AKEBONO REPORT 2012

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50 AKEBONO REPORT 2012 Akebono Brake Industry Co. Ltd.experienced and knowledgeable business manager. Dr. Ito iscurrently a professor in the Faculty of Commerce of HitotsubashiUniversity and Hitotsubashi Graduate School’s GraduateCourse of Commerce. Mr. Tsurushima is a former presidentof Tokyo Stock Exchange Group Inc. Of the 14 Board ofDirectors’ meetings held in fiscal 2011 Dr. Ito attended 12 while Mr. Tsurushima was present for all. Neither of the twoexternal directors has a conflict of interest with generalshareholders of Akebono and both retain highly independentstatus vis-?-vis its management. Because of that Akebonohas registered these two directors as independent directorsin accordance with the rules of Tokyo Stock Exchange.Maintaining an Internal Control SystemIn May 2006 Akebono established the “Basic PolicyRegarding the Establishment of In-House RegulatorySystems” to respond to risks related to company size businesscharacteristics and management actions. On the basisof this policy Akebono maintains systems related to riskmanagement adherence to laws and regulations effectivebusiness performance accurate financial reporting and thepromotion of the development and operation of internal controlsystems throughout the Group.In addition the Company implements regular checks oversight and verification of internal control systems utilizingthe auditing capabilities of auditors and the Audit Departmentto ensure these systems’ effectiveness and upgradetheir functionality as needed.With regard to internal control based on the FinancialInstruments and Exchange Law systems within the Companyfor financial reporting are continually upgraded to ensure thereliability of information that can have a major influence onfinancial statements.Basic Approach to Corporate Governance andImplementation StatusAkebono’s corporate governance is intended to maximizecorporate value to enable the execution of business operationsin a transparent and fair manner from a global perspective.Increasing management transparency carrying out rapidand appropriate decision making disclosing appropriateinformation in a timely manner upgrading internal controlsystems and ensuring that management meets compliancerequirements are all indispensable to achieving this objective.To realize its corporate social responsibility Akebonostrives to maintain sound and positive relationships withcustomers shareholders suppliers staff and local communities and aims to enhance its corporate governance as amanufacturer of essential safety equipment.Akebono has put in place a Board of Auditors understandingthat its auditing system operated by this Board of Auditors ensures the appropriate execution of business by directors. Ingeneral Board of Directors’ meetings are convened monthlyand extraordinary meetings are held as needed. To deal withimportant issues Akebono has established such bodies foradvanced deliberation as the Management Council and theTechnology Council in order to provide the Board of Directorswith advice to help it to make timely and correct judgments.The Executive Officer System was introduced in April 2000 withthe objectives of clarifying management responsibility andauthority and improving management efficiency.In order to provide an independent viewpoint to management Akebono invites individuals from outside the Companyto become non-executive directors. Akebono reflects toCompany management the counsel it receives from Dr.Kunio Ito based on his broad knowledge and vast academicexperience and Mr. Takuo Tsurushima who is a highlyAudit DepartmentBoard of AuditorsAdvanceddeliberationsAppointment and dismissal Appointment and dismissal Appointment and dismissalAudit Financial auditBoard of DirectorsBoard of Executive OfficersRepresentative DirectorsIndependent AuditorCorporate Governance StructureGeneral Meeting of ShareholdersOutside CounselManagement Council Technology Counciland OthersOperating Departments Domestic and Overseas Group Affiliates Branch OfficesGuidance and adviceRisk Management CommitteeCompliance CommitteeOther CommitteesCorporate Governance and Internal Control SystemManagement Systems

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