TOYO CONSTRUCTION I INTEGRATED REPORT 2024Construction as a company with a long history and a stable management foundation, and my opinion remains unchanged today. However, such strengths also have the potential to work against a company embarking on new challenges. A company sometimes needs inducement or a jolt of momentum from outside to venture into uncharted territory with the power to deny its past or to create a sense of urgency. Directors responsible for business execution acquire information from daily interactions, but outside directors do not have the same access to information. For exactly this reason, I think the executive team should be more receptive to our opinions. We are a step removed from corporate issues needing discussion and see situations from a different perspective. It would be ideal if our opinions could be the fuel that enables the executive team to drive the organization forward.Uchiyama: I get the impression that communication, vertically and horizontally, is not as efficient as it could be, due to the homogeneous management style maintained by the Company to date. In that sense, we outside directors are quite literally outsiders. What we say could spark a sense of urgency—in a positive way, I hope—that brings about change, including more robust communication. Matsuki: There may well be a separation of the oversight and execution functions, but if the Board of Directors focuses solely on supervision, a top-down approach might be perceived. Cooperation between directors with oversight responsibilities and directors with execution responsibilities is vital to prevent the execution team from falling into the trap of responding only to requests from the board. Therefore, I would encourage efforts to promote discussions at board meetings that support the execution team in contributing to higher corporate value. On this point, I think it is significant that the Executive Committee, previously an advisory body to the president, transitioned to a decision-making body with approval authority. As a result, the corporate posture is crystal clear. The execution team no longer just implements decisions made by higher-ranking directors. Rather, the decision-making process is inclusive, with all directors considering the issues and discussing options. Fujii: The atmosphere at board meetings is extremely free and open, but as an outside director, I have to ask the many questions I inevitably have. When I ask questions, I take care to ensure that inside directors understand why I need clarification on a topic. At times, I feel communication between inside directors and outside directors, and between directors responsible for oversight and those responsible for execution, could be better. It is like we are playing catch but dropping the ball a lot. I too must endeavor to express my thoughts clearly and fully. Reducing the number of resolutions at board Matsuki: The Company has always been able to generate steady profits even without a strong desire to make changes or grow the business portfolio. However, if the status quo is allowed to persist, the Company’s survival 20 or 30 years down meetings would be helpful by allowing more time for discussing key issues. It is important that we do not end board meetings with discussion of an issue left unsettled because, ultimately, back-and-forth discussions will organically lead to the next step in addressing an issue. Matsuki: Outside directors possess backgrounds that differ from the knowledge and career history of directors who have always worked within the Company. If we ask questions that inside directors have never heard before in their work, they might wonder, “Why ask that?” and try to sidestep the question. It is my hope that such “why” moments are the precursor to in-depth dialogue. Uchiyama: Until now, the Board of Directors has focused on its role as a decision-making body, which may have restricted dialogue opportunities. When I once participated in an internal executive meeting as an observer, my impression was that while the reports were excellent in content, few questions were raised and there was little disagreement or discussion about the future direction. Board meetings to date may have been an extension of this refrained engagement format. In certain situations, then, the simple question “Why?” might be rather difficult to answer. I hope that we outside directors can have more input and, with fuller access to materials for discussion, offer a wider range of comments. the road could be in jeopardy. There is also a chance that the market itself will shrink, and some businesses will not be able to expand. I believe that decisions made with all stakeholders in mind and efforts to enable directors to demonstrate the multifaceted and extensive insights and expertise each possesses are crucial to the quality of board discussions, which in turn facilitate dynamic management decisions. —— Kazumichi MatsukiManagement decisions to drive growth in offshore wind power construction business27
元のページ ../index.html#29