Corporate Governance

The Olympus scandal – has anything changed since then?

Unfortunately Michael Woodford did not answer the question in the title of the talk, which he gave to the Japan Society this week. It was pretty much the same talk I heard 3 years ago, only even more melodramatic and self dramatizing. But from what he said, I assume his answer would be that nothing has changed, if loyalty to seniors in Japanese companies continues as an excuse to cover up fraud. And certainly, with the recent frauds and cover ups in Toshiba, Asahi Kasei and Toyo Tire and Rubber, it’s hard not to worry that there is something rotten at the heart of Japanese corporate governance.

Woodford rather let his (understandably bitter) personal feelings towards former Olympus Chairman Kikukawa get in the way of two key points I felt. Firstly that Kikukawa was in turn covering up for his predecessor and his predecessor’s predecessor’s mistakes – it was not just about preserving his prestige and his (for a Japanese President surprisingly high) salary. So many Japanese corporate scandals turn out to have roots in previous generations, making it extremely difficult and perilous for successors to do anything about them, as the Japanese people sitting near me at the dinner afterwards pointed out. Secondly, that Kikukawa was able to get all the other directors and employees in the know to collude, not just out of their personal loyalty to him, but their fear that if the fraud was exposed, the consequences of the shame upon them and on Olympus would mean the end not only of their careers but of the company and all its 1000s of employees’ livelihoods.

The fact that Olympus survived is actually a vindication of Woodford’s approach, of public confession and resignations. But he is so insistent on making himself out to be a martyr, abused by “uncle” Kikukawa and threatened by yakuza, who nonetheless loves Japan (he kept insisting), that he rather lost the governance argument in all the embroidery of his story.

I asked him at the dinner afterwards if, rather than be a lone crusader, he had tried to get any of the Olympus directors that he says he knew as friends for 30 years or his other corporate friends in Japan (he was alerted to the fraud by a Japanese senior executive in another company) to advise him what to do, even work with him to get the problem sorted, but he said they all told him to shut up. Actually, I felt a sneaking sympathy towards them by the end of the evening.

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What Japanese companies can learn from HSBC’s compliance struggles

Descriptions of the difficulties faced by the UK multinational bank HSBC in 2015 reminded me strongly of the challenges faced by Japanese companies which are trying to globalise through acquisition. 2015 should have been the year in which HSBC celebrated 150 years since being founded in Hong Kong by British and Anglo-Indian merchants as a trade finance bank. Unfortunately this was marred by a tax evasion scandal at its Swiss private banking arm.

HSBC acquired a Swiss private bank in 1999, a few years after it acquired Midland Bank, one of the UK’s “Big Four” retail banks. Then in 2003 it acquired Household Finance, a US consumer finance operation. Up until this diversification of the business, HSBC managed its network of operations through a tight knit group of expatriates (all male until 1989) who were generalists, who had been trained like army officers in a Hong Kong “mess” (similar to a Japanese company dormitories), and were therefore trusted enough to be sent around the world to be the “man on the spot”.

This group of generalist managers found it difficult to control businesses that they knew nothing about, in countries they were not familiar with, so local executives from the acquired company were allowed to continue controlling those businesses. Unfortunately the scandal at the Swiss private banking arm was not the only failure of this approach. Two years ago HSBC had to pay a US$1.9bn fine to US authorities for failing to stop the laundering of drug money through its Mexican operation – the banking and financial services company Bital that it acquired in 2002.

If leaving control to local managers is too risky, should Japanese companies who are acquiring overseas subsidiaries continue to try to exert control through Japanese expatriates? This is neither practical, nor the solution. There seems to be a shortage of suitably experienced Japanese managers who can be sent overseas. And like the HSBC expatriates, they are generalists, and will therefore find it hard to understand what is going on in specialist areas of the business in a foreign country.

Without the Japanese expatriate acting as a liaison, conduit and interpreter however, the foreign executives soon find themselves swamped by endless requests for information from the Japan headquarters, supposedly for compliance and risk management purposes. They try to respond to as best they can, but get nothing back in return. It can lead to a sense of not being trusted, and confusion as to the right direction to take.

For HSBC, the solution proposed by many commentators and the CEO himself is to do with having a strong corporate culture and values, and processes for communicating them globally, along with rigorously implemented compliance policies. If this is in place, then a certain degree of autonomy can be given to local managers.

For Japanese companies, where human relationships are so important, to ‘process’ and ‘values’ I would add ‘people’. In future articles I will look in more detail at these three elements and suggest some practical steps to take.

This article originally published in Japanese in the Teikoku Databank News also appears in Pernille Rudlin’s new book “Shinrai: Japanese Corporate Integrity in a Disintegrating Europe” – available as a paperback and Kindle ebook on Amazon.

Diversity on boards in UK and Japan

The UK business media has paid more attention than usual to Japanese business topics, thanks to the new corporate governance regulations that have been introduced in Japan on June 1^st. Corporate governance is still a hot topic in the UK, 23 years on from the Cadbury Report which made similar recommendations to those being adopted in Japan, and has been influential on EU and US regulations since.

External directors are now a standard feature of British boards, but there is still concern that there is a lack of diversity in the membership of the boards of British companies. What we call in the UK an “Old Boys’ Network” still operates in the appointment of board members. It is a natural human instinct to prefer to hire people who are similar to you and many appointments are made through personal connections rather than publicly advertised.

The most recent update on another corporate governance review, the Davies Report of 2011, which recommended an increase representation of women on FTSE 100 (Financial Times Stock Exchange) boards to at least 25% by 2015, was issued in March of this year. Good progress has been made on having more women non-executive, external directors, but the percentage of executive directors who are women is still very low (4.6% for the FTSE 250).

In addition to the “Old Boys’ Network”, boards want to appoint people with a strong track record in a particular industry or who have financial expertise. Women tend to have more varied, generalist careers or are professionals in areas such as HR or marketing. There is still a lack of women rising up through the ranks in traditionally male industries such as IT, banking or engineering.

Of course the whole point of having more diverse boards, with different expertise and backgrounds, is to encourage debate in board meetings and more transparency of information, which is supposed to lead to better governance, innovation and management of risk. Having to explain issues to people who are not expert in your company or industry can help uncover unthinking assumptions and bring fresh perspectives.

Japanese companies in the UK banking and insurance sectors have come under heavy scrutiny from the UK Prudential Regulation Authority recently. The PRA has the right to interview and approve the appointment of directors to financial sector companies, and also to see the “board pack” (documents for the board meetings) and minutes of the meetings.

Newly appointed Japanese directors have found it very difficult to answer the standard PRA question “why did you choose to take up this role?” when in fact they were simply told to become a director by Japan headquarters. Most board meetings in the UK just rubber stamped decisions made through nemawashi outside the meeting, so the board pack and the minutes were minimal, and in Japanese.

As board diversity increases in Japan, hopefully Japanese companies will become more used to providing a greater quantity of information and more transparency about decision making, which will help the boards of their overseas subsidiaries function better too.

This article was originally published in Japanese on 8th July 2015 in the Teikoku Databank News and also appears in Pernille Rudlin’s new book “Shinrai: Japanese Corporate Integrity in a Disintegrating Europe” – available as a paperback and Kindle ebook on Amazon.

“Japanese managers have been brainwashed by the West” and should aim to be ‘virtuous companies’ instead

An interview with George Hara, currently Chairman of Alliance Forum and former board member of various Silicon Valley start ups as a venture capitalist kicks off Nikkei Business’s attempt at finding a new standard for evaluating Japanese companies, beyond the shareholder capitalism model.

Instead of “Good/Best company”or “Great Place to Work” and all the other awards you can get, the Nikkei proposes ‘Yoi‘, which can be translated as ‘good’ but is probably better translated as ‘virtuous’. They even deliberately write the headline ‘Yoi kaisha‘ (‘Virtuous company’) in Japanese brush stroke calligraphy.

Hara doesn’t think the term ‘stakeholder capitalism’ quite covers what he and the Nikkei are getting at, even though he says the company should be measured on the benefit to employees, customers, partners and regional society as well as shareholders. He prefers ‘shachu‘ (which my dictionary translates as clique or troupe) or public benefit capitalism – meaning that all the concerned parties have a common objective.

He particularly criticises the way companies in the US – the home of full blooded shareholder capitalism – such as Hewlett Packard or Dupont find that putting shareholder interests first means firing people even when there are record breaking profits, or not being able to invest in long term projects to develop technologies which will benefit society.

Japanese corporate leaders used to be much more inclined to public benefit capitalism, and the cause is not lost yet, says Hara – citing that when he showed the great and the good of the IMF around Tokyo’s underground system recently they were full of praise for how clean, orderly and busy a city supposedly suffering from a 20 year recession was. Japan should be setting its own standard for the rest of the world, he feels.

Following on from this, Nikkei Business have come up with a Yoi company metric, based on profit, changes in employee numbers, corporate tax contribution and share price over the past 10 quarters for 3841 Tokyo stock exchange listed companies and the top 10 are:

Softbank
Fast Retailing* (Uniqlo) (Yanai, the founder and also board member of Softbank is quick to throw this back in the face of those who have termed Fast Retailing a “black company”)
Keyence
Fanuc (the current target of shareholder activist Daniel Loeb)
Yahoo
Aeon Mall
Rakuten
Mani (medical devices)
Japan Tobacco
Takeda Pharma *
Central Japan Railway
KDDI
ABC-MART
Sumitomo Real Estate
USS　(car auctions)
Astellas Pharma*
Toyota*
SMC (automatic control equipment)
Nakanishi (motor spindles, micro grinders)
Trend Micro (security solutions, founded in the USA, HQ in Japan)
Sysmex (healthcare)
Hisamitsu Pharma
Komatsu*
Terumo
Canon*
Honda*
Makita
Nitori Holdings (furniture)
Shimano
J Trust

Other of our Top 30 Japanese companies in Europe* in the top 100

Bridgestone #41
Denso #46
Sumitomo Electric Group #51

In our Top 30 in Europe but not in the Top 100 Yoi companies:

Fujitsu, Ricoh, Sony, Asahi Glass, NSG, Toshiba, Hitachi, Panasonic, NTT Data, NYK, Fujifilm, Olympus, Mitsubishi Chemical Holding, Nomura, Nidec, Sharp, Daiichi Sankyo, Kao, Seiko Epson

Why Mitsubishi executives rarely represent Japanese business

The heads of the Japanese Chamber of Commerce and Industry, the Keidanren (Japan Business Federation)and the Keizai Doyukai (Japan Association of Corporate Executives) are considered to be the three key positions for business and industry in their interactions with government – to influence government policy and “receive ministerial guidance” in return. So business and political commentators always like to speculate and analyse who has been chosen and from which company, and why.

When the appointment of Yoshimitsu Kobayashi, the current president of Mitsubishi Chemical Holdings as the new head of the Keizai Doyukai was announced in November of last year, Nikkei Business magazine jumped on it as an opportunity to look at how the corporate culture of the Mitsubishi group (keiretsu) is perceived by the Japanese corporate world.

Apparently Kobayashi’s appointment had the unanimous support of the Keizai Doyukai members and his contribution as a member of the government’s Industrial Competitiveness Council also stood him in good stead. It’s also thought that he will step down as President of Mitsubishi Chemical Holdings in 2015 so will be able to devote himself full time to the association.

Kobayashi stated that he “wants to be involved in economic activism from the basis of contribution to society [corporate social responsibility]” – presumably an echo of the “kaiteki” philosophy he espoused at Mitsubishi Chemical Holdings, and also to counter the kinds of accusations that the Nikkei Magazine journalist himself goes on to make, which is that the Mitsubishi group of companies has so far been seen as being mainly concerned with protecting its own members’ interests.

The Nikkei points out that no member of the Mitsubishi group has headed up any of the three organisations for the past 20 years. Yorihiko Kojima, current chaiman of my alma mater Mitsubishi Corporation, the group’s trading company, was mentioned as a possible successor to lead the Keidanren, but in the end Sadayuki Sakakibara of Toray was chosen, as it was felt that it was better to have a manufacturer at the helm. Hideaki Omiya of Mitsubishi Heavy Industries was also in the frame, but rejected because of MHI’s involvement in the defence industry.

All these appointments, it seems to me, can be explained by the way Japanese businesses strive to be seen as socially responsible and ethical and as representative of Japan’s self image as a nation, as much as it is about political connections.

Mitsubishi is usually contrasted with the Mitsui group as being “organisation” focused whereas Mitsui is more about “people”. I’ve asked many Japanese business people what this means in practical terms. Apparently when dealing with Mitsui, internally or externally, who you know and who they know is the key to getting business done, but with Mitsubishi, the individual is less important than getting the organisation to work for you. The Nikkei says it means Mitsubishi group companies are motivated to do things only by how the group will benefit as a whole, which accounts for the caution with which they are treated by other companies outside the group.

So why was Kobayashi chosen? Partly because there were no other candidates, says the Nikkei. Lawson President Takeshi Niinami (who is actually a Mitsubishi Corp alumnus, and Lawson is a Mitsubishi group company, so I think the Nikkei might be overstating the case somewhat re Mitsubishi’s lack of involvement) has been poached by Suntory Holdings so is out of the race for such positions. Also many Presidents are too busy with global competitive pressures to spend the money and time needed to head up the top of a business group.

The Keizai Doyukai is also seen to be losing influence. It was close to the opposition Democratic Party of Japan, but now the ruling LDP has revived, the Keizai Doyukai has lost its raison d’etre. “I was worried during the vetting process, but I slowly began to realise it was something I had to do” says Kobayashi, which Nikkei terms a rather innocent comment – “Kobayashi is being viewed somewhat coldly by those around him.”

Japanese management by telepathy and Ninja skills does not work for overseas M&A

The precis below is from an article written by Chieko Matsuda (Executive Director of Booz Allen Hamilton in Japan) for Nikkei Business Online’s “Corporate Governance for Everyone” series, in Japanese, but I felt as I translated it, that it was my own words, so completely do I agree with what she is saying:

Japanese companies often have an “overseas business development unit” to carry out their global M&A. However the mission of this organisation should change depending on the stage reached in expanding overseas. Even if it starts as “business development”, it often turns out that it has to manage the subsidiaries as well. So at the same time as stepping on the accelerator to grow the business, it is supposed to press on the brake, as a shareholder and auditor. When it comes up with solutions to this dilemma, nobody will help the unit out, claiming that “overseas business is your specialist area”, and “nobody speaks English in our unit”

The audit function needs to be strengthened – Japanese companies are far too weak when it comes to risk management with regard to their overseas operations. It is necessary, if expanding overseas, to “control through structure” and review rules, processes and formats. Japanese style management through telepathy will not work for overseas M&A.

In order to design the structure in detail, it is necessary to decide on the direction. What the company should not do, and what it should preserve. If this is left vague, then it will lead to a sense that “we have no idea what the parent company is thinking”.

The top priority therefore is to set the corporate mission and values. What are we trying to do, how will we do it, which way are we facing – it is control through corporate culture as well as through structure.

The corporate vision needs to be concrete, and something that can be translated in an understandable way into many languages. It should be a base for making decisions – to go left or right – not just pretty words.

If the corporate vision and culture is not secure, then it is difficult for diversity to take root. WIthout diversity, the company will not be competitive. A homogenous workforce was efficient for labour intensive production, but we are now in an era of competition of ideas and innovation. New ideas and innovation require a diverse workforce, and what will unite a diverse workforce is common corporate culture and vision.

It is of course partly up to the top management to communicate this corporate culture and vision, but middle management must also be able to use it within their teams. It can’t just be about “reading the air” in the traditional Japanese Ninja way. What do you do if there is a claim from a customer? It cannot be resolved through kiai (“fighting spirit”) and konjou (“guts”). Wouldn’t it be convenient if you had a touchstone, for when there was a problem to be solved?

If you are being acquired by a Japanese company, you may be interested in Japan Intercultural Consulting’s (represented by Rudlin Consulting in EMEA) post merger integration services.

Japanese corporate governance should follow the German, not Anglo Saxon model

Ulrike Schaede (Professor of Japanese Business at the Graduate School of International Relations and Pacific Studies at the University of California, San Diego) urges Japanese companies to follow the German rather than US corporate governance model in her latest article for the Nikkei Online. She suspects that the target of 8% minimum ROE for Japan’s listed companies, as proposed in August of this year by the Ito Review for the Ministry of Economy, Trade and Industry, was set with reference to the US average of around 15% ROE. While supporting an improvement in ROE for Japanese corporates, she argues that comparing ROE in two such different economies is like comparing the ‘moon to a turtle’.

Similarly she argues that dividend payout ratios (usually criticised for being way too low for Japanese companies) cannot be meaningfully compared across industries, let alone across countries.

In fact Japan’s commercial law, dating from the 19th century, was based and German and French laws. The German chairman of the executive committee is similar to the Japanese President of a company – the legal representative of a company. Their decision making powers are far more limited than the American CEO. Over 50% of American CEOS are also the chairman of the board, but this dual post has come under heavy criticism recently.

In Germany, it is illegal for an executive to be both the chairman of the executive committee and also on the board of directors, unlike in Japan and the USA. Furthermore, if the company has more than 2000 employees, there must be a representative of the company union on the board.

Schaede also thinks the frequency of board meetings in Japan – every month – is a problem, if external directors who need to travel long distances to get to them, are to be able to attend. She recommends meeting quarterly, but for a full day rather than just 3 hours and that the strategy of the company, rather than reports on past events should be discussed.

Such reforms would allow Japan to set a new style of corporate governance in Asia, she believes. But if the main driver for reforming corporate governance is to attract foreign shareholders or keep them happy, it seems to me, from my recent conversation with a woman who invests funds on behalf of high net worth individuals, that the US model is the one most investors judge by. She has never invested in Japanese companies, because the dividend pay out is too low. She’s not interested becoming a shareholder in stakeholder oriented companies.

Mitsubishi Heavy Industries – feminise and foreign-ise to stop being fossilised

The cover story for the Nikkei Business magazine (JPNS) for October 20th 2014 is somewhat doom and gloom,claiming that Mitsubishi Heavy Industries’ reforms were too slow, and it’s now in the last chance saloon. The four part special includes an interview with the president, Shunichi Miyanaga, who has been leading the reforms and also a handy checklist so you can make sure your Japanese company hasn’t also become fossilised like MHI. One of the items on the list is whether “You have lots of Japanese expatriate staff, and the local hires view them as the secret police”

The online counterpart to Nikkei Business also has an interview with Christina Ahmadjian, an American who has lived in Japan for 17 years and is now a professor at Hitotsubashi University, who was appointed as an external, or “outside” as they say in Japan,director of MHI in 2012. She’s also on the board of Eisai, the Japanese pharmaceuticals company. Needless to say, she speaks fluent Japanese – and was also an “accidental Office Lady” in her past, at Mitsubishi Electric.

She termed MHI “super-Japanese” for its slow decision making and initially did not want to take up the role. Her friends cautioned her, saying there are plenty of other Japanese companies who are more advanced in their reforms that she should consider. However the then President and chairman took her presentation to the board very seriously, which led her to decide to “try it for a year, and quit if it didn’t work out”.

She continues this un-Japanese attitude by regularly asking in board meetings “who is accountable” and asks for specific commitments from anyone who uses the typical Japanese vague term “kento shimasu” (we will study this further). She also insists that strategic rather than technology related subjects are discussed in the board meetings.

President Miyanaga has also changed the board meetings, through reorganising the company into four domains, and decreasing the representatives accordingly to the board, which has allowed for smoother discussions. Ahmadjian says she is surprised by the speed at which Miyanaga has moved, and also how careful he is to share all information with her, including on any M&A activities. Previously, Japanese companies had been reluctant to involve external directors as they were concerned that confidential matters would be leaked.

Nonetheless, MHI is still slow compared to the foreign competition, she says. MHI is beginning to appoint non-Japanese to senior positions overseas but there is a lack of candidates internally. It’s not always the case that it is easier to get rid of people in foreign companies, she argues – in Europe the unions can be very strong and she suggests that some Japanese companies are using legal barriers as an excuse not to restructure, and are in fact “zombie” companies.

“I am a watch dog, making sure MHI do not slack off on their reforms” she concludes.

Successes and failures of Japanese cross border M&A (2 – Daiichi Sankyo and Ranbaxy)

In September 2013 the US Federal Drug Agency issued an import alert, prohibiting further manufacture of FDA regulated drugs at one of Ranbaxy Laboratories’ Indian factories, causing shockwaves at Daiichi Sankyo, who had bought 64% of Ranbaxy in 2008. This was the second time an alert had been issued in the past 5 years.

Nikkei Business, in their series on Japanese cross border M&As, draws parallels with the NSG/Pilkington case blogged previously saying that the same mistakes had been made by the Japanese acquiring company, in failing to do enough analysis beforehand.

Daiichi Sankyo thought it had fixed the quality problems which were exposed by the FDA in 2009, by firing the Ranbaxy former owner and CEO and sending a director from Japan as well as a quality control officer from the US subsidiary.

Daiichi Sankyo has not disclosed to the Nikkei the cause of the quality problems – apparently this is not even shared widely within the company. The Nikkei supposes that Daiichi Sankyo lacked understanding of Ranbaxy’s organisational structure and corporate culture. A supplier to Ranbaxy explains that “Indian companies do not work in a team the way Japanese companies do. There is a lack of solidarity, and a lack of trust between the boss and subordinates. There is just the hierarchical link between directors and employees. Orders from above are obeyed unquestioningly, and even if juniors sense there are problems, they do not say anything.”

Another comments “Employees in Indian companies are different from Japanese companies in that if they are asked for data and documentation from the authorities, they do not put the information together very thoroughly. There is also not the atmosphere where issues can be openly disclosed.”

If this is the case, it is therefore difficult to understand what is going on from the outside, and the word of the people on the ground cannot be 100% relied on, notes the Nikkei. What is needed for successful M&A is a strengthening of governance – management must be given the structures to understand exactly what is going on on the shopfloor.

As the Nikkei concludes, another failing of Japanese cross border M&As often lies in not being able to appoint a trusted person who also has the necessary local and industry expertise. The Indian executive, Atul Sobti, whom Daiichi Sankyo appointed in 2009 to replace the CEO/owner had previously been an executive at Japanese car companies, only lasted a year. In my experience, it is often the case that Japanese companies rate familiarity with Japanese corporate cultures over industry expertise when hiring local senior management. However Daiichi Sankyo seem to have changed their mind on this, as the successor to Sobti, Arun Sawnhey, is a pharmaceutical industry veteran.

One reason Japanese companies often give for not interfering too heavily in the newly acquired subsidiary is that they are anxious to retain the existing senior management, recognising that they do not have executives in the Japan headquarters they can despatch who have sufficient local and global industry experience and expertise. At the same time, judging by both the Ranbaxy and Pilkington cases, the local executives complain of a lack of access, support and influence in relation to the Japan HQ to carry out their jobs, and leave, or conversely, are quickly got rid of when problems arise or financial targets are not met.

A better balance has to be found between implementing the necessary changes to governance and strengthening oversight, whilst also ensuring that the senior local executives are given the support and integrated into the network back in Japan HQ to allow them to perform their roles effectively. Japanese executives are too ready to keep non-Japanese executives at arm’s length, so that if there are any problems, Japanese executive hands are clean.

The man who turned Hitachi around #5 – globalization of people

As well as the train business in the UK, the other case study that Takashi Kawamura, former President of Hitachi gives as a model of globalization is the data storage business, which was turned into a “solution” business rather than just selling Hitachi’s hardware. Kawamura says the person responsible for starting this change was the CEO of Hitachi Data Systems in the USA, Jack Domme. The key words which changed the business were “disaster recovery” and Domme hired people who weren’t just salesmen, but engineers, who could listen to customers and make proposals.

As well as having a strong local leader heading the UK train business and HDS, Hitachi’s China elevator business is also headed up by a Chinese President. According to Kawamura, all these businesses have switched to being “solution” oriented, to compete with IBM, Siemens and GE – this could not have been done if they were led by Japanese “sheltering under the umbrella” of Hitachi.

3 of Hitachi’s 13 board members are non-Japanese. The executive officers are still all Japanese but Kawamura thinks this needs to change too, so that non-Japanese are heading up Hitachi’s business divisions. “If our European rail business expands, then it might be better to have a British person heading up our transport systems division. If diversity advances in this way, then there will be much more lively debates and innovation, and it will be easier to undertake structural reform”

Hitachi aims to reach an operating profit of 7% (from the current 4.7%) by FY 2015, to close in on Siemens. “What is needed to be a globally excellent company is speed” says Kawamura.

From 2011, around 1000 young employees are sent out each year to work overseas for a maximum of 3 months. This is 10 times more than previously, and represents about a quarter of each cohort. Kawamura says it is done not just because Hitachi can afford it, but to show that the company is serious about globalization and also to act as a wake up call to the young employees about how much further they have to go in order to speak English or other foreign languages fluently, and to create relationships with local customers.

Around 60% go to developing countries – Kawamura says they have to survive some tough challenges, which in some cases have really changed employees’ mindsets.

There are are also top down diversity initiatives to globalize people, through the governance of the company. In 2012 Kawamura increased the number of external directors from 4 to 7 out of the 13 board members, and raised the number of non-Japanese from 1 to 3 and this year added the first foreign female board director, Cynthia Carroll, formerly of Anglo American.

“This diversity should have an impact on the mindset of our employees, but the other effect is to liven up board meetings. Japanese board meetings usually do not have much debate or discussion – the decisions have already been made at the management committee or operational committee level. And in companies like Hitachi which are very vertical, executives do not comment on other business divisions – they feel they are not qualified to criticise.

So our board meetings have become extremely “frank”, actually I feel beaten up by them – they ask why we have not reached 5% operating profit, why such elite Japanese graduates don’t seem to be very motivated, why we are so mild and not competitive. We use simultaneous interpreters in the board meetings, so the comments come bouncing out at us in real time. It’s not just criticisms, but also new business ideas come out of these meetings – new technologies we should adopt or businesses we should collaborate with. We held one of our board meetings in India, to show we were serious about tripling our business there. We are thinking to hold our board meeting somewhere in the USA this year.

George Barclay, who was CEO of 3M is actually British, and the current CEO is Swedish. Although 3M is an American company, Americans are in the minority on the board. Barclay tells me that’s normal if you want to compete globally”

It will also help with structural reform. Hitachi has just completed a global database of 300,000 personnel. This will be used for unified appraisals and global mobility of staff. Kawamura would like to see more non-Japanese in Japan, in team leader or General Manager positions. Seniority based promotion will probably come to an end.

Kawamura finishes the series by saying that he was too old to be President, which is why he handed over to Nakanishi after a year. He sees the role of Presidency as an agent – if there is proper diversity, then the company and the management will be “smart” and “aggressive” and the President does not even need to be charismatic.

Category: Corporate Governance