The Board of Directors
Our approach concerning the composition and skills of the Board of Directors
NPHD ensures that the Board of Directors and the three committees consist of Directors with suitable backgrounds so that effective oversight can be maintained in a sustainable manner regardless of a constantly changing business environment. To this end, the Nominating Committee emphasizes seven categories of experience and skills based on which selections of Directors are made (see the table below). In terms of the three committees, the Nominating Committee recommends their compositions to the Board in consideration of the high level of specialization required in the respective roles, and committee members are appropriately selected at the Board of Directors meeting.
Experiences in corporate management, global business operations, and M&A are of particular value to NPHD, which pursues MSV under the Asset Assembler model. Especially important is the experience in corporate management: namely, the experience in leading sustainable growth of a corporate body, embracing such concepts as ESG. We believe that concrete and appropriate supervision and advice based on such track record and specialized skills can greatly contribute to MSV. Meanwhile, experiences in global business operations and M&A are indispensable to our efforts in identifying excellent assets from a global and medium and long-term perspective and facilitating growth of the partner companies after they join the Nippon Paint Group.
At the General Meeting of Shareholders held in March 2023, shareholders approved our proposal for the election of nine Directors. The Nominating Committee refers to the results of the annual assessment of Board effectiveness, among other sources, to continually monitor contributions of individual Directors and the comprehensive performance of the Board as a team based on mutual trust. Through these activities, we constantly work on determining the best candidates and composition of the Board that can contribute to MSV. Since FY2020, when NPHD became a Company with Three Committees, we have maintained an effective Board structure with Independent Directors making up the majority of the Board, although there were some changes in Board members. Of the nine Directors of the Board for FY2023, six (67%) are Independent Directors, five (56%) are foreign nationals or live outside Japan, and one (11%) is a woman. This diversified composition allows the Board to perform multidirectional oversight to achieve MSV through advice from a broad perspective.
List of Directors (as of March 28, 2023)
Photo | Name Profile |
Title | Committee membership |
Years serving as Director (assumption) |
Attendance at Board of Directors meetings* |
Attendance at Committee meetings(FY2022*) |
||
---|---|---|---|---|---|---|---|---|
FY2022 |
Nominating Committee |
Compensation Committee |
Audit Committee |
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Yuichiro Wakatsuki Profile |
Director, Representative Executive Officer & Co-President | - | 1 year (March 2022) |
12/12 100% |
- | - | - |
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Wee Siew Kim Profile |
Director, Representative Executive Officer & Co-President | - | 1 year (March 2022) |
12/12 100% |
- | - | - |
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Goh Hup Jin Profile |
Director, Chairman | Nominating Committee Compensation Committee |
8 years 3 months (December 2014) |
12/12 100% |
11/11 100% |
12/12 100% |
- |
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Hisashi Hara Profile |
Independent Director | Nominating Committee (Chairperson) | 5 years (March 2018) |
12/12 100% |
11/11 100% |
- | - |
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Peter M Kirby Profile |
Independent Director | Audit Committee | 1 year (March 2022) |
12/12 100% |
- | - | - |
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Lim Hwee Hua Profile |
Independent Director | Compensation Committee (Chairperson) |
1 year (March 2022) |
12/12 100% |
- | - | - |
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Masataka Mitsuhashi Profile |
Independent Director | Audit Committee (Chairperson) | 3 years (March 2020) |
12/12 100% |
- | - | 13/13 100% |
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Toshio Morohoshi Profile |
Independent Director | Nominating Committee Audit Committee |
5 years (March 2018) |
12/12 100% |
11/11 100% |
- | 13/13 100% |
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Masayoshi Nakamura Profile |
Lead Independent Director Board Chair |
Nominating Committee Compensation Committee |
5 years (March 2018) |
12/12 100% |
11/11 100% |
12/12 100% |
- |
Attendance rates for fiscal 2022 are calculated based on late March 2022 to late March 2023.
Expertise/Experience
Expertise / Experience (applicable persons) |
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![]() Siew Kim |
![]() Hup Jin |
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![]() Hwee Hua |
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---|---|---|---|---|---|---|---|---|---|
Experience in corporate management (9) | ○ | ◎ | ◎ | ◎ | ◎ | ○ | ○ | ◎ | ○ |
Experience in global business operations (9) | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ | ◎ |
Experience in M&A (9) | ◎ | ◎ | ○ | ◎ | ◎ | ◎ | ◎ | ○ | ◎ |
Finance (7) | ◎ | ○ | ○ | - | ○ | ◎ | ◎ | - | ◎ |
Legal affairs (4) | ○ | - | ○ | ◎ | ○ | - | - | - | - |
IT/Digital (4) | - | - | ○ | - | ○ | ○ | - | ◎ | - |
Manufacturing/Technology/R&D (4) | - | ○ | ◎ | - | ○ | - | - | ○ | - |
In addition to that shown above, “ESG Data” (“Governance” sheet) provides information related to Directors.
Required experience/skills
1. Experience in corporate management | The ability to supervise and give advice concerning a broad range of matters on overall management, from formulation of business strategy to its implementation. |
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2. Experience in global business operations | The ability to supervise and give advice on the businesses of the Company, which operates globally, taking into consideration diverse business environments, economic conditions and cultures around the world. |
3. Experience in M&A | The ability to supervise and give advice on the validity of M&As that the Company is pursuing, and the process of PMI. |
4. Finance | The ability to supervise and give advice on capital allocation and other financial activities of the Company. |
5. Legal affairs | The ability to supervise and give advice on regulations concerning operations, GRC (Governance, Risk management and Compliance) and internal controls. |
6. IT/Digital | The ability to supervise and give advice on the improvement of operations and creation of new business models through IT and Digital Transformation (DX). |
7. Manufacturing/Technology/R&D | The ability to supervise and give advice on the creation of new technology through R&D by making use of his or her knowledge of technology related to manufacturing operations and the businesses of the Company. |