Messages from Outside Directors

Messages from Outside Directors

Our four outside directors were asked to share their messages from the perspective of the role that outside directors should play in the Nichiban Group’s continued growth, management in general, issues facing the Board of Directors, and committee activities.

Questions
  1. 1.
    How do you see your role as an outside director in light of your professional history and knowledge?
  2. 2.
    What issues do you see facing management in general and the Board of Directors in particular, and what is your response?
  3. 3.
    What are some issues related to the effectiveness of the Board of Directors and the governance system?
  4. 4.
    What activities do the Nomination and Remuneration Committee engage in?
  5. 5.
    What are your expectations for the Nichiban Group in the future?
  1. 1.
    How do you see your role as an outside director in light of your professional history and knowledge?

    I was with the advertising agency ASATSU-DK INC. for more than 40 years starting in 1970, working my way up from employee to director and engaging in corporate management. I believe it is important to continue to exercise supervision over Nichiban Group management and make recommendations to improve profitability and enhance corporate value.

  2. 2.
    What issues do you see facing management in general and the Board of Directors in particular, and what is your response?

    There are specific systems in place regarding knowledge and the provision of information related to agenda items, with the Board operating in an atmosphere that encourages free and vigorous discussions. The materials used at the Board of Directors are often based on new buzzwords and values, and as the concept of sustainability itself is changing rapidly, it is important to input information in advance and see eye to eye at the Board of Directors.

  3. 3.
    What are some issues related to the effectiveness of the Board of Directors and the governance system?

    In order to enhance the effectiveness of outside directors, including myself, after ensuring their definition, evaluation, fairness, transparency, and speed, improvements are being made based on the Nichiban Group's Diversity and Inclusion Policy. We formulated the medium- to long-term vision “NICHIBAN GROUP 2030 VISION” and the medium-term management plan “ISHIZUE (foundation) 2023 ~SHINKA (evolution/deepening)·HENKAKU (reform)~” to achieve effective strategic themes and enhance corporate value, while at the same time, we check the progress of the current medium-term management plan every six months to monitor degree of achievement, and encourage and supervise the sustainable enhancement of corporate value.

  4. 4.
    What activities do the Nomination and Remuneration Committee engage in?

    The Nomination and Remuneration Committee deliberates the rules governing remuneration (short-, medium-, and long-term incentives) for duties performed by senior management and the Board of Directors from the perspective of strengthening governance. To ensure objectivity and transparency in these procedures, Board members, mainly outside directors, consult on and determine the amount of officer remuneration. The majority of the Board of Directors are outside directors, which ensures sufficient objectivity, transparency, and fairness.

  5. 5.
    What are your expectations for the Nichiban Group in the future?

    I look forward to the further development of the Nichiban Group not only through the pursuit of profits, but also through contributions to a sustainable society, creating innovation, and global expansion.

Outside Independent Director Yoji Shimizu

  1. 1.
    How do you see your role as an outside director in light of your professional history and knowledge?

    After being appointed a public prosecutor of the Tokyo District Public Prosecutors Office and working at various prosecutors' offices, I registered as an attorney and have spent more than 40 years as a legal professional. As a prosecutor, I had to decide within a certain time frame whether or not to prosecute a wide range of cases, and through this experience, I naturally acquired a sense of balance in matters. As we constantly encounter a wide variety of situations and interests in the course of business, I believe that I can provide insight to help determine whether there are any problems with the decisions that need to be made in specific situations.

  2. 2.
    What issues do you see facing management in general and the Board of Directors in particular, and what is your response?

    Although Board of Directors are conducted in an open atmosphere, it would be better if, in addition to monthly results, the Company would introduce concepts and other information that emphasize future business developments.

  3. 3.
    What are some issues related to the effectiveness of the Board of Directors and the governance system?

    The Board of Directors has been functioning effectively for some time, and the addition of a female outside director with expertise in health and nursing has further improved the effectiveness of the Board from the perspective of diversity. The medium-term management plan “ISHIZUE (foundation) 2023 ~SHINKA (evolution/deepening)·HENKAKU (reform)~” considers the development of human resources to be the most important factor for sustainable growth in the future, as the ability to retain and develop excellent human resources is essential for achieving the long-term enhancement of corporate value.

  4. 4.
    What activities do the Nomination and Remuneration Committee engage in?

    The Nomination and Remuneration Committee meets as needed, but because outside directors have limited knowledge and information about the organization, the Committee receives proposals from the President and other Company officers, and confirms that these proposals are objective, transparent, and fair through a question-and-answer session focused on their reasoning and rationale, before passing resolutions at Board meetings.

  5. 5.
    What are your expectations for the Nichiban Group in the future?

    As a centennial company, the Nichiban Group has earned a solid reputation in society alongside its signature products, and I expect the Nichiban Group to continue to grow and advance through the development of new products that are sensitive to the needs of society, while proactively promoting its business overseas, where there is great potential for growth.

Outside Independent Director Tatsuo Ishihara

  1. 1.
    How do you see your role as an outside director in light of your professional history and knowledge?

    As an attorney, I have been involved with companies in various industries in the field of business legal affairs, focusing on corporate law including M&A, and have served as an outside director of other companies. The Nichiban Group expects me to utilize knowledge based my backbone and experience to provide a wide range of appropriate and reasonable advice and recommendations from an independent and objective standpoint.

  2. 2.
    What issues do you see facing management in general and the Board of Directors in particular, and what is your response?

    At the Board of Director, various issues related to overall management are generally brought up in a timely manner and a lively exchange of opinions takes place.

  3. 3.
    What are some issues related to the effectiveness of the Board of Directors and the governance system?

    In addition to the foundational cellulose tape business, the Nichiban Group’s healthcare business has grown significantly in recent years, but the business environment is changing rapidly and we are increasingly required to make difficult business decisions in both of these areas. I believe the Board of Directors must adopt a global perspective and make proactive and bold decisions with a cautious yet risk-taking approach in order to enhance corporate value over the long term.

  4. 4.
    What activities do the Nomination and Remuneration Committee engage in?

    The medium-term management plan “ISHIZUE (foundation) 2023 ~SHINKA (evolution/deepening)·HENKAKU (reform)~” sets appropriately high goals that we expect will be communicated to all employees so that they work together as one. The Nomination and Remuneration Committee also discusses this plan to ensure transparent and fair personnel and remuneration assessment.

  5. 5.
    What are your expectations for the Nichiban Group in the future?

    As a traditional company with a distinctive product lineup utilizing adhesive technologies represented by adhesive bandages, there is still potential for growth. Going forward, I expect Nichiban to be a Company that proactively promotes human resources with diverse backgrounds and expertise, while all employees proactively take on challenges, sometimes without fear of failure, to develop new products and explore new fields, including expansion into global markets and e-commerce.

Outside Independent Director Akihiro Sato

  1. 1.
    How do you see your role as an outside director in light of your professional history and knowledge?

    I recognize that I must contribute to creating innovation and global expansion, which are key themes in the medium-term management plan “ISHIZUE (foundation) 2023 ~SHINKA (evolution/deepening)·HENKAKU (reform)~.” As a professor at the Graduate School of Medicine and Faculty of Medicine, The University of Tokyo, and as former President of the Japanese Society of Pressure Ulcers among other academic societies, I have been involved in research and development in the medical and nursing fields for more than 30 years, and will provide expert advice on creating innovation in the healthcare business. The new product CATHEREEPLUS™ ECHO, an echo-guided puncture fixation dressing, is the result of a collaboration with The Society for Nursing Science and Engineering, where I served as chairperson. I have also conducted many joint projects with Asian and European universities through the establishment of the Global Nursing Research Center at the University of Tokyo. Drawing on this background, I intend to support the establishment of a foundation for overseas business.

  2. 2.
    What issues do you see facing management in general and the Board of Directors in particular, and what is your response?

    Many women play active roles in the healthcare and medical fields, including nursing positions. In developing products in these fields, ideas from a woman's perspective and a working environment viewed from the standpoint of female employees are important. I will strive to ensure that female opinions, proposals, and other perspectives are reflected in senior management decision-making.

  3. 3.
    What are some issues related to the effectiveness of the Board of Directors and the governance system?

    As the Nichiban Group is committed to management that values “people,” it has been certified as a 2023 Japanese Health & Productivity Management Outstanding Organization by the Ministry of Economy, Trade and Industry. I would like to apply my knowledge and networks to assist these innovation efforts of human resource management.

  4. 5.
    What are your expectations for the Nichiban Group in the future?

    I will continue contributing to market expansion through support for the creation of new products by promoting creating innovation and global expansion, which will become the engine of sustainable growth.

  • Note:
    The response to Question 4 has been omitted, as Ms. Sanada is not a member of the Nomination and Remuneration Committee.

Outside Independent Director Hiromi Sanada

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