Interview with Outside Director
TSURUTA Rokurou
Outside Director
Apr 1970
Apr 2005
Jun 2006
Jul 2006
Oct 2006
May 2007Jun 2007
Sep 2007
Apr 2009
Jun 2010
Jun 2012
Jun 2015
May 2017

Public Prosecutor of Tokyo District Public Prosecutors Oﬃce
Superintending Prosecutor of Nagoya High Public Prosecutors Oﬃce
Retired from the same oﬃce
Registered as attorney at law
Professor at Chiba University Law School
Outside Audit & Supervisory Board Member of The Daimaru, Inc.
Outside Director of Teikoku Piston Ring Co., Ltd.
(present TPR Co., Ltd.) (present)
Outside Audit & Supervisory Board Memberof J. Front Retailing Co., Ltd.
Professor at Surugadai University Law School
Outside Audit & Supervisory Board Member of
Mitsubishi Chemical Holdings Corporation
Outside Audit & Supervisory Board Member of
Sumitomo Mitsui Financial Group, Inc. (present)
Outside Member of the Board of Directors of Kabaya
Industry Co., Ltd. (present KYB Corporation) (present)
Outside Director of J. Front Retailing Co., Ltd. (present)

The Company s governance reform initiatives

governance.
The assessment of the eﬀectiveness of the Board of Directors throughIn the Revision of Japan Revitalization Strategy in June 2014, theindividual interviews and the direct observation of the Board of Directors by agovernment announced its policy of developing the Corporate Governancethird-party organization based on the self-assessment of all the Board

Code to enhance the earning power of companies and experts worked to draft

members of the Company has greatly contributed to advancing governance

the Code. The Company created an organizational position responsible forreform centered on the Board of Directors. Based on the results of theCorporate Governance Promotion in March 2015 and began to study

assessment of the Board of Directors, the review and consolidation of matters

appropriate corporate governance including the roles and operation of theto be discussed at and reported to the Board of Directors, the strengthening

Board of Directors. In June 2015, we set up the Governance Committee

of prior explanation and so on progressed and the allocation of time in andwhose membership includes then Chairperson, President and Outside

the density of strategic discussions concerning the Group management

Directors and Audit & Supervisory Board Members. At the Governancestrategies, resource allocation, capital policy and so on were improved, whichCommittee, we actively discussed mainly the form of corporate organization,

helped revitalize deliberations at the Board of Directors meetings.

the enhancement of the eﬀectiveness of the Board of Directors and othersuch matters. During these discussions, our opinions were gradually
aggregated into a consensus that the Company should transition from then56

Roles of Outside Directors

company with an audit & supervisory board to a company with three

Outside Directors make eﬀorts in diﬀerent ﬁelds and play diﬀerent rolescommittees, and at the Governance Committee meeting in July 2016, its

depending on their backgrounds, insights, etc. However, I think they should

direction was decided.

strive to adequately provide advice and oversight in terms of defensive

I think the change of the form of corporate organization proceeded throughgovernance as well as contributing in terms of so-called aggressive

repeated discussions. But at the basis of that, I feel President Yamamoto s

governance such as the development of management strategies. By

extraordinary passion worked as a great driving force. Based on reﬂection on

combining these two aspects, they should contribute to increasing corporate

the current state of the Company s governance in light of the Corporate

value. Particularly, at a company with three committees, the Audit Committee

Governance Code, Mr. Yamamoto seemed to try to greatly change theaudits the business execution of Executive Oﬃcers as an organization audit

Company and achieve dramatic growth by implementing all the principles ofthrough the internal control systems unlike the previous audit & supervisory

the Corporate Governance Code to strengthen the Company s corporateboard member system. Therefore, it is important not just to build the internal

I N T E R V I E Wcontrol systems but also to check whether they actually function eﬀectively.

Member based on my legal career, my greatest interest is in the soundThe role of the Company as a holding company is to evaluate the business

management of the Company, and in this regard, I would like to use mycompanies under its control based on its management philosophy, vision andexperiences and insights fostered in the past. I, as an Outside Director, will

strategies and facilitate the restructuring and optimization of businessstrive to adequately provide advice and oversight with respect to matters such

portfolio. The Medium-term Business Plan, which started in ﬁscal year 2017,as regulatory compliance in managing operations such as internal controls

is positioned as a phase of the Group s structural change when we will

and audits and legal risks in managing business. Speciﬁcally, I would like tochange our business portfolio by expanding the Real Estate Business andpay attention, for example, to ensure that the Company will not systematicallyother associated businesses and new businesses that are expected to growcommit a legal violation with respect to compliance and that the Company

as markets without overly depending on the core Department Store Businesswill never cause a ﬁre that will cause great damage to the local community,and Parco Business. In other words, while steadily examining the results of

let alone customers. I, at a holding company, would also like to pay close

existing investments, the Company has to create new businesses andattention to whether corporate governance works well and whether business

innovate existing businesses looking ahead ﬁve or ten years. In doing so, I

risks are adequately assessed and management systems appropriate for thesethink it is important for Outside Directors to provide advice and oversight fromrisks are in place at subsidiaries.

an outside viewpoint, which is diﬀerent from that of people from retailers,
based on their management experiences and insights.

Both aggressive governance and defensive governance are important forcompanies. However, I think I also have a key role to provide

In the business management conducted by a holding company, risk
management is important. Risks include positive risks such as strategicrisks associated with the development and implementation of strategies andﬁnance risks associated with the procurement, operation and management offunds and negative risks such as hazard risks including natural disasters
and compliance risks. Depending on circumstances, positive risks may help
increase corporate value over the medium- to long-term by accepting them asopportunities with entrepreneurship. On the other hand, if negative risks arerealized, loss will inevitably arise. Out of regret that the Company has not so
far considered positive risks adequately to ensure growth opportunities, thegovernance reform was conducted by newly establishing the Risk

commonsensical opinions as an outside eye to ensure that the Group will

Management Committee under the management execution framework tonot run counter to what is considered common sense in the world.

systematically manage and address strategic and other risks as a whole from

Daimaru had a mission statement Service before proﬁt and that ofa company-wide perspective, which enabled management decision-making

Matsuzakaya was Abjure all evil and Practice all good. I think theirfocusing on risk management. The Compliance Committee will further

common meanings include responding appropriately to changes in society

strengthen the development of the foundations of compliance system and theas well as customer ﬁrst and serving the public. The employees of theoversight function of the status of the implementation of the system. TheGroup may not be aware, I think they can continue to grow for a long time by

Audit Committee, in which the majority of its members are Outside

implementing measures that meet the needs of the times because theseDirectors, will be responsible for the audit of the management of both risks.

spirits have been inherited for 300 or 400 years. Service before proﬁt andAbjure all evil and Practice all good are diﬃcult wordings and their

My roles to be ﬁlled and expectations of the Company
I serve as an Outside Director and Audit Committee Member. Since I was

concrete meanings may change with the times. However, I hope the Groupwill pick up their real meanings in line with the demands of the times and turnthem into speciﬁc corporate activities.

mainly engaged in the audits of legality as an Audit & Supervisory Board

Integrated Report 201757