Messages from Outside Directors

The Board of Directors Is Open and Fair The Company Has a Well-Functioning Corporate Governance System

Outside Director
Akiyoshi Morita
Joined Toyota Motor Co., Ltd. (currently Toyota Motor Corporation)
Senior Managing Director, Toyota Motor Corporation
Executive Vice President, Aichi Steel Corporation
President, Aichi Steel Corporation
Chairman, Aichi Steel Corporation
Advisor, Aichi Steel Corporation
Director, of the Company (incumbent)
Counselor, Aichi Steel Corporation (incumbent)
QWhat is your evaluation of the Board of Directors?
AI feel that it is managed in a very good manner. At its meetings, all members, including the president, chairman, and other directors, listen sincerely to others’ opinions, including very frank ones, and if someone takes issue with a certain opinion, participants spontaneously launch into a proactive discussion of the subject. The Board of Directors meetings are held very openly and fairly, which testifies to the company having a well-functioning corporate governance system.
QWhat role do you think you are expected to fulfill as an outside irector?
AGeneral shareholders usually have few opportunities to offer their opinions directly to the management team, and I think I should ascertain whether the team is making appropriate decisions on behalf of the shareholders. However, because I myself have worked as a member of a management team, I can understand the magnitude of the responsibility assumed by the president. I therefore work to be a good sympathizer and adviser to the Board in addition to performing a monitoring function. I have made a range of managerial decisions under the motto, “You can always find hints for management by getting your hands dirty.” Taking a hands-on approach seems to have become a habit of mine as a result of working at Toyota Motor for many years. At Showa Denko, too, I visit the facilities whenever I can, seeking clues for guiding the company toward a better future.
QWhat did you feel when visiting the facilities of Showa Denko?
AShowa Denko is engaged in a range of businesses and one of its unique characteristics is that it has many professionals at each of its workplaces. I felt, however, that these professionals should interact with each other more proactively beyond departmental boundaries. In particular, Showa Denko is now struggling to generate synergy effects by using its versatile technologies, and if employees who have different knowledge and backgrounds frequently exchange thoughts and pool their wisdom it will give birth to various new and innovative ideas. In order to cultivate this kind of corporate culture, I have been advising the company to foster cross-departmental communication between directors , corporate officers and departmental managers.
QWhat do you expect of Showa Denko toward the future?
AI think the individualized businesses, which are unique to Showa Denko, have great potential. For a company to achieve sustainable growth, it is necessary to take a global view. The world needs businesses that help make all people across the world happy as well as technologies that are friendly to the global environment. Showa Denko has produced lots of individualized businesses, and I am convinced that it can continue to produce unique and epoch-making ideas going forward.

Outside Director
Akiyoshi Morita

Let us take advantage of diverse technologies to inspire synergy effect and innovation

Outside Director
Masaharu Oshima
Joined Nippon Telegraph and Telephone Public Corporation (currently Nippon Telegraph and Telephone Corporation)
Professor, Applied Chemistry Department, Graduate School of Engineering, The University of Tokyo
Project Professor, Synchrotron Radiation Research Organization, The University of Tokyo
Project Researcher, Synchrotron Radiation Research Organization, The University of Tokyo (incumbent)
Director, of the Company (incumbent)
QWhat role do you think you are expected to fulfill as an outside director?
AI believe that my mission as an outside director is to lead management to the right direction from the viewpoint of a third party. Outsiders can often take a broader view of the situation than insiders in an unhurried and sober manner.  In particular, in recent years, Showa Denko has been fostering M&A globally, and there are more and more projects in which the company must make objective decisions, including as to how much the company can pay for an M&A and on the integration process to be followed. I have been engaged in research and am not a business administration professional.However, I make it a rule to point out anything that I have doubts about from a third-party perspective.
For R&D, I work to give advice as an expert. If possible, I specify what innovation could be achieved with a certain technology and how the company can contribute to society by way of a certain product, thinking that it is critical for the company to link its own technologies with the needs of the age and society as a means of increasing its corporate value.
QThinking about the future, how should the management team utilize the company’s technologies?
AEven if you have an innovative technology, you cannot make innovation happen for society if you do not have a business model to utilize that technology. The management team therefore should at all times have a future vision regarding how to utilize and further develop the company’s technologies.
However, you should be careful not to attribute too much importance to the independent development of technologies. Every technology will eventually become outdated as time passes, and you might be able to respond more successfully to rapid changes in the broader environment by making effective use of open innovation rather than sticking to using technologies that you have developed yourself. But if you cut your R&D investment, it might endanger the future of the company, which you must avoid at all costs. What is important is to keep a good balance. On a case-by-case basis, the management team should lead the company in a desirable direction for technological development.
QWhat challenges do you think Showa Denko should meet for the future?
AI think Showa Denko can use its diversity as an advantage. The company has a range of technologies and it can definitely increase its corporate value by fusing these technologies successfully. However, I do not think the company needs to fuse its technologies in each of the business fields. The company could make large-scale innovation happen by fusing its technologies in a few promising fields to generate synergies, and what matters is the ability to identify the technologies to be fused. In the future, the speed of change will further increase due to AI and IoT, and not only executives but also on-site employees, particularly engineers, will be required to have that ability.

Outside Director
Masaharu Oshima

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