Governance
As a Japanese public interest foundation we have three governing bodies, a regulator, and one large shareholding that every one of them has to keep in view.
Under the law on public interest foundations, the Board of Councillors (評議員会) elects and can dismiss the directors and auditors, approves the accounts and must agree to any change to the articles. The Board of Directors (理事会) runs the Foundation, approves its programmes and budget and appoints the Executive Director. Two auditors (監事) examine the directors’ conduct and the accounts and report to the councillors. Our certification is overseen by the Cabinet Office, which receives our accounts and business plan each year.
The Board of Directors meets six times a year and has three committees: Audit and Risk, chaired by Moriyama Fumiko, to which the Registrar of the Independent Implant Register reports directly; Programmes, chaired by Dr Rahel Tesfaye; and Data and Ethics, chaired by Tomás Arriaga, which oversees Shared Sight.
Board of Directors
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Kiroshi Reiko
Chair of the Board of Directors, since 2014
Interests: Non-executive director, Kiroshi Opticals K.K. Holds 41,200 shares in the company directly.
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Dr Okabe Sena
Executive Director, since 2022
Interests: None declared.
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Danno Hiroshi
Director, nominated by Kiroshi Opticals, since 2019
Interests: Employee and shareholder of Kiroshi Opticals K.K.
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Ōta Masanori
Director, nominated by Kiroshi Opticals, since 2023
Interests: Employee and shareholder of Kiroshi Opticals K.K.
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Moriyama Fumiko
Independent Director, since 2017
Interests: None declared.
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Dr Rahel Tesfaye
Independent Director, since 2020
Interests: Medical director of an eye bank that has received Foundation grants. Takes no part in decisions on its grants.
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Tomás Arriaga
Independent Director, since 2021
Interests: None declared.
Board of Councillors
| Name | Role | Since | Background |
|---|---|---|---|
| Professor Achieng Otieno | Chair of the Board of Councillors | 2019 | Epidemiologist; former director of a national eye health programme in Kenya. Chair since June 2026. |
| Hirano Sōichirō | Councillor | 2014 | Former president of a prefectural medical association. |
| Shirin Haque | Councillor | 2018 | Public health researcher, Dhaka. |
| Kudō Mariko | Councillor | 2020 | Head of a school for blind children, Sendai. |
| Bernard Achterberg | Councillor | 2022 | Medical device regulation; formerly with a European notified body. |
| Tran Minh Chau | Councillor | 2023 | Ophthalmologist and hospital director, Huế. |
| Kiroshi Takuma | Councillor | 2016 | President and Chief Executive of Kiroshi Opticals K.K. Takes no part in electing directors nominated by the company. |
Auditors
- Ishiguro Ken, Auditor (Certified Public Accountant), since 2016
- Nakamura Yōko, Auditor (Attorney at law), since 2021
The 1996 Arrangement with Kiroshi Opticals
When the Foundation took its present name in 1996 it signed an agreement with Kiroshi Opticals that still sets the terms between us. We publish it in full, in Japanese and English. In summary:
- The company may nominate two of the Foundation’s directors. It may not nominate the chair or the Executive Director.
- The Foundation will not reduce its holding below 20% of the company’s shares without the approval of two-thirds of the Board of Councillors. It may sell shares above that level at its own discretion, and has done so four times, most recently in 2019.
- The company will not seek to direct the Foundation’s grants or programmes, and the Foundation will not seek to direct the company’s business except as a shareholder, through the company’s general meetings.
- Neither may use the other’s name or logo in advertising. The company may say that the Foundation exists. It may not say that the Foundation endorses its products.
Conflict rules
Every director, councillor, auditor and member of staff declares their interests each year and whenever they change. Declarations by directors are published above. The rules that matter most:
- Anyone employed by, nominated by, or holding more than ¥1 million in shares of any optical implant maker takes no part in decisions on implant funding, the Independent Implant Register, Continuity or Shared Sight. This includes the chair.
- Decisions on funding retinal implants are made by a clinical panel of five, none of whom has any connection to an implant maker.
- Staff may not hold shares in Kiroshi Opticals, other than through a pension fund they do not control.
- Grants to organisations connected to a director or panel member are decided without them, and are marked in the grants database.
How we vote our shares
The Foundation votes its 23.8% at every general meeting of Kiroshi Opticals. The decision is taken by the directors who have no connection to the company, on the advice of the Director of Finance and Investment.
| Year | Resolutions | For | Against | Abstained | Note |
|---|---|---|---|---|---|
| 2022 | 6 | 6 | 0 | 0 | All resolutions supported. |
| 2023 | 7 | 6 | 0 | 1 | Abstained on the re-election of a director who chaired the committee that approved the SEIRAN 2 discontinuation with only five years’ support. |
| 2024 | 8 | 7 | 0 | 1 | Abstained on a resolution to raise the borrowing limit of the Professional Systems division. |
| 2025 | 6 | 6 | 0 | 0 | All resolutions supported. Shareholder statement asking the company to keep its position on the Turing Registry under review. |
| 2026 | 7 | 7 | 0 | 0 | All resolutions supported. |
The Foundation has not voted against a resolution at a Kiroshi Opticals general meeting since the company was listed in 1989. We publish this as a matter of record, not as a commitment.