Special Feature 2: Dialogue with the Outside Directors

Teruyasu Mutaguchi (Outside Director, Chairperson of the Board of Directors) / Takeshi Ogita (Outside Director)


April 1973 Joined Fuji Electric Co., Ltd.
April 2008 Director, CTO, Fuji Electric Retail Systems Co., Ltd. (now Fuji Electric Co., Ltd.)
April 2010 Director, CTO, Managing Executive Officer, Fuji Electric Retail Systems Co., Ltd.
April 2011 Head of Saitama Industrial Technology Center
April 2015 Innovation Coordinator at the Kanto Regional Collaboration Office, Regional Collaboration Promotion Division, Research and Innovation Promotion Headquarters, National Institute of Advanced Industrial Science and Technology
Industry-Academia-Government Collaboration Senior Coordinator at the Comprehensive Open Innovation Center, Saitama University
June 2016 Outside Director of the Company (current)


April 1980 Joined Sankyo Co., Ltd.
July 2004 Corporate Officer, Head of New Drug Development Division, Sankyo Co., Ltd.
April 2007 Executive Officer, Head of Pharmaceutical Technology Division, Daiichi Sankyo Co., Ltd.
June 2009 Member of the Board, Senior Executive Officer, Daiichi Sankyo Co., Ltd.
April 2014 Member of the Board, Senior Executive Officer, Head of Vaccine Business Intelligence Division, Daiichi Sankyo Co., Ltd.
President, Kitasato Daiichi Sankyo Vaccine Co., Ltd.
April 2017 Guest Professor, Graduate School of Creative Science and Engineering, Waseda University (current)
June 2018 Outside Director, Japan Hades Co., Ltd. (current)
June 2020 Outside Director of the Company (current)

Continuing to Support “Corporate Evolution through ESG Management” from an Outside Perspective with Knowledge from Different Fields

TS TECH actively works to enhance corporate governance in order to achieve sustainable business growth and improve corporate value. For this year’s report, Teruyasu Mutaguchi, who was appointed as TS TECH’s first Outside Director and serves as Chairperson of the Board of Directors, and Takeshi Ogita, who was appointed as a new Outside Director in fiscal 2021, discussed their evaluations of the Board of Directors and governance as well as the challenges for further growth.

The Atmosphere of the Board of Directors

I am free to comment from an outside perspective. (Mutaguchi)

There is greater fairness and objectivity because an Outside Director serves as Chairperson of the Board of Directors. (Ogita)


I think the roles that are expected of an Outside Director of the Board of Directors are centered around “pressure” and “cooperation.” I try to create a “sense of pressure” for each of the Directors by expressing opinions from an outside perspective that is not just an extension of the conventional TS TECH point of view, and I also strive for “cooperation” by communicating effectively with all of the executives.

When meetings of the Board of Directors are held, the secretariat provides us with thorough preliminary explanations of the agenda, and I feel that the atmosphere of the Board of Directors enables the Outside Directors to make comments freely without any worries. Although the type of product was different, I pursued a career in the manufacturing industry to which TS TECH belongs. Based on that experience, I provide my frank opinions on initiatives in production management and quality control, which are indispensable for the manufacturing industry, as well as the validity and timeliness of responses to various management issues.


Since I was appointed during the current fiscal year, there may be a number of things with which I am still unfamiliar. However, I feel there is an extremely positive atmosphere in terms of “freedom of speech.” Also, I have the impression that there is greater fairness and objectivity in the proceedings because Mr. Mutaguchi, an Outside Director, serves as the Chairperson of the Board of Directors.

Evaluations of the Effectiveness of the Board of Directors

The intrinsic elements of governance demanded by society are in place. (Mutaguchi)

I hope to make useful proposals about management issues aimed at sustainable growth, such as the training of successors. (Ogita)


In 2018, TS TECH introduced third-party evaluations of the effectiveness of the Board of Directors. Looking at the results, I feel that the effectiveness of the Board of Directors is improving steadily every year. I believe the results of executive training are the main reason for this progress.

Over the past few years, there has been a generational change of the Internal Directors at TS TECH, so, as a global corporation, I think TS TECH needs to conduct additional training regarding awareness of various issues and expert knowledge. Also, based on the results of the third-party evaluations, we will place an even greater focus on issues regarding corporate governance structure, the decision-making processes for the nomination and remuneration of directors, and diversity on the Board of Directors. TS TECH is a company with a Board of Auditors, and, although it differs from the Western-style standard corporate governance structure that is being called for of late, my evaluation is that both the necessary transparency and fairness, which are the intrinsic elements of governance, are in place.


You mentioned corporate governance structure. An organizational framework should be arranged so that it matches a company’s actual circumstances and substance. If a company’s current framework is functioning properly, I think it is a very positive thing. However, considering the sustainable growth of TS TECH going forward, I think that some changes are necessary. In particular, successor training for the management team is a key management issue, so I am hoping to closely monitor human resource recruitment mechanisms and make some useful proposals.

Improving Corporate Value

We need to work on carefully building a foundation for growth, particularly in tough times. (Ogita)

A balance of “execution” and “supervision” supports sustainable corporate growth. (Mutaguchi)


Stability and growth are both needed to increase corporate value. Looking at the consolidated balance sheet, I can see that TS TECH does not have any problems in terms of stability, but what will be important in the future is growth strategy. The Board of Directors continues to discuss the feasibility of the growth strategies proposed by executives.


I also consider stability to be one of TS TECH’s strengths. However, looking ahead to medium- and long-term growth, a new business model may be required going forward in order to overcome changes in the operating environment, such as a shift in customer or market needs. Because building a new business model also requires the creation and establishment of a new corporate culture, it might be a struggle using internal capabilities alone. In such a situation, I hope to give my opinions as an Outside Director so that TS TECH can use its potential to create new value.


In order to create new value and continue growing, it is necessary to venture into new businesses, and, at the same time, it is important to pursue increased customer satisfaction across all aspects of quality, cost, delivery, and service (QCDS), which is a permanent challenge for a manufacturer. In addition, I think it will be necessary to be at the forefront in research and development to be competitive in the automotive industry, which is experiencing a once-in-a-century transformation. At the moment, we are facing a revolution in the way we work triggered by the COVID-19 pandemic, so I think we have to thoroughly increase efficiency in each business domain, thereby paving the way to an increase in corporate value.


There are many issues that need to be tackled, and times are tough due to COVID-19. However, I believe that in tough times companies should be especially determined to work on building the foundations for growth. Accurate identification of future market trends, the targeting of key customers for growth, and a clearer growth strategy will impact post-COVID-19 growth. I think that TS TECH already has the assets for growth, so how it will use those assets will be both important and extremely interesting. For me, the automobile industry is a business sector that I had not previously experienced, so I may sometimes give opinions that the Internal Directors find a bit outlandish. However, I regard this as being one of the things I am expected to do, so I will continue actively making proposals to contribute to building the foundations for the further growth of TS TECH.


As the Chairperson of the Board of Directors, I will continue working to further enhance its effectiveness through such means as invigorating the discussion at the Board of Directors and making proposals on matters brought up for debate. I also intend to continue expressing my opinions without hesitation as an Outside Director as necessary. A balance of “execution” and “supervision” is indispensable for sustainable corporate growth, and I believe this balance is achieved by bringing external perspectives into the Board of Directors. I will conduct Board of Directors’ meetings so that we take full advantage of the special qualities of the Outside Directors as well as contribute to “corporate evolution through ESG management,” which TS TECH has set forth in its 14th Medium-Term Management Plan.

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