Nobumitsu KambayashiFormer President and Representative Director, Kawasaki Shipbuilding Corporation and Senior Vice President, Kawasaki Heavy Industries, Ltd. Mr. Kambayashi has a wealth of experience and knowledge relevant to the global development of manufacturing industries. He has served as an External Director since 2016.Operation of an Effective, Appropriately Sized Board of DirectorsWhat is your assessment of the efficacy of the Board of Directors?Kumakura There are still areas that need some work, but, on the whole, I think the Board of Directors functions very well. The Board of Directors consists of eight members in total, with two External Directors. Meetings are characterized by active discussions and are effectively managed. That the Company has kept its business activities within a tight range is a key reason for this. The Board of Directors is an appropriate size for oversight. It understands the Company as a whole and has a clear grasp of what the Company is doing. Furthermore, conditions allow members of the board to share their thoughts with one another in assessing business strategy recommendations and implementation results.Kambayashi Discussions move forward with a strong emphasis on rationality, transparency, and fairness. Also, it is critical for all companies to resist engaging in improprieties and to face up to inconvenient truths, and the Company has never experienced a problem in this regard. This can be seen as evidence of effective governance. I am impressed with the Company’s corporate philosophy, Ties of Reliability, which I believe are words backed by 100 years of history.Both of you are members of the Nomination Committee. What are your impressions regarding the selection of future board members?Kumakura In general, it is difficult for External Directors to express their opinions on the selection of future board members. If candidates are from inside the Company, outsiders have very little information to use in making judgments. Fortunately, for us, the Company’s president has taken the lead in creating opportunities for us to learn more about these Director candidates.Kambayashi Besides that, we have opportunities to visit plants and other facilities in various locations. We can talk with those in charge and develop a strong understanding of their thoughts and ideas, so, when their names come up as Director candidates, we are already familiar with them. That too is a benefit of the Company’s compact organization.What are your thoughts on how governance has been affected by the Company’s rapid business expansion and M&A?Kumakura Despite that the Company has grown rapidly, it is still not what one would call a “corporate giant.” And I have no concerns that it will lose the advantage it has Building a Consolidated Governance System for Expanded Business Operationsin terms of compactness. As for M&A, the Company’s forthrightness in its dealings with local industries enabled its merger with an outstanding company in the Company’s own original business area of carbon products. On the whole, I feel the Company is advancing in a good direction.Kambayashi The benefits of the Company’s M&A deals have quickly become apparent. For example, the Company’s Thai plant and TCCB’s Texas plant are already engaging with one another and synergies have emerged. I think that business expansion will benefit the Company significantly not only in terms of technical innovation synergies but also in areas such as productivity, cost savings, and raw material procurement.Lastly, please talk a bit about the direction for governance going forward.Kambayashi As a current issue, I felt it was necessary to enhance capabilities in the areas of sales and market analysis on a companywide basis, and I made a recommendation to that effect. The Company’s president took the lead in considering what I had to say and, in that connection, a sales strategy department was established.For the medium-to-long term, I think responding to questions on how to approach globalization will be key. For example, 70% of sales currently originate from overseas customers, but the Board of Directors has no members with deep understanding of their needs. For building a global governance system, that is a critical issue urgently in need of attention.Kumakura Yes, the corporate division will be a key area to focus on going forward. Cultural and legal differences exist among countries and regions, so there is the question of how to build a governance system that is integrated across areas such as accounting, labor, and personnel management. As its inclusion among the Mid-Term Management Plan’s key measures indicates, how to strengthen systems from the perspective of consolidated governance is a new issue to be addressed.Kambayashi Until recently, the Company has approached management as something akin to small government. Now, however, there are matters this approach cannot address. Moving into the future, it will be necessary to steadily and appropriately expand the governance system, while retaining compactness in those areas where it is still the best option. My sense is that decisions will have to be made with even greater discretion going forward.41TOKAI CARBON ANNUAL REPORT 2018Vision and StrategyBusiness ReportFinancial ReportData SectionSustainability Report
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