Special Feature 2023 - Integrated Report 2023
Corporate Governance ― Create a solid governance system ―
Interview with an Outside Member of the Board of Directors
Ms. Takako Sakai has served as an outside director of Nidec since 2020. She also serves as the head of the Nomination Committee and Sustainability Committee, meeting bodies that symbolize the future of the Company. The following is an interview with her, in which she talks about how the Company is changing.
I believe there is great significance in that the Sustainability Committee serves as a forum to gather and consolidate internal knowledge.
—First, let me ask you about Board of Directors’ meetings. Board of Directors’ meetings are important meetings that even employees have very little knowledge. What kinds of matters are handled and discussed at Board of Directors’ meetings? Do outside members of the Board also actively express their opinions?
Sakai: A variety of matters are brought up at the Board of Directors’ meetings, but I have the impression that they deal particularly with investment proposals, such as loans to subsidiaries and acquisitions of companies. All members of the Board of Directors, including us outside members, actively discuss the appropriateness and cost-effectiveness of such proposals. Very active discussions are held, and I feel the great energy of a company seeking to become a 10-trillion yen company by 2030. Recently, in connection with “One Nidec,” there has been a noticeable increase in matters related to the chain of command of the entire Group. The number of matters that require consideration by the Sustainability Committee and Nomination Committee is also gradually increasing, indicating that the governance of the Nidec Group is being further strengthened.
One of the characteristics of Nidec’s Board of Directors is its prompt and quick response to any matter. Once the discussion is complete, the matter is dealt with in the following month, and the results and progress reports come up at that month’s Board of Directors’ meeting. I was surprised at this speed.
I was also surprised at first that Chairman Nagamori listened to the opinions of the Board members very seriously. He always listens carefully to the opinions of the Board members to the very end, regardless of whether they are internal or outside members. From this attitude of Chairman Nagamori, I learn how to be impartial as a chairperson, that is, how to treat members’ opinions fairly.
—A very lively, yet mutually respectful discussion is taking place, isn’t it? How do you yourself express your opinions in discussions?
Sakai: I have tried to present points of discussion, for example, what is the purpose and significance of the project, whether it has been deemed necessary and appropriate based on the market outlook, and whether a rigorous investigation has been made to ensure that it does not violate laws and regulations. Over the past three years, I have learned the “points to which particular attention should be paid in business activities of Nidec Corporation,” so I try to indicate the meaningful points of discussion by leveraging my experience and knowledge. For example, when discussing risks associated with acquisition of a company, I would point out the necessity to check with the accounting staff of the acquiree company to determine whether there are any risk factors of concern and to implement robust preventive measures, or something like that.
Meanwhile, when a problem occurs, I would suggest a point of view that should be kept in mind when reviewing and reinforcing measures to prevent recurrence. Each member of the Board makes perceptive comments related to his or her area of expertise, and adequate time is spent for discussion.
—I have heard that outside members of the Board in particular are making perceptive points.
Sakai: Each of the outside members of the Board of Directors has a wealth of knowledge and individuality, and each has a different perspective backed by his or her career, so they relentlessly dig deeper into the points that internal members may not easily notice or that they have not considered sufficiently. Internal members accept such points without a sour face, and they immediately take necessary measures. The speed of their action is truly amazing.
—Next, let me ask you about the Nomination Committee. This is a new committee that was just established at the end of last year, but is it also operated in a free and open atmosphere? Has an atmosphere been created in which outside members of the Board can express their frank opinions to Chairman Nagamori and President Kobe?
Sakai: Chairman Nagamori is one of Japan’s leading business leaders. In that sense, I feel a sense of tension when I meet him at committee meetings. However, all Committee members have a strong sense of “saying what needs to be said,” so discussions never get bogged down or are monopolized by some particular person. Once, Chairman Nagamori and President Kobe brought a draft for the selection process for executive vice presidents, but after much discussion at the Nomination Committee, drastic changes were made to some elements. The Committee members all expressed their honest opinions on the proposition of “what kind of corporate leader is appropriate for a company in the new era of Reiwa,” and the conclusions drawn from discussions are certainly reflected in the Company’s movements.
—You are laying the foundation for human resource development so that the Nidec Group can continue to grow without problems even as the generation changes.
Sakai: Yes. I believe that if the selection process for successors has been firmly established, the Nidec Group should be able to continue its business for many years to come with the participation of young people. I am honored to be involved in important discussions about the future of the Nidec Group. I am sure the other two outside members of the Board share this sentiment.
—The recent executive vice president selection was the first step in the process of selecting successors, which will be the cornerstone of the Nidec Group. Did you conduct any interviews with the executive vice president candidates?
Sakai: Yes. We conducted online interviews with each candidate. Based on the selection criteria, we first checked “whether the candidate understands Nidec’s corporate culture and practices it.” Next, we paid attention to “whether or not the candidate is able to add-on his/her thinking to new trends and clearly envision the future of the Company” and “whether or not the candidate has the qualities to lead others and encourage their growth.” In addition to these important points, we also examined each candidate’s sincerity and integrity, mental strength to not be easily swayed, and business foresight, using the results of the 360-degree evaluation as a reference. In order to select individuals who excel overall in a balanced way, rather than those with one particular talent, we also had the opportunity to interview Chairman Nagamori and President Kobe in great detail about the personalities of the candidates.
—It is an extremely difficult task to identify people who can lead the Nidec Group in the future together with its global employees.
Sakai: I feel a heavy responsibility far beyond my imagination. That’s why I want to see it through to the end. In the selection of the president, we will continue discussions until we are all convinced so that we will never have any regrets.
—I would also like to ask you about the Sustainability Committee, the other committee that you serve as chairperson. What role do you think the Sustainability Committee, which has been in existence for about a year, should play in the future?
Sakai: Until now, Nidec Corporation has focused its energy mainly on its own growth. In other words, the Company has been thinking about its own survival for the past 50 years, but for the next 50 or 100 years, it must also consider the sustainability of the international community and the global environment at the same time. Under such circumstances, I believe there is great significance in that the Sustainability Committee serves as a forum to gather and consolidate internal knowledge. Although we are still in a trial-and-error phase, we intend to make it a meaningful meeting body from the perspective of improving corporate value over the medium to long term, while referring to the opinions of the committee members and the operating secretariat.
—Finally, please tell us about your expectations for Nidec in the future.
Sakai: The Nidec Group is trying to accomplish a major change in the form of generational change in this era of instability and uncertainty. It is not an easy task, but I would like you to take this opportunity to solidify your approach to human resource development, which will serve as a cornerstone for the times to come. I hope that you will carefully build a system that will enable all individuals to demonstrate their abilities and grow, regardless of their rank, job responsibility, age, gender, nationality, or any other attribute.