Hisashi Hara, Independent Director

Q.1

Please tell us about your strengths and skills.

One of my key strengths is my experience in pioneering the establishment of Japan’s first globally competitive law firm. When I took on the role of managing partner, large-scale law firms were nowhere to be seen in Japan. At that time, the common approach for a small law firm to achieve global competitiveness was to affiliate with a major law firm in the U.K. or other overseas countries. In this challenging environment, I dedicated myself to the firm’s growth, expanding it from a law firm with about 30 attorneys to Japan’s first law firm with over 100 attorneys. Our firm has since continued to grow, now boasting over 500 attorneys. I take pride in my contribution to strengthening the foundation of legal practice in Japan.

My second strength is my ability to objectively understand the positions and objectives of negotiating parties. This skill comes from my experience in various negotiating roles: as a legal advisor for both Japanese and overseas companies, and representing entities on both the buyer and seller sides. My expertise extends to cross-border transactions. During the expansion of our firm into Japan’s largest law firm, I gained international recognition. This led to my increased involvement in cross-border M&A transactions. Notably, I advised Japanese parties in a deal to bring one of the largest entertainment theme parks from the U.S. to Japan. In a subsequent transaction involving another U.S. entertainment theme park’s entry into Japan, I served as a legal advisor for the U.S. parties. My involvement also extended to numerous significant deals, including the acquisition of a Japanese company by a major U.S. financial institution that was the largest M&A deal in Japan at that time and a case that made headline news.

Since my appointment as an Independent Director at Nippon Paint Holdings, I have been leveraging my experience to assist and advise the management team on various issues discussed in Board meetings, including acquisition deals.

Nippon Paint Holding is dedicated to consistently embracing bold risks in its quest for continued growth. In my capacity as both a legal expert and a former corporate executive, my responsibility involves providing support to the management team, ensuring they feel confident and secure in undertaking new challenges.

Q.2

What are the strengths and attractiveness as well as the challenges facing NPHD, who promotes MSV as its sole mission?

When Japanese companies expand globally, they typically transfer their operating systems, personnel, and technologies to their international branches, aiding in the spread of their corporate culture. However, NPHD, supported by Asset Assembler model, respects the autonomous management of its overseas partners, avoiding the imposition of management styles and frameworks by the headquarters in Japan. This unique approach is enabled by a deep trust between the management teams of partner companies and NPHD. In fact, trust is a crucial factor we value when evaluating potential acquisitions. The quintessential questions you must ask in an M&A deal are whether the target company has an excellent management team, and whether that team possesses both great skills and personality. This is as important as closely examining their business performance and financial information to determine if the target company operates excellent businesses. The key to success as an Asset Assembler is to accurately assess these qualities of the target companies.

Nippon Paint Group, boasting a history of over 140 years, is a company steeped in tradition. Such long-standing companies often face risks like tasks becoming standardized and a tendency to adhere to established practices. However, in an era marked by rapid change, like the present, success cannot be achieved merely by clinging to conventional methods. It’s essential for us to continuously identify and nurture individuals who challenge conventional wisdom and possess the intellectual agility to solve problems innovatively. It’s crucial to establish an environment that empowers individuals who are not only aware of challenges but also possess resilience, allowing them to fully showcase their abilities. Our Co-Presidents are actively leading the effort to develop and strengthen the Group’s pool of management talent.

Furthermore, I am of the opinion that identifying exceptional talent within our professional network is essential. Guided by this belief, both the management teams of our partner companies and our Board members focus on identifying potential successors from within their business circles. The seriousness of management teams about succession planning can be gauged by asking them to name a few potential successors. As I mentioned earlier, establishing one of Japan’s largest law firms was extremely challenging. Achieving global competitiveness as a law firm requires not just size, but also individual contributions of each attorney. Throughout my 20-year tenure as the managing partner of the law firm, my guiding principle has been to establish a framework that enables every attorney in our firm to perform to the best of their abilities. This approach to human resources has remained unchanged even after assuming the role of Chairperson of NPHD’s Nominating Committee. I am dedicated to continuing my contribution towards strengthening the Group’s human capital, thereby supporting its growth as an Asset Assembler.