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INTEGRATED REPORT 2023 Online Ver.

External Director

Member of the
Nominating Committee

Member of the
Compensation Committee

Kanoko Oishi

Yoshihiko Hatanaka

External Director

Member of the
Nominating Committee

Chair of the
Compensation Committee

Two external directors engaged in dialogue about
the direction of our business transformation and future growth,
as well as the role of the Board of Directors.

2023 Overview

In 2023, we embarked on the initial phase of “SHIFT 2025 and Beyond,” shifting our focus from addressing the impacts of COVID-19 to the next phase of growth. As such, we actively pursued business transformation and made bold investments in growth areas, achieving strong results particularly in our Americas, EMEA, and Asia Pacific Businesses. However, we faced unforeseen challenges due to changing sentiments in the Chinese economy coupled with consumer backlash against Japanese products following the treated water release, which negatively affected our business results. These setbacks were not merely a temporary issue. They highlighted long-standing problems about our revenue structure and portfolio amidst the evolving business environments.

In my first year as an external director, I have been closely following the Company’s evolution and have been part of guiding the management accordingly. The changes of Chinese market has had a considerable impact on our business as we are in the midst of structural reforms for medium-to-long-term growth. However, as Oishi-san has mentioned, we are starting to see the positive outcomes from the reforms. Examples include achieving steady growth in our Americas and EMEA Businesses to reduce dependence on China, initiating actions for the structural reforms in our Japan Business, and advancing digital transformation through the adoption of data-driven marketing.

In the Board of Directors meetings, we exhaustively discussed about fundamental enhancements in brand equity and transformation of the business models for our Japan and China Businesses as well as short-term issues to be addressed in achieving earnings recovery. The discussions about the positioning of our China Business and overall growth strategy were particularly profound.

While we have addressed the immediate issues, on hindsight, we could have worked on the reforms with a sense of urgency earlier than 2023, particularly with respect to the delayed recovery of the Japanese market and the changes in the Chinese market. Business environments can change overnight, so a robust revenue structure and readiness for agile decision-making are essential to withstand whatever comes our way.

Speaking of urgency, we need to enhance our flexibility and speed of execution more than ever to compete globally. We have made significant achievements in incorporating expansion of the Chinese market and inbound tourism. However, as the Chinese market matures and becomes more sophisticated, it’s crucial for each of us to be more attuned to changing consumer needs as well as business transformation in an increasingly diverse market. Furthermore, with a belief in the importance of growth beyond structural reforms, our board meetings in 2023 were particularly focused on enhancing the value of our global brands, exploring new markets, and leveraging R&D for brand innovation. The acquisition of skincare brand Dr. Dennis Gross Skincare has come to fruition, but going forward, we should be even more bold in our future endeavors.

Interview with External Directors

Toward 2030

Shiseido has its vision for 2030 to become a “Personal Beauty Wellness Company.” To realize this vision, it’s imperative to reform our revenue structure, decisively select and concentrate on specific brands and products, and conduct reviews on our regional portfolios. This is a pivotal moment for Shiseido as we are working to transform our business model.

At its core lies the commitment to delivering value that meets consumer expectations, harnessing our strength in R&D to drive innovation. However, we must be cautious not to become overly fixated on technology or our own perspective. We must have a deep understanding of our consumers, extending beyond direct interactions through our products to broadening our scope to encompass their behaviors, values, and lives. It’s essential for us to evolve into a company capable of leading agile transformation.

We need to be mindful as we revisit the value we deliver. While Shiseido’s brand is a well-established and vital asset to us, its evolution can lead to a significant shift in our business model, as long as we avoid excessive dependence on it. Through technological innovations driven by our strong R&D and market creation and innovations based on our profound understanding of consumers, I believe Shiseido can create distinctive, high-added-value brands through unique value creation that other companies cannot match. As part of these initiates, we are also expanding into diverse areas such as men’s skincare and inner beauty. We want to help accelerate efforts to break away from an existing framework and focus our initiatives on the value that we offer.

In terms of corporate culture, we are passionate about challenging the status quo. CEO Uotani has made significant changes, and there has been substantial improvement compared to eight years ago, when I joined as an external director. However, when facing difficult situations, we sometimes see silos between departments and hesitation to voice frank opinions. While this is an issue that will take time to solve, it affects the speed and efficiency of change, and I’m committed to focusing on ways to improve.

Indeed, we should foster a more positive atmosphere within the company. Given our commitment to deliver groundbreaking beauty innovations to the world, it is more desirable to have our employees to be more hopeful and energetic about the future. Although it’s reasonable to concentrate on demanding performance targets and rigorous structural reforms in the short term, it’s essential for each of us to reconnect with our corporate mission, BEAUTY INNOVATIONS FOR A BETTER WORLD, and have confidence in the promising future that lies ahead.

Interview with External Directors

Governance Structure

During our discussion today, we’ve repeatedly emphasized the need to boost our sense of urgency. To do so, Shiseido has decided to make a transition into a company with three statutory committees. This change is designed to further clarify the roles of management oversight and execution, allowing the execution team to focus on strategic implementation and quick adaptation to changes. Meanwhile, the board identifies medium-to-long-term issues and formulates management strategies.

We recognize that Shiseido has built a robust governance system. With this structural change, we aim to promote flexible and sound risk-taking in execution while strengthening the board’s role in management oversight. With greater delegation of authority, the execution team will take on greater accountability, execution, and responsibility in delivering results. The board intends to increase our risk tolerance by monitoring various management metrics while measuring the degree of our evolution into a more resilient management structure.

Succession is also a critical point in governance. The transition of our management structure runs parallel with transformation of our business model and corporate culture, and we’re discussing this in tandem with empowering our executives and increasing human capital.

Sustainability is another key focus of the board. We are deliberating on strategies and various KPIs related to ESG and have integrated ESG indicators in executive remuneration. These are also crucial initiatives which clearly demonstrate the connection between corporate value and ESG. Despite the challenges, we’re engaging in extensive discussions at the board level to ensure we are ready to explain our actions to stakeholders.

As external directors, we are committed to prioritizing direct dialogue with shareholders and investors. It is particularly important for us to gain deep understanding of what the capital markets expectations are and feed it back into our management. We have been receiving updates on investor meetings from CEO Uotani, COO Fujiwara and the Investor Relations Department, but we hope to engage in direct exchanges of views with the capital markets through various formats and settings moving forward.

In that sense, the two of us having this discussion as external directors in the integrated report is vitally important, too. We hope to facilitate constructive discussions with shareholders and investors by sharing our intentions and activities. Essentially, the board is engaging in comprehensive discussions on where to allocate management resources for new growth. We aim to share both the content and process of these discussions with the execution team and communicate them both internally and externally.

Exactly. As you have mentioned several times, I also want Shiseido to become a company that can bring transformation in a positive way. To that end, let’s build a corporate culture and organizational structure bound by trustful relationships between the board and execution. Thank you very much for this great opportunity to speak with you today.

I’m excited to make bold changes for a better future together. Thank you very much.

April 2024

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