Ajinomoto Co., Inc. (2802) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Thank you very much despite your busy schedule to attend an IR Day Event of Ajinomoto Group. This is Kaji speaking of the IR department. Today, we have arranged an opportunity for dialogue between investors and directors. Even though we have just 1 hour today, during the first half, we'd like to talk about the appointment of the new President in February and how the BOD and Nomination Committee [ CT ] responded to the matter. And we would also like to discuss other points of high interest amongst investors. And then we'd like to have open and honest discussions with our participants today. Thank you very much for your kind attention. Today's event is recorded and will be posted on our IR website. Please be advised. So we'd like to begin our program. [ Bok-san ], floor is yours.

Good morning, ladies and gentlemen. This is [ Bok ] speaking from the IR department. We'd like to focus on topics of high interest of our investors and would like to hold dialogue discussions with Outside Directors. My name is [ Bok ] and I'll see this event. Let me first introduce our speakers today. Ms. Iwata, Director, Chair of the Board. As her biography is shown here. She has been serving as an Outside Director since 2019 and has served as the Chair of the BOD since 2021. She is participating online today.

Good morning. This is Iwata speaking. Nice to meet you all. Mr. Nakayama, Director, Chair of the Nomination Committee. He has been Outside Director since 2021 and is also Chair of the Nomination Committee. Thank you. Professor Davis. Since 2023, he has been serving as our first non-Japanese Outside Director and also served as the Chair of the Sustainability Advisory Council from 2021. And he currently holds the chair of the Compensation Committee.

This is Davis speaking. Nice to meet you all.

Ms. Indo, Director, Chair of the Audit Committee. She has become the Outside Auditor since 2020 and as an Outside Director since 2021. From 2024, she has been serving as the Chair of the Audit Committee.

This is Indo speaking. Nice to meet you all.

Let us now proceed to our first topic. Pertaining to the change of President and succession planning, Ajinomoto announced the change of President on February 3 this year. And within the limited time or this presidential transition occurred within a limited time frame, I'd like to ask you the details. circumstances surrounding the presidential change about to Ms. Iwata and the BOD's response to Mr. Nakayama. So first, Ms. Iwata, please.

So regarding the presidential change, circumstances surrounding it and how BOD functioned to ensure the smooth handover, former Fujie-san fell ill all of a sudden on December 18. And a new President was appointed after -- on February 3. So it was 1.5 months for the presidential transition to have take place after 3 BOD meetings. And let me report to you the details. The first BOD was convened as a regular BOD on December 20, 2 days after Fujie-san fell I'll. So information about his medical condition was available only through his family, and we were not sure when, to what extent Mr. Fujie could recover. We didn't have any information. Therefore, as an interim measure, the Board decided to appoint Vice President, Shiragami-san, as acting CEO. And the term was until the next BOD, which was scheduled to happen on January 31. So he was appointed as acting CEO until January 31, and that was resolved at the BOD. And between then and until January 31, information about Fujie-san's medical condition would be collected and was to be provided to the directors once a week. That was the request we made to the secretariat office. The second meeting was held on January 31 as a regular BOD meeting in January. And during that time, while Nomination Committee was held in many sessions, and the details will be reported from the Chair of the Nomination Committee, Nakayama-san. So on the January 31, the reports from the Nomination Committee was made about the change of the President. There were 3 points to concern. First, transition date will be February 3. Second, the successor will be Mr. Nakamura as the new CEO. And number three, Mr. Fujie's title was to be Director, Executive Officer and Chair and Chairman until the General Shareholders' Meeting. And after the general shareholders' meeting, his title will be Executive Officer and Chairman. Those were the key 3 points that were reported from the Nomination Committee. And also regarding the acting CEO, Shiragami-san's appointment or tenure was extended for a few days until February 3, instead of January 31. So it was decided to extend Shiragami-san's appointment until February 3. And the third session was held on February 3 as an ad hoc BOD meeting or extraordinary BOD meeting. So as was reported from the Nomination Committee on January 31, the Board resolved those matters. And on the same day, we made an external announcement and gave a press conference, as you are aware. So looking back, this is not as -- it cannot be exaggerated as a summary, but we faced a sudden unexpected turn of events. But we were able to ensure smooth CEO succession in a very short time. So that is our self-assessment. And this is attributable to 2 factors. First, the Nomination Committee have been seeing succession annually and maintained a list of candidates. There are various types of candidates, but there was a list for emergency cases, and we already created a list of candidates. So this Nomination Committee was ready to deal with this emergency situation. And it was very helpful. Second, well, this was rather fortunate that Mr. Fujie's symptoms were relatively mild and at an early stage, he was able to communicate that he wanted to avoid management void, and he was able to communicate his intention to step down, and he was able to convey his thoughts on his successor to the Nomination Committee. So those were the 2 attributable factors that ensure a smooth CEO succession in a very short period of time. And that was my summary.

Iwata-san, thank you very much for the quick summary. Now we'd like to move on to Nakayama-san for the response how the Nomination Committee responded to the matter.

So there may be some overlap with Iwata-san's comment, but let me introduce how the Nomination Committee reacted to the matter. As you are aware, on December 18, Fujie-san was hospitalized because of his poor health condition. And based on the information, we needed to clarify the acting CEO. So as a Nomination Committee, Shiragami-san, was appointed as the acting CEO. That was formally adopted by the Nomination Committee. After that, on January 8, Nomination Committee was convened. And Fujie-san's intention to resign as CEO was confirmed. So therefore, we invoked this emergency succession plan to conduct the candidate interviews in accordance with the emergency succession plan, and we needed to accelerate the subsequent process to ensure a quick turnaround time. Between January 10 and 14, we -- according to this emergency succession plan, the committee conducted interviews with all candidates who were listed on this emergency succession plan. And basically, we ask the same set of questions and individual questions from each member of the Nomination Committee, and those who are unable to attend this session, all committee members were able to share the entire set of information. Between January 10 and 14, based on the previous round of interviews, we held this individual information gathering and confirmation. And based on that, on January 17, we deliberated the selection of the new CEO and discuss the timing of the CEO transition. And on January 30, the appointment of Nakamura-san as the new CEO unanimously approved was decided, and we decided the earlier, the better in terms of the transition. And Ajinomoto Brazil head, he was doubling us. So we needed to ensure that nothing will be disrupted for this Ajinomoto Brazil operation. And at that time, the transition would take place on February 3, we reached this conclusion. And Fujie-san title was to be the Director and Executive Officer and Chairman to provide us with his full support to ensure the most transition. On January 31, BOD was held to report the resolutions made by the Nomination Committee.

So with the two of telling us the things what happened, I think you must have understood what happened. Next, Mr. Iwata and Mr. Nakayama, could you tell us about expectations for the new President?

Thank you very much. The President of Ajinomoto, all of them, had the background coming from the food business. But I think Mr. Nakamura is the first President with a science background from Bio & Fine Chemical business. So as you're all aware, we have road map 2030 vision, how we want to become and do the business. And in that vision, it says that the business of food vis-à-vis Bio & Fine Chemical should be 1:1 in ratio. That was a unique goal. So at this point of time, we have science background President, who's from Bio & Fine Chemical business. I think it was a good thing and indeed a suitable person. Mr. Nakamura is The person who led the development, commercialization and growth of Ajinomoto Build-up Film, ABF. Through his work, he built a high-speed development system and actually used that system and worked on them. This is a high-speed development system, and this is to quickly identify user needs and develop and manufacture product as quickly as possible. So this is how the work is done in this system. And I think this became the key for the growth or speed up of the growth of the business. And by expanding this model, so to say, to the entire group worldwide, I expect road map achievement and its goal achievement should be done. And I expect that to Mr. Nakamura.

And Mr. Nakayama, please.

Yes. Maybe I'm overlapping a bit. But Mr. Nakamura is from Bio & Fine Chemical business. And he has actually experienced how ABF were born and came into a commercial product. So I think he actually physically has experienced failure and success of a business in this area. This is going to be very important experience for the whole group. And in Ajinomoto Brazil, various people were working. And in that system, he did utilize this high-speed development system in other parts of the business, and he was able to make everybody's contribution at 100% and made into a success. So I think this is a very unique but important qualification that our President needs to have. So I think he will be able to fully exert his efforts in his new position. And I hope that he would bring Ajinomoto to further highest stage.

Thank you very much. Finally, I have a question for Mr. Nakayama. Please tell us about the discussion in the Nomination Committee regarding succession planning from the ordinary time. Succession planning, please.

Well, in the nomination committee, after Mr. Fujie's appointment as CEO we had started to draft succession plan, which began in September 2022. And we had formulated first, emergency or short-term plan; second, medium-term plan; and the third, long-term succession plan, those 3 cases. We have identified who are the candidates and we have reviewed how we're going to develop those people. So CEO had proposed us the candidates and reviewed the candidates and the development plan to the committee. And then afterwards we had actually interviewed with the candidates, and that was continuously carried out, especially for the short and mid-term, we had been evaluating those candidates.

Thank you. Yes, I think we were able to understand the details, circumstances of the leadership transition and the discussion on the succession plan. I would like to move on to the next topic. Next topic is the evolution of the Board of Directors' discussions. Well, I have a question to Ms. Iwata. Mr. Nakamura, the new President has stated that he wants to achieve 2030 road map ahead of schedule. What gap do you think the Board of Directors have and perceive now to achieve the 2030 road map?

Well, I think to have a road map and manage the company is difficult because in 2030, the goal, and in order to achieve to that goal, the pathways or the road map is not a fixed one. The road map itself would always move, and the goal is going to be further challenging, a better one. So then the road map should be constantly refined. So we need to constantly improve this road map. So this is a challenging situation for us. So it is not that we should only look towards 2030, but we should look beyond the year 2030 or else, we are not able to refine the road map 2030. That means, for example, we have to see 2040, 2050, how the business environment would be, we have to forecast changes and analyze the risks and opportunities they pose to our group or otherwise, we will not be able to actually realize this RM 2030. So a very long-term business environment analysis, I think currently, we are not able to do it fully. That is our awareness. This type of awareness of these issues was the first time for us. But to have a director's camp last year, and that was triggered, at that camp, we did the various discussions. We had discussed about the role of the directors. We should look at, have a big picture, long-term perspective, and we should draw a long-term picture. So I think the Board of Directors had the common understanding that they should play the role in that area. [Presentation]

Thank you very much. That was the member we had at the camp, yes, last year. But the good thing was that we did not decide the agenda or we did not decide the time schedule, but we had very free discussion and talks. Of course, BOD's meetings is always very active. But I think we were more active at that camp.

Thank you very much. In addition to your recognition of the gaps, we were able to see the active discussion at the Board meetings. And then, how do you plan to address these gaps in the BOD meetings? May I ask Ms. Iwata again?

Yes. How -- it is an important factor, what we should discuss at the BOD meetings. So what should be focus? And we have decided what are the important management matters to be discussed by the Board of Directors. And probably you're looking at the slides. Conventionally, we were discussing on the 7 agenda, which you saw on the left-hand side of the slide, the important management matters. Well, in 2021, our company has changed this management structure. And that's 7 items were decided at that time. It was created based on the model developed by the Japanese Association of Corporate Directors and was, so to speak, this, I think matters were already made document. But this time, based on management and experience, I think we were able to formulate a custom-made important management matter that is typical of our company, which you see on the right-hand side. And on the very top, it says here, we analyze the future external environment and long-term vision, it says here, which I mentioned to you earlier, Directors and BOD meeting were not quite fully doing a job in this area, which I mentioned to you earlier. So I think for us, this is the first time thing that we would like to challenge and go into these areas more.

Thank you very much. So I'd like to finally raise this question to Iwata-san and Nakayama-san in order to ensure the sustainable growth for the group are the, what do you consider the most relevant skill sets for the BOD members? Regarding the BOD members skill sets, it needs to be aligned on our long-term management strategies in our discussion. That is my view. And the details speak to road map 2030 and long-term strategies in order to realize those, what are required skill sets for the BOD members? We created the skill matrix that is reviewed annually. Especially regarding the composition of the BOD, especially true for the succession plan for Outside Directors, who are the members of the Outside Directors? Who to invite as Outside Directors? Nomination Committee discussed those details. So we'd like to hear the details from Mr. Nakamura, who Chairs of the Nomination Committee -- Nakayama, excuse me. So in terms of the outside directors, what skill sets do we require? Could you actually show the skill metrics that we discussed?

Basically, to begin with, BOD mission is there. But furthermore, where is Ajinomoto heading towards? And what is our goal in terms of future direction? Based on that or starting from there, we set this skill metrics in terms of the risk taking and management direction. So those are the -- in order to realize all the details, what the skill sets should the -- Outside Directors should have? This is the basis of our discussion. Especially with the management strategy, for example, they experienced, do they gain the direct experience of management itself. And speaking of the digital skill sets, rather than digital materials, but the utilization of digital technologies in order to propel marketing to drive the future growth. So I'm talking -- we are focusing on the skill sets involving digital technologies. And speaking of R&D and production, for example with amino acid and ICT, CDMO, Ajinomoto is entering in those emergent fields. So the management decisions need to be based on these specific fields. So speaking of our future direction of growth, those are the skill sets we have identified, and those who fit this matrix are the candidates of our outside directors. And these are a very important selection criteria that is taking place at the Nomination Committee.

Nakayama-san, thank you very much. For -- introducing us how the discussions have matured at the Nomination Committee. Let me now move on to the next topic. Professor Davis is the Chair of the Compensation Committee about the philosophy behind the executive compensation. We have received opinions from our investors regarding whether KPIs and evaluation indicators are appropriately set and linked to performance. And whether the weight of sustainability and ESG indicator is sufficient to promote sustainability. Therefore, could you please share with us the status of discussions in the committee regarding the design of the executive compensation, current discussions, status and future direction of the compensation?

Thank you very much for the question. Unfortunately, it was such a glorifying questions, but this is a very last bland or plain incentive-related questions. And also our broad sustainability objective and how can we conducive to this? So this is a built on approach, and that is where Compensation Committee matters. And to some extent, in order to address that question, let me actually provide you the scheme behind the compensation policy. So this is how our compensation is calculated first. First of all, the basic concept is that on the executive side, we need to make sure that the best and brightest are hired and incentivize them through compensation in order to motivate them. That is the very basic. And broadly speaking, there are 3 types of compensations. First is a basic salary and the short-term incentive and then comes the mid-term stock-based incentive. So the fixed portion is basic compensation. At Ajinomoto, the benchmark versus the benchmark peer up -- peer group is considering the entire universe. So for 50 percentile or 70 percentile is the target for the basic compensation level. And this is fixed. And regarding the variable portion, that is including the short term and mid-term. That short term consists of 2 parts, the personal management, personal performance as well as the business performance for the entire company. While executive side performance matters. So we talk about the corporate performance and CEO looks at the individual performance level in 6 different scales. And then we make the final decision. And that happens in an annual basis. But speaking of the MTI part, the mid-term stock-based incentive, this happens only once every 3 years. And we set the 3-year target, multiple objects (sic) [ objectives ]. And then every 3 years, those are reviewed to make a final decision. So if you look at the entire diagram here. So speaking of the management plan, that is the broad future direction or strategy. And if you are -- if they're responsible for this, then MTI point is granted. And for more immediate goals who are responsible for more immediate goals, the basic, our fixed compensation proportion weighs more than 50%. And if you visit the next slide, regarding the sustainability part. On the right-hand, well, this shows the MTI composition of what is measured to set the MTI. The middle part of the right-hand side shows social value indicator directly links to the sustainability. And what is the ratio or percentage? IRCs, the relative TSR 60% combined and CO2 emission reduction, 10% and the health longevity extension, 10%. So the entire social value indicator accounts for 20% of the entire MTI. That is the most current situation, the current design. And speaking of sustainability, so sustainability is only account for 20% of the MTI? No, that's not the case. As Iwata-san indicated earlier, if you could visit the Page 7 of Iwata-san slide. Yes, this is it. So based on the new 7 important or key management matters, where does sustainability lie? Well, there is a sustainability right in the middle of the 7 key [ management maps ], utilizing AminoScience, we will raise the well-being for the entire planet through our product provision. That itself is sustainability, so business performance includes a sustainability in a significant portion. So those 2 elements are captured. And in my one more minute, I'd like to show you my last slide. So we are going to spend the entire year next year to review the entire initiative. And there are various efforts underway. For those of you who are being paid, there are multiple indicators included, and it's a very complex calculation. So for each individual basis, we need to ensure that how their compensation is calculated. So we presented one-sheet pager to go over the calculation behind their compensation level, and we hand out those one-pager to each individual. And I will interview them to show them to conduct a hearing so that they're fully incentivized through this compensation program. And next year, we are going to review the entire process to go over whether the current approach is valid or not. So on this occasion, I would like to solicit your request or any questions pertaining to our compensation level so that we can further improve our review level -- review evaluation system. Thank you very much.

Thank you very much. That was about the compensation of the executives. Next, we would like to ask Indo-san, the Audit Committee Chair, ask about the Audit Committee. Compared to the Nomination Committee and the Compensation Committee, I think it is generally difficult to understand what kind of activities the Audit Committee of the Board of Directors engaged in. So could you elaborate on this point?

Yes. Compensation was playing, was mentioned by Davis-san, but I think audit is also a plain job. You may not be familiar with an audit, but to use an analogy, it is like a medical checkup of a company's management. The biggest benefit of a medical checkup is early detection and early treatment, isn't it? The same is true for audits. Where issues are identified early, detection and improvements are encouraged. So this early detection is key of the process, I believe. As you are all aware, Ajinomoto became a company with committees from 2021, which means that the Audit Committee will be responsible for the audit function, which is a function of the Board of Directors. However, it is rather difficult for the Audit Committee only to audit the entire -- this big company by itself. Therefore, we depend on the audit department or internal audit department, which belongs to the executive side of Ajinomoto to be responsible for auditing activities. This is mentioned in the corporate law. So we are doing -- the committee conducts audit from a different perspective than the audit department. Specifically, the audit department mainly conducts operational audits while the Audit Committee conducts management audits. I would like to specifically mention some of the activities that we do. We do selection and dismissal of the accounting auditors, meaning audit firms or approval of nonassurance service by audit firms and also engagement and dialogue with audit firms regarding financial results. We have hearings report from the internal audit department and monitoring of various meetings. They are usual auditing activities. But in addition to that, the Audit Committee also conducts annual audits using the risk approach, namely committee members select audit sites and actually visit those places. We visit not only domestic but also overseas locations.

Thank you very much. I understand that the term audit, in a nutshell, covers a wide-range of activities. Could you give us some more details about the activities of our Audit Committee?

One of the comments that often comes up at the Audit Committee meeting is that it is important to have a good understanding of the field or the [ gemba ]. I mentioned earlier that we select location based on a risk approach. But I think everyone in the capital market understand that the word risk does not refer only to negative things. Each audit site has point of interest or issues that the committee is aware of, and we will focus on these points. In doing so, it is very important to see, talk and check the data. Each site we visit has its own unique characteristics, and we conduct these audit from the perspective of a management audit. Well, 2 months ago, I visited Ajinomoto Thailand for the audit. I spent 4 days for the audit. I not only had meetings with the President, the senior management and employees of Ajinomoto Thailand but also we had tour of the plant, and we also met the national or local staff at various levels and audited the company's management from various perspectives. Also, we went to the actual market in Thailand. Also, we interviewed about 30 people during this audit tour and heard from many people. This picture here is from our visit to the factory, this one. The first two was a tour in the plant. Yes, yes. Moving on to the next. And then this one on the left-hand side is the picture showing our tour in the modern trade. This is a supermarket, a very big supermarket in Thailand. And to be specific, we had checked how is the promotion of Ajinomoto products and where they are sold, who are the competitors and what are the shelves those are sold? What are the whole environment, the consumers? On the right-hand side, there's the national staff. One of the executive, the right-hand picture, we had interviews and dialogues, and we had a very frank discussion with the local staff.

Thank you very much. You had also had dialogues with the local staff, now could you tell us about the point that Ajinomoto Group's Audit Committee focused on really?

Yes. First of all, I would like to mention to you that we want to enhance the whistleblowing system. As you are all aware, there have been various major incidents in the world happening. We recognize that whistleblowing is a major contributor to why these incidents are discovered or uncovered. So it is important to take action before the problem becomes as big. Ajinomoto has a variety of whistle blowing hot lines, both in Japan and overseas. But on a global basis, I think there are still some aspects that the system are not yet well known. So we would like to work on enhancing the system. One of this hotline is the fourth one. It says here, the Audit Committee hotline. Here, we handle matters concerning CEOs and directors throughout the group, including the headquarters and subsidiaries. So we would like many people to know about the system as well. More importantly, once an incident has occurred, we need to think about prevention of the recurrence. In this regard, the committee does not believe that it is not enough to simply treat individual cases but rather to investigate the root causes and see if essential measures are taken to prevent recurrence. We tried to prevent the recurrence of similar cases by applying the same measures to other locations as much as possible. Thank you very much.

Thank you very much. This concludes this part of session. Thank you very much. And from here, we would like to move on to the dialogue session. So online and offline, both, would you like to ask any questions or any opinions or comments?

So Miyazaki-san from Goldman Sachs, please.

This is Miyazaki from Goldman Sachs. I'd like to raise several questions. Regarding governance, I understand the details and structure of your governance. But in a more deeper level, for example, in the case of M&A, what is the role played by the Outside Director in terms of checking function? Could you please clarify that? I think recently, you consolidated Forge, as a recent example, and it was quite a sizable M&A that you conducted. So what discussions took place, I'd like to know at the BOD level? And did the Outside Directors were convinced that they had delivered this matter fully?

Miyazaki, thank you very much for the question. Regarding an M&A project. What is the role played by BOD? Thank you very much for the question, Miyazaki-san. So regarding the consolidation or acquisition of Forge, I should say, let me cite the that as an example. In terms of acquiring Forge, the executive side risk taking was fully assessed without spending too much amount of time, we were able to support their decision. This was partly because the acquisition proposal itself didn't come to us all of a sudden, but we were informed prior to that. We had a very long debate prior to the actual proposal. One is that towards road map 2030, in what area we'd like to identify as a growth area? Well, there are 4 BMX areas that we have identified. We already started the discussion at the BOD previously. Based on that discussion in each BMX area, in order for us to ensure growth in each business area, or BMX area, what's lacking currently, we deliberated the matter. And in order to supplement this, what is missing, if we are to adopt external resources, what are the external possibilities. Those are the discussion items we already had at the BOD. And in each domain, potential acquisition candidates were discussed. And we created a long list of acquisition candidates. So on a daily basis, the executive side through various routes or channels, they collected information and established ties with those channels or potential candidates. So based on those information, we were briefed on the 3 different locations or 4 different locations about the company, specific company called Forge, and then made the final proposal submitted to the BOD. So at that point, we were already aware that this company Forge were well aligned with the mid- to long-term strategy for our future direction of Ajinomoto. We were fully informed by then. And what risks going forward could this present and how carefully the executive side making sure that this risk does not happen and how price was set appropriately? Those were the 2 confirmations we made. So we are well aware of this potential acquisition candidates at the BOD level and that suppresses the level of surprise in the case of Ajinomoto. Previously, I was serving a different companies, and all of a sudden, at the very last minute, a final proposal was submitted to the BOD level and that came as a surprise. And there was no time for us to fully discuss. That was a long time ago. But compared to that, things are different. BOD has evolved to optimize that structure. Thank you.

Miyazaki-san, Thank you very much. Any other questions or -- yes, Saji-san from Mizuho Securities, please.

This is Saji from Mizuho Securities. One question that I have is that in this road map, you have shown the content, you talked about the gap between now and the road map. What we feel is that the improvement of capital efficiency, you have shown this in 2025. But to the plan, I think this is a bit slow. And earlier you mentioned about 4 in the business domain, food and wellness and green, non-health care, non-ICT area. It seems to be that we do not see remarkable results compared to the other 2, there seems to be a gap. So as a Board, which -- where is a specific gap do you believe? Together with the executives, how are you approaching executives to fill in the gap? Can you elaborate on this point?

Thank you very much, Saji-san. Yes, to the progress of road map and for the 4 domains, business domains, food and green, what are the gaps. Iwata, would you be able to answer?

Yes. Yes, I would like to answer first. And if there are anything that could be supplemented, I would like others to supplement as well. First, about the capital efficiency, we're not catching up to the goal. Yes, you have pointed out Mr. Saji. Yes, ROE, ROIC 2030s ASV index is shown here. And 2025 as an indication, we have identified the figure. And you have pointed out that there is still a big gap. I think that was the question that was raised from you. Yes, indeed, we see gaps, yes, but the road map indicators is set so that we can be challenging. It should be high and challenging numbers so that we can improve our capability. We can improve the capability to actually implement our initiatives. So this is not a figure that is realizable, so to speak. This is sort of a vision-like figures and numbers. So we believe that as a result, we could see some gaps between that. But we have just started this road map. So towards that goal and achievements without giving up, I think the executives are doing best to fill in the gap. For 4 business domains at the Board meeting several times, we had heard the reports from the executives depending on the domain, the progress may be different and acceleration, deceleration is happening. I think executives are well understanding on this point. So -- and so far, relatively speaking, as you say, yes, some have shown progress, but some have not yet shown the progress on how to do that, how to show the progress. I think executives are well understanding on this point and trying to do, fill in that gap. From Board side to the domain, we have not made -- asked them as a homework to fill in the gap. We have been just reported the progress to fill in the gap, and we are now providing feedback to that. That's the situation. Thank you.

Yes, this time, you have a new 7, so to speak, important management matters. You have a new one here. One or two because this is a good opportunity, could you elaborate on what the focus, focal point for the Boards.

Iwata-san, can you?

Well, where, which part? This is very difficult. Each one of them are very important for us. And the top one, the analysis of future external environment and long-term vision, I mentioned that this is important. This is a new one. So this is -- we would like to challenge as much as possible. And I mentioned this earlier, but the portfolio, it says here, the review of the portfolio and resource allocation, this part, I think, for the company to formulate the growth strategy and to implement that, achieve that, I think this is a very important factor. Of course, we have been doing this so far, but we would like to improve this level, enhance this level. Up until now, we did this twice a year or so, but we want to grade up and we want to discuss this more frequently. And on the right-hand side, you can see financial and capital policy. Of course, conventionally, executives have been working on this, but you can see some circles there, meaning that this is not an independent thing. For example, for financial and capital policy, it has to be related to the vision, long-term vision, future external environment and also portfolio and resource allocation reviews. So these are other discussions we should link them together. My independent private focus for portfolio and resource allocation and intangible assets, I think we -- I would like to discuss more about the cash allocation. And each -- of course, most -- all of them are important. We believe that we would like to discuss more and elaborate on them in the BODs as well. Thank you very much.

Thank you very much, Iwata-san. Saji-san, thank you very much for your question. Moving on to the next question. Furuta-san, SMBC Nikko Securities.

This is Furuta speaking from SMBC. Regarding ASV report, I had a look. And going forward, in terms of corporate culture going forward, how are you going to change that? Today, in the explanation, not until 2030, but going beyond 2030, the ideal state, including the corporate culture transformation, what are the specific initiatives? And what are the challenges for you to overcome? That is my question.

So first, I would like to ask Ms. Iwata for her input.

Regarding the corporate culture transformation or change, the BOD is highly interested in this matter. To put it simply, for example, we'll still operate in silo, and sometimes it's called the [ Takotsubo ] are very isolated or independent rather than the entire overall optimization, we prefer partial optimization. That is the tendency of part of the executives tend to focus. And for the long time, and conventionally, there was a seniority-based not only Ajinomoto, but the typical of Japanese businesses. Traditional old Japanese companies tend to have this seniority-based HR system, where HR development plan takes place. So in our long way of thinking and how to grow us and what is required to ensure the growth, we need to think our own way. And what is the source of the growth? New ideas must be engendered or encourage employees to take on new challenges to spur growth. At each individual location or workplace, they need to handle this by themselves and take initiative in doing so. So put it simply, overcoming the problems with the in silo-related operations and all employees need to take on new challenges. So we would like to drive corporate culture to encourage all the employees to do so. And what is good about Ajinomoto is that ASP management which started from 2015, and it's already taken root inside our organization. More recently, purpose-driven management or purpose has been renewed, and that is well penetrated at each and every level of employees. Therefore, the entire group is clear in terms of which purpose we are driven towards. And the individual purpose is overlaid on top of that so that people can find engagements in their job so that they are willing to take on new challenges. So there is this -- this has laid the groundwork for us to do. And we'd like to further spur this momentum through various initiatives. That is already currently underway. One way is the ISV award, which have been performed. And at each division, the objective sharing session was held to own purposes. There were forums to own purposes. So those were examples where Ajinomoto are exerting its own strengths. So we need to further reinforce our strengths. And also, as I briefly touched upon, we have significant room for improvement in terms of eliminating the operation in silo so that we can encourage workers to take on new challenges. So this will be an area for improvement going forward, and that is key, I believe.

Iwata-san, thank you very much for your explanation. So on this occasion, we'd like to invite other Outside Directors' perspectives on this matter. What do you think? Nakayama-san, would you like to opine on this topic regarding corporate culture change?

Yes. Speaking of a phenomenon from the outside, I don't see a clear obstacles, but through ES and interviews, there we feel or workers tend to feel that there are obstacles. From strictly speaking, the score is low, but we need to make sure that the management is effectively functioning. So we need to actually study both sides of the coins. So there are healthy dissatisfaction, that is one perspective that we should deploy. But from my perspective, the Ajinomoto Group possesses various entities. So speaking of the enhancements for the entire group, there are significant room for improvement for the entire group. The management itself, the HR and compensation structure, there is room for improvement. So from the executive side, we'd like the company to focus on this specific topic so that Ajinomoto can fully spur in the future.

Thank you very much, Nakayama-san. In the interest of time, we'd like to entertain two more questions. [ Sawada-san ] from JPMorgan Asset, please.

This is [ Sawada ] from JP Asset Management. Yes, I have a question to Davis-san about the compensation. The directors and officers compensation, yes, we understand your philosophy. But Outside Director, RSU, what is the concept? I think there are several companies incorporating this, but we're making investment judgment. In other companies, Outside Director did not have value on the shareholders and investors. I think your company do not have this, but RSU alignment with the shareholders' value, what do you think about incorporating the system as a Compensation Committee. So this was a question to Davis-san, so alignment with the shareholders' value with outside directors value.

Well, what we are thinking seriously is about the executive's compensation. To the executives, Each individual people are different and they have their own views. We have not had the management looking after all of those executives. And so outside directors are talking about we have the skill matrix, and we're talking about the individual officers. And we at the moment, are thinking about what are the functions to be played by individuals. I think the skill matrix and this system is working well in Ajinomoto. I think, yes, any company would say and in this type of event that BOD meeting is very active. But yes, indeed, Ajinomoto's BOD meeting is very active. We are making active discussions. And we have different stakeholders. And with a different investment strategies, we are aware of the proposals that is provided by them. And we have decided this and we have thought about it, and we are checking whether the executives know about this. So this type of Outside Directors' incentives, so to speak, or alignment, we do not feel the necessity to have that. But having said so, for the Outside Directors' compensation, yes, we get a lot of comments from our side. Phantom stocks and stock-based compensation should be incorporated. These things are proposals. So in the next year's review, whether we do or not, we cannot decide at this point of time. But if that was the best practice done by other companies, we would like to incorporate that.

My second question is the capability of BOD. IT or digital, is this necessary for the Outside Directors' skill and capabilities? The IT risk and technology is evolving very rapidly. I think Outside Directors are to think about what is proposed by the executives. So I think it is not effective in some cases. For example, some companies have the delay in the system development or failure and system development. From outsiders, we can forecast assume that kind of things. But the Outside Directors are not commenting on this. We do not see such things happening. So as a result, when they have the third perspective, third-party viewpoint, then there is a delay in the IT development. So what is -- I think the capability for -- I think that Outside Directors need to have a capability to forecast what is going to happen in IT and make proposals to executives. Do you have that? That is my question.

Yes, as you say, IT accidents and failures are happening everywhere. But in that case, and BOD, we often talk about IT governance, meaning that DX, for example, in case of Ajinomoto, we have DX promotion department and that department is, if that is just working themselves, it is out of the governance. So under the title of IT governance, we're always looking at whether that is managed well. And we have enough oversight, so to speak. When introducing the first IT, if we have the design, then it's all right. But any company, they are just adding everything or enhancing and improving the IT by adding various functions. That is good. But within that framework, we need to always keep an eye on them, whether that is working correctly, going into the right direction. And that is called the IT governance. So for this IT governance, on the executive side, we are always telling them that you have to have this checking time. 3 years ago, we have been asking the executives to do that. And within the past 1 year, there was a very big progress. Is it enough? No, from my perspective, no, not enough. There things to be done more. But in that sense, the expertise, well, if we take -- and we and everybody gets a report from an expert's perspective in the black box type of proposal, we cannot understand. So I think we need to have a common understanding between the executives and the IT department so that they're going into a direction talking with the same thing. So IT governance, I think, are carried out by ourselves. Initially, when I came here -- well, I'm sorry, it was not at all. I said too far. Sorry. I think this was not done. But I think in the past 1 year, we have progressed. But I'm telling you again, for IT, there is no end. Various new things are happening and functions are added. So IT governance needs to evolve. If there is a stop there, then we would ask the executives don't stop, but move on. So that is actually what we're doing, and we're doing such activities, actually. Yes, Yes. So Indo-san, you will have an IT section check and skill matrix next year.

Yes, I'm very sorry. we have passed the time. This is going to be the last question. [ Koguchi-san, Mitsumito Trust ]. This is the last question we'd like to entertain.

This is [ Koguchi speaking from Mitsumito Trust ]. Regarding the succession plan, at the outset, Iwata-san said that at this time, the CEO transition was smooth because of the 2 factors. And regarding the second factor, unfortunately, if Fujie-san had more severe symptoms, what would have been the case? And what procedures have you -- you could have triggered. And compared to this time, how the decision could be delayed, that was my question. And at this point in time, maybe this is not appropriate, but if something happens to Nakamura-san, the new CEO in the mid- to long-term succession plan, that is okay, but they remain intact. But in terms of emergency and short-term succession plan, can it be triggered again for the emergency cases, if something happens to Nakamura-san, the new CEO?

[ Koguchi-san ], thank you very much. So Iwata-san could you please address this question?

Thank you very much for the question. Well, to address your second point, if something happens to Nakamura-san, we haven't actually started the discussion of creating succession plan for himself. When Fujie-san came on board in April, we decided to -- we started our succession plan discussion starting in September. So there was a time lag, so we need to actually give Nakamura-san time. And between now and then, something could happen. But we need to give him time to consider what his succession plan should be. So within 6 months, starting from now, we'd like to start the discussion of his vision of succession plan and creating a specific list of candidates so that we can start exchange opinions -- exchanging opinions. That would be an ideal timing for us to start the discussion. And to address your first question, if Fujie-san had a much severe symptoms? Well, in that case, he is unable to communicate his own intention. If that was the case, then medical information needed to be collected. And based on that, the Nomination Committee should have a proper debate based on that information. And the BOD and also Executive Committee, we need to avoid management void, vacuum. That is the essential requirement that we must all seek. And we were able to mutually agree, and all 3 panels agreed on this specific point. So at that point, we could invoke the emergency scenario list of candidates of the succession plan. So the results could have been the same, but the process may have differed because we needed to obtain medical information to ascertain the situation about Fujie-san's condition, it could have taken time, much more time. But as a result of -- the result could have been identical. Maybe the timing could be delayed.

Iwata-san, thank you very much. And Nakayama-san, would you like to point -- give us some points?

Well, I may overlap with Iwata-san, but if Fujie-san's recovery was unknown at that time, we appointed acting CEO at that time. So for that time being, whether that be 6 months or 12 months, that could have been possible. And during that time, perpetually, we needed to find a perpetual CEO to succeed Fujie-san. Well, when we selected Nakamura-san, there were more promising candidates. So basically, they will remain as a promising candidate. For the Nakamura-san succession plan. If Nakamura-san score was 100, then this remaining prospective candidates are actually relatively high in terms of their own scores. So they remain on the list of Nakamura-san's succession plan.

Thank you very much. [ Koguchi-san ], thank you very much for the question. And with this, we'd like to conclude our dialogue session. And we'd like to ask Iwata-san to give us some closing remarks.

Thank you very much for taking time out of your busy schedule to attend this dialogue session. I fully appreciate that. And I hope that we were able to address your questions fully. But for those of you who are in the market, this was such a precious opportunity for us to learn a lot by gaining your valuable inputs through this discussion and dialogue session. And I hope that we were able to give you some better understanding regarding the current status of discussion at the BOD level and each committee level.

And with this, we'd like to conclude this IRD event. We are very sorry for going over time, and thank you very much for your time attending this session. And this concludes the event. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]