Status of External Executives
By appointing external directors and external Audit & Supervisory Board members who have no special-interest
relationships with the Company and are highly independent of the Company, the Company aims to reinforce its
corporate governance and augment the Group's overall management quality.
The Company has formulated the
Standards for the Independence of Independent Outside Executives shown below.
The above-mentioned
external directors and external Audit & Supervisory Board members satisfy these standards and the Tokyo Stock
Exchange's independence criteria. The Company has notified the Tokyo Stock Exchange that all of these
executives are independent executives.
Standards for the Independence of Independent Outside Executives
The Company has formulated the following standards related to independence with respect to its selection of candidates as independent outside executives (external directors and external Audit & Supervisory Board members designated by the Company as independent outside executives).
Further Information
Candidates must satisfy the various conditions for external directors and external Audit & Supervisory Board members based on the Companies Act. Individuals to whom additionally none of the following apply are considered to satisfy the Company's independence standards.
- A person executing the business (*1) of the Company or an affiliated company (*2) of the Company (below, referred to collectively as the "Mandom Group")
- An entity that is a major supplier (*3) of the Mandom Group or a person executing the business (*1) of such an entity
- A major customer of the Mandom Group (*4) or a person executing the business (*1) of such a partner
- A major shareholder that holds 10% or more of the total voting rights of the Company, either directly or indirectly, or a person executing the business (*1) of such a shareholder
- An entity in which the Mandom Group holds 10% or more of the total voting rights, either directly or indirectly, or a person executing the business (*1) of such an entity
- An entity that has received annual donations of ¥10 million or more from the Mandom Group in the most recent business year or an entity that belongs to such a corporation or other organization
- A consultant, accountant or legal professional who receives a large amount of monetary consideration or other property (*5) other than executive compensation from the Mandom Group (or, if the party receiving such property is a corporation or other organization, a person who belongs to that organization)
- A person who belongs to the audit firm that is independent auditor for the Mandom Group
- If a person executing the business (*1) of the Mandom Group serves as an external executive of another company, a person executing the business(*1) of that company
- People to whom item 1 above has applied in the past
- People to whom one of items 2 to 9 has applied in the past year
-
The spouse, second-degree or closer relative, cohabiting relative or person who shares the livelihood of
any of those below
- A director, Audit & Supervisory Board member or important person executing the business (*6) of a company in the Mandom Group
- A person to whom the above items 2 to 5 or 9 apply (if a person executing business, only if an important person executing the business (*6))
- An individual or, if a person who belongs to a company or other organization, an important person executing the business (*6), to whom the above item 6 applies
- An individual or, if a person who belongs to a company or other organization, an important person executing the business (*6), to whom the above item 7 applies
- A certified public accountant and important person executing the business (*6) belonging to an audit firm to which the above item 8 applies
Message from External Director
Q1. You have been an external director for two years. What changes have you seen in Mandom since your first appointment and what challenges do you see for the future?
It has already been two years since I assumed the position.
Amidst the COVID-19 pandemic that has been
continuing since I took office, the directors and executive officers are working as one to consider how we can
be dedicated to service in this era. The COVID-19 pandemic has not only had an economic impact on our company,
but it has also caused us to rethink how we should be. What I mean by this is that there is an argument that
our recent disappointing performance is not due to the COVID-19 pandemic, but rather to our inability to
provide value to our customers in an intrinsic way. I think there is very sound argument here, and I think it
is characteristic of Mandom.
The loyalty of our employees to Mandom has not changed, and expectations
toward the new president remain high. I believe that the combination of the chairman, who has long-term
experience, and the president, who has new ideas and energy, is very well-balanced and has a promising future.
The president has willingly engaged in discussions with employees on the front lines.
On the other hand,
however, there are some real challenges. We have not produced any new products that will support the Company's
future in recent years. When hit products are not produced for a long period of time, people become impatient
and companies then tend to launch new products just for the sake of doing so in rapid succession, based on
shallow discussions and deliberations. From my personal point of view, I think it is necessary to reorganize
the brand structure rather than just aiming for a hit with a single product.
In particular, the Gatsby
brand has a broad product lineup and a wide range of customer ages. This is actually preventing the brand from
gaining strong support from the consumer segment, which is the core of the brand's target.
Reinforcing
the brand is an essential requirement as a source of long-term competitiveness in the future. I hope that
Mandom's strong marketing capabilities will be demonstrated without holding back.
Q2. You assumed the chairmanship of the Nominating Committee and the Compensation Committee last fiscal year (ended March 31, 2022). Please tell us about the status of each committee and any issues that you think need to be addressed.
From last fiscal year (ended March 31, 2022), the chairmanship of the Nominating Committee and the
Compensation Committee was transferred to an external director. I think this is a wonderful thing from the
standpoint of transparency and soundness of management.
Each member of the committees has been active in
speaking out. We have a very open and flat corporate culture that allows us to speak frankly about what is
good for the Company, and I believe that this corporate culture is working positively in these committees as
well.
In terms of the issues discussed by the committees, I think that in the future it will be necessary
to link the compensation of directors and managing executive officers to business performance in a more
balanced manner than has been the case to date.
We are also discussing diversity in the composition of
the Board of Directors, with a focus on external directors. Currently, our external directors have a
well-balanced composition of people with diverse backgrounds, including experience in large company
management, experience related to technology and production, women, stock market perspectives, and experience
in startup management, and I also believe that knowledge of overseas markets will be required in the future.
Q3. The Company's financial results have been challenging, with two consecutive fiscal years posting a loss. What are your aspirations for future growth?
The president has set a goal for the current fiscal year (ending March 31, 2023) of achieving a return to
profitability in terms of profit at each level, and the entire company is united in striving to achieve this
goal. As an external director, I would like to contribute to the achievement of this goal by engaging in sound
discussions with the directors and executive officers.
The Company has the DNA of having overcome several
business crises on our own. Although we are currently in a difficult situation, with two consecutive fiscal
years of losses, I am confident that the Company will demonstrate its DNA without holding back and start on
the path of renewed growth.