Kaori AokiChief Technology Officer · Essays & perspective

Kaori Aoki · Chief Technology Officer · Japan

What I would bring to a Japanese board outside banking

My contribution to a board

Japanese boards are being asked to oversee technology they seldom see working. Most directors meet a company's systems as a budget line, a project report or an apology after an outage. I would bring the view from the other side of those papers: thirty-one years of building, running and replacing systems that move money, including one outage I was responsible for and a core migration I postponed after customers had been told the date.

The questions I can help a board ask are specific. When management reports a recovery objective, how was it measured, and when was it last tried? When a project proposes a go-live date, what were the criteria for going live, and who agreed them before the pressure arrived? When a critical service is outsourced or moved to cloud, has the company ever left, even in rehearsal? When a few long-serving people hold the knowledge of a system, what would it cost to write that knowledge down, and who would own it afterwards?

I am not an accountant and would not present myself as the financial expert on an audit and supervisory committee. My contribution there would be on operational and technology risk, internal control over systems and the disclosure of incidents. I read financial statements comfortably, but would rely on colleagues for accounting judgement.

I would also bring a habit that boards could use more often: agreeing in advance what evidence would change a decision. It is the most useful lesson migrations have taught me, and it applies equally to acquisitions and restructuring.

Committee contribution

Chair and member readiness
CapacityCommittees
Ready to chairA voluntary board committee on IT and cyber risk, after a full year as a member
Ready to joinAudit and supervisory committee, contributing technology and operational-risk experience rather than accounting expertise · Voluntary risk committee

Capacity and preferences

Time available
24 days per year
Current directorships
1
Sectors
Railway and regional transport operators · Electricity and gas distribution · Hospital and care groups with large patient-record systems · Logistics and retail businesses handling large payment volumes
Company type
A company listed on the Prime or Standard Market of the Tokyo Stock Exchange, based outside Shiomine's lending area and with no material banking relationship with Shiomine
Company stage
A company replacing core operational systems, recovering from a serious system failure or moving critical services to outsourced or cloud platforms

The seat I am pursuing

I am looking for one outside directorship at a listed Japanese company outside banking, where a technology failure would directly harm the public or customers and the board wants a director able to examine technology plans in detail. My experience of migrations, recovery and outsourcing would carry over most directly to railway operators, energy distributors, hospital groups and businesses handling large payment volumes. I would expect to join the audit and supervisory committee or a risk committee and, after a year, to chair a board committee on technology and cyber risk if the company has or wants one. My twenty-four days a year would be agreed with my employer first. I am not interested in a seat filled to complete a skills matrix, where the board has no intention of acting on what a technology director tells it.

Judgement in practice

01

Holding a go-live rule after customers had been told the date

In November 2024 I asked our board to approve moving the core migration from January to May 2025, at a cost of ¥2.3 billion, after customers had received letters giving the January date. My case was not that the rehearsal problems were unfixable; the operator believed they were straightforward. It was that the board had agreed in 2023 to go live only after two consecutive clean rehearsals, and January allowed only one. A director asked whether a rule set eighteen months earlier should bind us now. I argued that a rule written before the pressure is the only kind worth having, and that relaxing it for a good reason would make relaxing it for a weak one easier next time. The board approved the change. As a director, I would encourage management to set such criteria well before the dates that test them.

02

Standing aside from a vendor decision I was too close to

When Shiomine began choosing a replacement for its core system in 2018, one bidder was Kogetsu Information Systems, where I had worked for six years and which had built the system being replaced. I had no financial interest in Kogetsu, but I knew its people and methods, and that familiarity could have bent my judgement either way. I told the president before the selection began, asked the evaluation panel to score Kogetsu's proposal without me and had the arrangement recorded in the panel's minutes. I still wrote the overall recommendation, and the board saw how the scoring had been done. Conflicts of familiarity are common in technology purchasing and rarely declared. On a board I would ask about them as readily as about financial interests.

03

Asking a foundation board to wait for completion data

In 2023 the board of Koshiji Digital Skills Foundation considered turning its adult retraining course into a paid certificate programme funded partly by two local employers. I argued that we should first learn how many participants completed the course and what happened to them afterwards, because the foundation recorded enrolments but not outcomes. The board deferred the decision for a year, which disappointed one employer. The data showed a completion rate of 54%, falling sharply among people who worked shifts. The redesigned programme, with evening and weekend cohorts, launched in 2024 and 71% of its first-year participants completed. On any board I would ask the same: before scaling something, show what it has achieved.

My first year on a board

A first year on a board is for learning how the company makes decisions, not for proving that I can make them. By the end of it I would want to answer four questions without reaching for a paper. Which three systems would stop the business within a day if they failed, and who runs them? What did the most recent serious incident teach management, and what changed as a result? Which technology commitments has the board approved that have not yet been tested in practice? Where does the company depend on a small number of people or a single supplier?

To get there I would ask for the last two years of incident reports, internal audit findings on IT and the current portfolio of major projects. In the first six months I would visit one operating site and one data centre or service provider, and meet the chief executive, the head of technology, the head of internal audit and the members of the audit and supervisory committee separately. Until I had seen a full annual cycle I would ask more than I asserted. At the year's end I would ask the chair directly whether my questions had helped the board or merely lengthened its meetings.

Conflicts and their management

Three kinds of conflict matter in my case, and I would settle each before accepting a seat.

The first comes from my employer. Shiomine lends to, and holds deposits for, a large share of the companies in Niigata and neighbouring prefectures. I would not join the board of a company that borrows materially from Shiomine, competes with it or supplies it. Any appointment would need our president's approval and a review by our legal and compliance division, and I would ask the company to confirm the absence of a significant banking relationship in writing.

The second comes from technology suppliers. I would not join the board of a systems integrator, software vendor or cloud provider that serves Shiomine or the Kaname consortium, and I would decline advisory roles with them for as long as I remain an executive.

The third is quieter: familiarity. If a company I served were choosing between suppliers I have worked with, Mikage and Kogetsu among them, I would declare the history and leave the decision to colleagues, as I did at Shiomine in 2018. Should such matters arise often, I would resign the seat. Nothing learnt at Shiomine or in the consortium would enter another boardroom, and nothing from that boardroom would come back to Shiomine.

My independence statement

Japan's Companies Act sets the conditions for serving as an outside director, and the Tokyo Stock Exchange asks each listed company to designate independent directors against criteria that look closely at relationships with major lenders and business partners. Because I am a bank executive, I would consider only companies for which Shiomine is not a significant lender, depositor or supplier. I would give any nominating company a full account of my employment, the Shiomine shares I hold through the executive share plan, my foundation directorship and my earlier employment at Kogetsu, and leave the conclusion on independence to the company.

Board and committee exposure

Presented to the Board or a committee

Shiomine Financial Group

Board of directors

December 2019–present

Presented the shared-core recommendation in December 2019, the postponement and go-live decisions in November 2024 and April 2025, and twice-yearly system-risk reports since 2020.

Reported to a committee

Shiomine Financial Group

Audit and supervisory committee

2020–present

Reports on IT audit findings, cyber incidents including the 2024 contractor breach, and measured restore times against plan.

Served as a director

Koshiji Digital Skills Foundation

Board of directors; chairs the programme and finance review

June 2021–present

Non-executive director of a Niigata public-interest foundation that runs programming courses for secondary pupils and retraining for adults.

Member of a committee

Kaname

Member banks' resilience committee (an operating committee of the consortium, not a board committee)

2025–present

Represents Shiomine on the committee that sets joint resilience tests and reviews shared incidents; proposed the first all-member failover exercise.

Presented to the Board or a committee

Seiran Card Services

Board of directors

2014–2016

As executive officer, presented quarterly fraud-loss and authorisation-resilience reports to the board.

Governance learning and readiness

IICA Independent Directors’ Databank: Not yet registered

The IICA Independent Directors' Databank is kept under Indian company law for people seeking independent directorships of Indian companies. It does not apply to the Japanese appointments I am considering, and I have not registered. In Japan, eligibility as an outside director is set by the Companies Act, and each listed company judges independence against the stock exchange's criteria.

  • A six-session programme for prospective outside directors on the Companies Act, the Corporate Governance Code and board evaluation, completed in 2025
  • Annual cyber tabletop exercises with the Shiomine board since 2023
  • Participation in the industry-wide cyber exercises the Financial Services Agency organises each year
  • Evening MBA at Hoshimizu Graduate School of Management, 2009, including corporate finance and governance