54As part of its ongoing efforts to reinforce corporate governance, the Company maintains the ratio of inde-pendent outside directors on its Board of Directors at one-third. At the General Meeting of Shareholders in June 2023, Satoshi Ohoka, Akiko Okushima, Kanako Osawa, and Shigeru Sugimoto were reappointed as out-side directors. We asked them, including Mr. Sugimoto, who was newly appointed to the Audit & Supervisory Committee, to evaluate the Company’s management and governance and talk about the initiatives they expect from the Company to improve in this regard, as well as to share their thoughts about their roles.SustainabilitySatoshi OhokaAkiko OkushimaKanako OsawaShigeru SugimotoIn 1975, joined the former Japan Development Bank. Worked in guidance policy finance, including as deputy director general of the now Development Bank of Japan. In addition, has worked in such positions as professor at Nihon University and has engaged in educational research at a number of universities. Became an outside director of the Company in 2012 and an outside director (Audit & Supervisory Committee member) in 2015. Since 2018, has worked concurrently as chair of the Company’s Corporate Governance Committee (now the Nomination and Compensation Committee). Reappointed as outside director of the Company in 2023.Joined IBM Japan Ltd. in 1981. Subsequently worked in data-driven marketing and consulting operations, including positions at foreign IT companies. In 2001, established JBtoB CO., LTD., becoming representative director and president (current position). In 2020, became an outside director at LINTEC. In 2021, joined the Company’s Nomination and Compensation Committee.Certified as an attorney and joined Kajitani Law Offices in 1998. Admitted to practice law in the State of New York, U.S., in 2005. Involved in corporate law in Japan and overseas. Became an outside director of the Company (Audit & Supervisory Committee member) in 2015. Since 2018, has worked concurrently as a member of the Company’s Corporate Governance Committee (now the Nomination and Compensation Committee).Joined Housing and Urban Development Corporation (currently Urban Renaissance Agency) in 1982. Joined Showa Ota & Co. (currently Ernst & Young ShinNihon LLC) in 1985. Established Sakura & Co. (currently Crowe Sakura & Co.) in 1988. Provides consulting services as a certified public accountant for M&A and business restructuring and reorganization. Was appointed as an outside director of the Company in 2021 and also became a member of the Nomination and Compensation Committee. In 2023, was appointed an outside director of the Company (Audit & Supervisory Committee member).I believe the Company’s excellent management strategies have yet to be fully reflected in Shigeru SugimotoOutside Director / Audit & Supervisory Committee MemberI would like to help the Company improve its market reputation by offering appropriate advice on manage-ment strategies.At the Company’s management meetings, detailed numerical data is reported for each location and business, and I feel there is active discussion on the current status of capital costs and profitability, and on how to achieve our goals. The Company has increased oppor-tunities for self-study, including officer training, and engages in initiatives that demonstrate a proactive stance toward sustainability. As a certified public accountant, I offer advice on corporate acquisitions and restructuring deals, particularly with respect to the appropriate valuation of target companies. In addition, I have sought to use my knowledge of corporate accounting and tax law to guide discussions concerning cost accounting, the setting of key performance indicators, performance-based compensation, and other issues. To enhance corporate value, the Company must optimize its business portfolio and allocate management resources toward capital expenditures, R&D expenses, and investments in human resources. I hope to continue contributing to the Company’s efforts to achieve steady growth through appropriate risk-taking. its stock market valuation; we may thus need to engage more proactively to communicate information engage in dialogue with shareholders and investors. I also intend to help over-come this issue by providing advice on management strategies from a financial perspective.Messages from Independent Outside Directors
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