Discussion: Tokai Carbon from the Perspective of External DirectorsGovernance Structure for Globalization through Business Expansion and M&A* SGL GE Holding LLC has been renamed TOKAI CARBON GE LLC. Sid Richardson Carbon, Ltd. has been renamed Tokai Carbon CB Ltd. (TCCB).Corporate GovernanceNobumitsu Kambayashi (Photo: right)External DirectorTokai Carbon Co. Ltd.Yoshio Kumakura(Photo: left)External DirectorTokai Carbon Co. Ltd.What are the bases of your approaches to governance and business strategy issues?Kumakura The Company has seen its results rise rapidly over the past two years and has completed a couple large M&A deals to acquire SGL GE Holding LLC, which manufactures graphite electrodes in North America*, and Sid Richardson Carbon, Ltd.*, a manufacturer of carbon black. Management decisions that can result in such major changes require sharing all of the objective information available – information that hasn’t been processed internally. It is also important to have an environment in which External Directors can frankly express their opinions. On this point, the Company’s executive management earnestly listens to what External Directors have to say and actively engages in discussions with us to find the best path forward.Kambayashi The ability to express our views in board meetings depends in part on our actively working to make our voices heard. Regardless of how much information is gathered by business execution units, ascertaining risks and worst-case scenarios, and making final decisions is difficult. There are difficult questions such as “Will we be able to successfully address strict U.S. environmental regulations?” and “Have we thought about what to do if major changes in China’s environmental regulations are suddenly no longer working in our favor?” For these types of questions, I think it is important to be resolute and prepared for whatever may arise in thoroughly addressing any problems that could occur. I feel very strongly that External Directors are indispensable for maintaining a wide range of perspectives for such circumstances.Kumakura I agree. It would be meaningless to have External Directors who are not actively contributing. I do my best to be conscious of what I can do, what I should do, as an External Director. For every statement I make in board meetings, especially in situations where I have to say things that are difficult to hear, I have a clear sense of responsibility.What are your thoughts on the roles of External Directors?Kumakura I think everybody has their own ideas on how External Directors can contribute to the Company. My personal position is to undertake my duties not only as a specialist in the law but as a generalist offering various perspectives on sound business growth.Kambayashi I came to the position of External Director as a former representative director on the business execution side of Kawasaki Shipbuilding Corporation and Kawasaki Heavy Industries, Ltd. At those companies, there was a strong tendency to always move full speed ahead, so I was grateful to have objective opinions from people with an external perspective. That experience is now valuable in my role as an External Director.Kumakura Offering various perspectives in board meetings is one of the most important roles of an External Director. If I simply offered advice as an attorney, even severe comments might not be communicated to managers who could act on them - perhaps because such comments could be made by any number of people.Kambayashi That’s right. There is a tendency for advice, particularly in legal and other specialized fields, to not go any further than the top echelons of a company. By the way, External Directors like you – who force critical thinking about actual management questions – can make life difficult, can’t they? (Laughs)Objective Management Decision-MakingYoshio KumakuraAttorney/Patent Attorney. Partner, Nakamura & Partners. Mr. Kumakura is a corporate law specialist with particular expertise in intellectual property, anti-monopoly law, and international transactions. He has served as an External Director for all but three years since 2007. 40TOKAI CARBON ANNUAL REPORT 2018
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