Dialogue between Inside and Outside Directors

Aiming to Become an Excellent Company: Driving Management with a 5-and 10-Year Outlook

President & Representative Director Adachi and Outside Director Osawa held a dialogue on governance initiatives, embodying the purpose, business development, and talent acquisition and development.

Osawa : In 2024, we saw concrete results from what we have been discussing for the enhancement of governance. Our governance structure has become even more robust. While independent outside directors previously made up 40% of directors, in March 2025, we welcomed Ms. Satsuki Miyahara, who brings deep expertise in corporate accounting, as an independent outside director to further strengthen discussions on capital policy. As a result, the proportion of outside directors has risen to 50%, and the number of female outside directors increased to two.
Additionally, in January 2024, we established a Special Committee as an advisory body to the Board of Directors. As a listed subsidiary, it is crucial that we demonstrate management transparency from the standpoint of protecting minority shareholders to ensure there is no concern over conflict of interest between the controlling shareholder and minority shareholders.

Adachi : Since I assumed the position of President in 2021, we have held in-depth discussions at Board of Directors meetings and executive retreats, guided by valuable input and advice from our outside directors. I believe those discussions have led to tangible outcomes. The newly established Special Committee reviewed topics including the tender offer for our own stock and assessed the fairness of pricing of products we purchase from Canon, our parent company, and the process of transactions with it.
We will continue to enhance our discussions on strengthening governance by incorporating diverse perspectives, including those of minority shareholders, outside directors, and Audit & Supervisory Board Members. Our Group is pursuing growth in the IT solutions business alongside the Canon product business, and we are committed to maintaining a healthy relationship with our parent company while also preserving our unique identity.

Osawa : As a listed subsidiary, we benefit not only from exclusive access to Canon’s globally trusted brand and high-quality products supported by advanced technologies, but also from the ability to offer services that combine Canon products with our own IT solutions. At the same time, Canon MJ has cultivated its distinctiveness by proactively pursuing M&A in the IT solutions field since the 1970s, free from constraints imposed by the parent company. Thatʼs what has brought us to where we are today. It remains important that we continue to manage our business with distinctiveness.
Looking ahead, one area for further consideration is our organizational design in light of future growth. Currently, we operate as a company with an Audit & Supervisory Board, and our five-member Audit & Supervisory Board is functioning effectively. However, we believe it is time to begin discussions on whether this is the best structure for us, or if we should consider transitioning to a company with an Audit & Supervisory Committee, a model increasingly adopted in recent years.

Adachi : We began discussions on formulating our Purpose in 2021, announced it internally within the Group in April 2023, and then disclosed it externally in January 2024. When disclosing it externally, we wanted our employees to be able to clearly explain what the Purpose means. Thatʼs why we ensured there was a period for awareness-building and internalization, allowing employees to truly make it their own.
Now, one year after the external announcement, it is critical that we continue progressing toward embodying our Purpose. As a MIRAI Marketing Company, we would like to explore how to contribute to an exciting, joy-filled society that inspires our stakeholders, and how to create profitable businesses to consistently solve social issues toward a sustainable growth.

Osawa : The carefully thought-out approach of first embedding the Purpose internally and ensuring employees truly understood it before announcing it externally is a strategy I highly commend. Under this Purpose, the entire Group can operate as one team with aligned direction, together with all our stakeholders. As we further embody the Purpose, and all Group employees recognize and understand the role they play in contributing to society and people’s lives, I hope they will have a greater sense of fulfillment in their work.

Osawa : The Group has been actively pursuing M&A to transform its IT solutions business toward a service-oriented model, and I have high expectations for further progress in this area. Looking at our customer base, we have particular strength among large corporations, but there remains significant potential to cultivate business with quasi-major and upper medium-sized enterprises.

Adachi : In our B2B operations, we classify customers into three segments based on size: large corporations, quasi-major and upper medium-sized enterprises, and small and medium-sized enterprises. As you pointed out, while we have strong relationships with both large corporations and small and medium-sized enterprises, we currently have relatively few quasi-major and upper medium-sized enterprise customers in the 300–1,000 employee range with whom we maintain deep connections. To address this, we launched the GB Solutions Division in 2021 to strengthen our approach. However, I believe we still need to further shift toward a more service-oriented solution business model.

Osawa : Looking toward expansion into new business domains, Iʼm also paying close attention to the Canon Marketing Japan MIRAI Fund, which aims to accelerate open innovation through partnerships with startups possessing cutting-edge technologies and innovative business ideas. Additionally, I am particularly looking forward to the development of our storage battery system business in collaboration with Lightergy of the U.S., as part of efforts to promote distributed power systems that enhance resilience during power outages caused by natural Disasters.

Osawa : For a company like ours that owns neither factories nor equipment, people are the greatest asset. In light of Japanʼs declining population, acquiring and developing talent will become increasingly critical. Investments in recruitment and employee reskilling will only yield results five or ten years down the line. Therefore, we must take a long-term view and strengthen our education systems and the overall environment that fosters talent development, starting now.

Adachi : To advance the sophistication of our workforce, each business unit is clarifying where it wants to be in five or ten years, and how many people with which skill levels will be needed to achieve that vision. Based on this, we are formulating appropriate education plans. While reskilling helps enhance current capabilities, it alone is not enough to pioneer new frontiers. We must apply a backcasting approach based on our future goals and take proactive steps to recruit and train the human resources necessary for those aspirations to come to fruition. To promote our shift toward a service-oriented business model, we began hiring for the role of IT Business Planner in 2022.

Osawa : Going forward, I hope to continue providing oversight and advice so the Company can grow sustainably and profitably, and become a place where employees can take pride in their work. Weʼve undertaken M&A initiatives, invested in data centers, and acquired our own shares to support business expansion. However, to truly become an excellent company, we must improve capital efficiency and achieve a double-digit ROE. Although the Company has recorded revenue and profit growth for four consecutive fiscal years, our current ROE stands at 9.6%, which still falls short of the benchmark of double digits.
In pursuing new initiatives, risk management will also be critical. I myself have had bitter experiences in the past where, despite implementing various responses, failure to properly control risks led to losses. Canon MJ has a robust governance structure and exercises strong oversight, but as the pace of change in society accelerates, I hope the company will continue to respond swiftly to risks in order to maximize results and sustain its growth.

Adachi : I often encourage our employees to make ourselves a “a Company that is highly regarded, appreciated, and attractive” and to strive to be “individuals that are highly regarded, appreciated, and attractive” in various contexts. With accurate oversight and guidance from our four outside directors with diverse areas of expertise, we will continue working together with our stakeholders toward our goal of becoming an excellent company.