My contribution to a board
I would bring a board the view from the shop counter, joined to an executive's understanding of pricing, incentives and measurement. Many consumer companies in Japan are changing how they charge, where they serve customers and which customers they expect to serve online. Those changes usually look tidy in a board paper and untidy in a branch. I have spent my career in the gap between the two. I can read a commission or incentive scheme and predict, with reasonable accuracy, what an employee will say to a customer because of it. I can tell when a measurement claim has been built so that it cannot fail. I can ask which customers will lose help when a price falls or a channel closes, and whether anyone has asked them.
Japan's Corporate Governance Code expects listed companies to appoint independent outside directors who bring perspectives the executive team lacks, and many boards now have nomination and remuneration committees, often advisory, with independent members in the majority. My experience fits the remuneration side of that work more closely than it first appears. Incentive design for executives and commission design for shop partners share a problem: people do what they are paid for, including the parts nobody intended. I would contribute to customer, sustainability or risk discussions where the customer experience is the subject, and I would expect to learn the finance and audit disciplines from directors who know them better than I do. I would not present myself as a technology or network expert, and I would say so in the boardroom when a question moved beyond my competence.
Judgement in practice
01Putting the dissenting case into the board paper on a cheaper plan
When our board considered how to launch a lower-priced plan in late 2020, I was both the author of the recommendation and a party to the disagreement. I asked the finance director to write the case for a separate brand in his own words, and we placed it beside mine in the paper. Directors spent their time on the real question, which was whether the risk of migration was worth an honest account of what the cheaper plan excluded, rather than decoding a single recommendation. The board accepted my proposal but added his condition: a quarterly report on migration with a stated point for revisiting the structure. That condition improved the decision. As an outside director, I would ask management for the strongest case against its recommendation in the same paper, and I would treat a paper with no visible dissent as incomplete rather than as evidence of consensus.
02Agreeing the evidence before the test, not after it
Before our 2023 withholding test, I took to the board the estimated cost of the test, about ¥330 million of first-year revenue, and the result that finance and marketing had agreed would move money. Two directors questioned whether a marketing department should be allowed to spend revenue on testing its own budget. One asked who would decide if the result was ambiguous. That second question was better than my preparation, and we added a rule that an ambiguous result would leave the budget unchanged and trigger a longer test, rather than being interpreted by marketing. As a director, I would apply the same discipline to any management claim about the effect of spending: what result would change the plan, who agreed that in advance, and what happens when the answer is unclear.
My first year on a board
In my first three months I would read the board's papers for the previous two years, meet each director and the audit and supervisory board members or audit committee members, and ask the chair what contribution was missing when I was approached. With management's agreement on how it was arranged, I would also spend a day in a branch, shop or service centre, because a consumer business looks different from its counter.
In the middle of the year I would choose two or three questions where my experience is relevant, such as how a planned price or channel change will reach older customers, or how incentive schemes shape employee behaviour, and raise them through the board and its committees rather than directly with management. I would be careful not to treat an outside seat as an invitation to run the marketing department from the boardroom.
By the end of the year I would ask the chair for a candid view of whether my questions had improved decisions or merely added work. I would also review my attendance and preparation against the 24 days I had committed, and tell the chair promptly if the commitment was proving larger than I had estimated.
Conflicts and their management
My executive role at Hinoura Communications comes first and would be disclosed in full, together with my shareholdings in Hinoura and in any other listed company. Telecommunications touches many industries, so the review would extend beyond competitors to handset distributors, electronics retailers, advertising and media agencies, content partners and any company that sells through mobile shops. Isaribi Tsushin, where I was an executive director until 2013, remains one of Hinoura's agency partners; I hold no shares in it and would disclose the former relationship.
Where a manageable conflict arose during an appointment, I would declare it, leave the discussion and ask that the minutes record it. Where conflicts would arise repeatedly on the company's core decisions, I would decline the seat, because a director who must often leave the room is not doing the job. I would keep Hinoura's confidential information, including pricing plans and partner terms, entirely separate from any outside board, and expect the same discipline in the other direction.
My independence statement
I am a serving executive officer of Hinoura Communications and would disclose that role, my shareholdings, my former directorship of Isaribi Tsushin and any relationship with Hinoura's partners or suppliers before any discussion of independence. The appointing company and its advisers should assess those facts against the exchange's independence standards and the company's own criteria. I would decline a seat where Hinoura is a material customer, supplier or competitor of the company.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | None immediately; after a year's service, a customer, sustainability or brand-risk committee where the board has established one |
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| Ready to join | Nomination and remuneration advisory committee · Sustainability or customer committee · Risk and compliance committee |
|---|
Board and committee exposure
Presented to the Board or a committee
Hinoura Communications
Board of directors
December 2020–present
Presented the online-plan structure, the 2022 commission redesign, the 2023 withholding test and the 2025 opt-in advertising product, each with the dissenting case set out beside the recommendation.
Reported to a committee
Hinoura Communications
Audit and supervisory committee
April 2022–present
Reports twice a year on partner commission controls, complaint trends and the controls around customer consent for data use.
Served as a director
Isaribi Tsushin
Board of directors, executive director
April 2011–June 2013
Executive director responsible for shop operations; took part in decisions on shop openings, staff pay and a contract renewal with a national operator.
Served as a director
Komorebi Digital Support Network
Board of directors, non-executive and unpaid
June 2022–present
Director of a general incorporated association that trains volunteers to help older people use smartphones; oversees its volunteer safeguarding and corporate-partner policies.
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 1
- Sectors
- Consumer services with staffed branch or shop networks · Pharmacy and home-services groups · Retail and service businesses of regional transport groups
- Company type
- A company listed on the Prime or Standard Market of the Tokyo Stock Exchange, or a large unlisted company with an established group of independent directors
- Company stage
- An established business going through a pricing, channel or digital change that its customers will feel directly
The seat I am pursuing
I am seeking one independent outside director seat at a consumer-services company in Japan, outside telecommunications, media, advertising and electronics retail, from April 2027 and with the approval of Hinoura's President and board. The companies where I would be most useful have a staffed customer network, an ageing customer base and a pricing, channel or digital change ahead that customers will feel directly. Pharmacy groups, home-services companies and the retail businesses of regional transport groups are examples. Before agreeing, I would want to understand what the chair believes is missing from the board, how the nomination committee assessed that need and what the company expects of outside directors between meetings. I would rather be told plainly that my experience is not what a board needs than accept a role in which it would not be used.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
I am not registered in India's IICA Independent Directors' Databank. It concerns independent directors of Indian companies, and the seats I am considering are in Japan, where independence is assessed under the stock exchange's standards and each company's own criteria. If an Indian appointment were ever proposed, I would first review the applicable requirements with that company's advisers.
- Executive director of Isaribi Tsushin, 2011–2013, including a contract renewal with a national operator
- External course for prospective outside directors on directors' duties under the Companies Act and the expectations of Japan's Corporate Governance Code, 2024
- Annual briefing with Hinoura's outside directors on how they review consumer pricing and complaint information, 2022–present