DyDo Group Holdings

Outside Director Evaluation of Effectiveness and Findings

(March, 2020)

Aim for more active discussion between internal and outside directors

Shinji Mori
Independent Outside Director

Director management is improving year by year, especially following the transition to a holding company structure in 2017. On the whole, management is reaching a fully sufficient level, including in sharing and content of briefing materials and the amount of time allocated for deliberation on the day of the meeting. However, with respect to the newly-initiated orphan drugs business, I have the sense that so far, sufficient information has yet to be gathered.

The International Beverage Business started in a similar fashion, and was progressively refined as more information was gathered. As such, I would like to see refinements made to the strategic direction more gradually, until the business is ready to manage. I believe that the policy of developing human resources for the next generation, part of Mid-term Business Plan 2021, is also being discussed internally, but this would seem to be an important issue for discussion by the Board as well. Human resource development can lead to effective governance, and I would like to see discussion deepened further.

In terms of the Board’s operation, the president and internal directors pay close attention to the opinions offered by us, the outside directors. However, these opinions are voiced mainly through questions and answers. The outside directors and the corporate auditors have ample opportunity outside Board meetings to exchange views, but if the internal directors could state their opinions more actively, I believe it would be extremely useful for the outside directors, facilitating deeper discussion, and leading to a more active Board.

  • Apr. 1972
    Joined the Legal Training and Research Institute of Japan
  • Apr. 1974
    Appointed as a judge on the Yokohama District Court
  • Apr. 1986
    Appointed as a judge on the Kyoto District Court
  • Apr. 1989
    Registered as a member of the Osaka Bar Association
  • Apr. 2001
    Appointed Corporate Auditor of the company
  • Apr. 2014
    Appointed Director of the company (his current position)

Discuss important proposals in each business company-wide, from a medium- to long-term standpoint

Masataka Inoue
Independent Outside Director

The Board discussed the mid-term business plan from a medium- to long-term perspective in fiscal 2018, the year the plan was formulated. However, I believe that the time allocated to discussion from that point of view in fiscal 2019 was insufficient. In particular, the plan for the Domestic Beverage Business, which is the company’s core business, is not simply an issue for the operating companies, but is an important initiative for the group. I think more discussion should take place at the level of the holding company’s Board of Directors. Further, time for discussion by the Board alone is limited. As such, I have asked for opportunities, even non-public ones, to be created for further discussion.

The materials we receive in advance are clear and the explanations are detailed. However, I hope to see deeper discussion concerning the strategic significance of measures, the end state they are meant to bring about, and the KPI milestones toward that end state. For example, a medium-term goal of “establish our overwhelming superiority over other companies” was established for the Domestic Beverage Business. However, it will be essential to discuss what such a position would look like and where to set the bar for achieving it. Only then will it be possible to translate the goal into a concrete plan and a roadmap.

Time allocated to discuss overall management strategy and important investment proposals is currently increasing. However, I hope to see those whose role it is to safeguard shareholder interests seek higher investment return targets, bolster standards for withdrawing from investments to avoid losses, and be tenacious in pursuit of their objectives.

  • Apr. 1978
    Joined Nakano Vinegar Co., Ltd.
  • Jul. 2005
    Appointed Director at Mizkan Group Corporation
  • May 2007
    Appointed Managing Director at Mizkan Group Corporation
  • Oct. 2009
    Appointed Standing Auditor at Mizkan Group Corporation
  • Mar. 2011
    Appointed Divisional Manager in charge of theManagement Auditing Office at Mizkan Group Corporation
  • Mar. 2014
    Appointed Divisional Manager in charge of the Business Planning Division at Mizkan Holdings Co., Ltd
  • Mar. 2016
    Left Mizkan Holdings Co., Ltd.
  • Apr. 2016
    Appointed Director of the company (his current position)