Special Project: Round-Table Talk with Outside Officers
Achieving sustainable growth and the higher corporate value by reflecting a diverse range of value in management
Outside officers consisting of two outside directors and three outside Audit & Supervisory Board members are currently enrolled at AEON MALL. They help improve corporate value by checking the management of the company from an objective standpoint.
We asked the outside officers to share their thoughts about the running of the Board of Directors and discuss business issues.
- Masao KawabataOutside Director (Independent Officer)
- Mami TairaOutside Director (Independent Officer)
- Junichi SuzukiOutside Audit & Supervisory Board Member (Full-time)
- Yumiko IchigeOutside Audit & Supervisory Board Member (Independent Officer)
- Takao MuramatsuOutside Audit & Supervisory Board Member (Independent Officer)
*Outside directors and outside Audit & Supervisory Board members that pose no risk of a conflict of interest with minority shareholders in accordance with the Securities Listing Regulations of the Tokyo Stock Exchange.
*Their profiles are stated in Directors and Audit & Supervisory Board Members.
Roles outside officers are expected to fulfill
Applying wide-ranging expertise to examine the legitimacy, fairness, and reasonability of management decisions from an outside perspective.
--What kind of careers have you led? What do you focus on in your duties as an outside officer?
Suzuki:After joining JUSCO in 1980, I worked on the sales floor for about three years. After that, I was in charge of the budget management of an area and human affairs at the head office. After working as the general manager of a mall, I was dispatched to locations overseas. For a period of 15 years, I handled the business administration at local subsidiaries in Thailand, Beijing, and Hong Kong. In Thailand, I was in charge of reconstructing business following the Asian economic crisis. In Hong Kong, I was also involved in management at a listed company directed at shareholders. After returning to Japan in 2015, I was appointed an Audit & Supervisory Board member of AEON MALL.
Ichige:How has your experience in overseas business helped you at your present post?
Suzuki:Contrary to my current post, when I worked as the executive vice president in Hong Kong, I was in a position to answer questions raised by local independent outside directors. I was in a tougher environment than Japan in a sense that things would only work out if I made a logical explanation. This made me recognize the importance of “logical and reasonable” thinking, and making decisions logically and reasonably by accurately grasping facts. As an Audit & Supervisory Board member, I want to communicate my views from the perspective of what is right based on logical and reasonable thinking, instead of thinking about who is right and what is readily accepted. As Peter Drucker says, this approach ensures that the right decisions will be made.
Taira:I currently work as a partner at a tax accountant corporation. Before that I worked for an audit corporation as a certified public accountant, and a tax accountant office as a certified tax accountant. I became an outside Audit & Supervisory Board member of AEON MALL in 2011, and have been attending the Board of Directors meetings as an outside director since 2014. Because I was unfamiliar with management in areas other than financial accounting, I felt a bit confused at first and wondered what I could do. But now I want to properly fulfill my role in areas such as financial accounting and make decisions based on social common sense.
Kawabata:I have served as an outside director since May 2015. Before that I worked for 40 years at an electronic manufacturer. Like Mr. Suzuki, I spent a lot of time overseas, and over a period of 22 years I worked in five countries: Australia, Italy, the United Kingdom, Belgium, and the United States. In the United Kingdom, I was in charge of managing a local subsidiary and also had experience working as a responsible official for a regional headquarters in North America. After returning to the head office, we engaged in things such as public relations, investor relations, risk management, and brand strategies.
Taira:You have a lot of experience overseas. What kind of things do you give priority to as an outside director?
Kawabata:This kind of overlaps with the “logical and reasonable” thinking of Mr. Suzuki, but my motto is to be “fair and reasonable.” Being fair, reasonable, and persuasive is essential for business management, whether it be in Japan or another country.
Ichige:I became an outside Audit & Supervisory Board member in 2014. This year marks my third year as an outside officer. After being certified as a lawyer in 1989, I joined IBM Japan and worked as an in-house lawyer. At IBM Japan, I handled the legal follow up of various contracts, the board of directors meetings, and general meetings of shareholders, and helped formulate compliance programs.
Suzuki:Being an in-house lawyer means that you are an independent lawyer, as well as an employee of the company. It seems there may be cases in which both positions are not compatible.
Ichige:Yes there are. My basic approach to my job is to combine both positions, but my boss at the time told me to defer to my conscience as a lawyer if for some reason both positions cannot be made compatible. Even though I’m paid by the company, as an in-house lawyer I believe that I have a duty to express my own independent opinions. In that respect, it is quite similar to being an outside officer.
Suzuki:What is the difference between the role of a corporate lawyer and the role of a lawyer as an Audit & Supervisory Board member?
Ichige:The basic duties of a corporate lawyer are to conduct legal examinations and give advice on individual issues on the table. The major role of a lawyer as an Audit & Supervisory Board member is to check the legal responsibilities of the board members, and check whether they properly perform the fiduciary duty of loyalty and the duty of care of a prudent manager, etc. provided for in the Companies Act. There are two points of view in monitoring the decision-making process. The first is to check for any careless or flawed thinking in the recognition of facts that formed the grounds for decisions. The second is to check whether the process or details of decisions were incredibly irrational. In a certain sense, this is no different than legally analyzing whether the “logical and reasonable” principle and “fair and reasonable” principle are observed.
Muramatsu:After joining the National Tax Agency, I conducted tax inspections in the Tokyo Regional Taxation Bureau and the Criminal Investigation Department. After that, I was dispatched to the Special Investigation Department of the Tokyo District Public Prosecutors Office and worked as an investigator handling the bribery issues of companies. After returning to the National Tax Agency, I managed and taught people how to do tax inspections at Regional Taxation Bureaus across the country, and then served as an inspector who checked for misconduct in the duties of the staff at the National Tax Agency and Regional Taxation Bureau. After that, I served as the Assistant Regional Commissioner (Management and Co-ordination) of the Nagoya Regional Taxation Bureau and the Regional Commissioner of the Takamatsu Regional Taxation Bureau before leaving the National Tax Agency. I then opened a tax accountant office in Tokyo, and since May 2016, I have served as an outside Audit & Supervisory Board member of AEON MALL.
Suzuki:Drawing upon your many years of experience in taking an active role in the tax inspections and internal audits of organizations, what will be your approach to checking the management of AEON MALL in the years to come?
Muramatsu:In tax inspections, we not only verify the numbers in the financial statements and accounting books, but also examine accounting procedures from the back to see whether there are any problematic movements of funds at the back of these numbers and books. I feel that verifying things from a different angle is also helpful in doing my job as an outside auditor of the company. It’s also obviously important to calmly check the criteria for management decisions and the decision-making of the company and ensure they do not deviate from the general social common sense.