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Outside Directors and Audit & Supervisory Board Members

Outside Directors and Outside Audit & Supervisory Board Members

Of the six current directors, Akebono has appointed three independent outside directors with a variety of experience and skills. Their role is to strengthen the corporate governance structure by reinforcing the Board of Directors’ management monitoring functions, and contributing advice to management that will help improve medium- and long-term corporate value.

Furthermore, three out of the five Audit & Supervisory Board Members are outside Audit & Supervisory Board Members, thereby ensuring that the audit system functions from a more independent perspective, and strengthening the supervisory function of management.

Akebono aims to collaborate with outside directors and Audit & Supervisory Board Members and to strengthen its corporate governance system. It therefore regularly convenes opinion-exchanging meetings between representative directors and outside directors, and between representative directors, outside directors, and outside Audit & Supervisory Board Members.

Information on Outside Directors and Audit & Supervisory Board Members

Reasons for Election and Attendance to the Meetings of the Board of Directors as Outside Director

Name Reasons for Election /
Any Important Representation
of Other Entities
Attendance to Meetings (Attended/Convened in fiscal 2017)
Kunio Ito Mr. Ito has extensive knowledge and a wealth of experience in corporate management cultivated over his years as a university professor (Accounting & Management) and as an outside director at other companies. He was nominated as an outside director to bring to bear his knowledge and experience when providing advice and recommendations regarding the Company’s business judgments and decision-making processes.

[Any Important Representation of Other Entities]
Adjunct Professor, Graduate School of Commerce and Management, Hitotsubashi University
Outside Director, Sumitomo Chemical Company, Limited
Outside Director, Kobayashi Pharmaceutical Co., Ltd.
Outside Director, Seven & i Holdings Co., Ltd.
Outside Director, Toray Industries, Inc.
Board of Directors:
14/14
Takuo Tsurushima Mr. Tsurushima served as a corporate leader at a number of companies, including as President & CEO of Tokyo Stock Exchange, Inc. He was nominated as an outside director to bring to bear his extensive knowledge of and experience in corporate management when providing advice and recommendations regarding the Company’s business judgments and decision-making processes. Board of Directors:
14/14
Ken Okazaki Mr. Okazaki possesses specialized advanced academic knowledge in the fields of environmental protection, energetics and thermal engineering. Mr. Okazaki was nominated as an outside director to bring to bear his knowledge and capability to provide appropriate supervision and advice in aid of the Company’s business operations.

[Any Important Representation of Other Entities]
Institute Professor, Tokyo Institute of Technology
Visiting Professor, World Premier International Research Center Initiative, Kyushu University
Board of Directors:
14/14

Reasons for Election and Attendance to the Meetings of the Board of Directors as Outside Audit & Supervisory Board Members

Name Reasons for Election Attendance to Meetings (Attended/Convened in fiscal 2017)
Kesao Endo Mr. Endo has extensive knowledge and experience as a certified public accountant. He was nominated as an Outside Audit & Supervisory Board Member based on his specialist perspective and highly independent status from management to bring to bear his knowledge and experience in the performance of audits. Board of Directors:
14/14

Audit & Supervisory Board:
13/14
Keizo Tannawa Mr. Tannawa has extensive knowledge and experience as a management, organizational and human resources consultant in addition to as a corporate manager. He was nominated as an Outside Audit & Supervisory Board Member based on his specialist perspective and highly independent status from management to bring to bear his knowledge and experience in the performance of audits. Board of Directors:
14/14

Audit & Supervisory Board:
14/14
Tomohiro Katayama A lawyer and certified public accountant, Mr. Katayama has extensive knowledge and experience in the legal and financial audit profession. He was nominated as an Outside Audit & Supervisory Board Member based on his specialist perspective and highly independent status from management to bring to bear his knowledge and experience in the performance of audits. Board of Directors:
14/14

Audit & Supervisory Board:
14/14

Standard Regarding the Independence of Outside Officers

Akebono Brake Industry Co., Ltd. (the “Company”) sets forth the Standard Regarding the Independence of Outside Officers of the Company as detailed below. The Outside Officers of the Company shall not fall under any of the standard below.

  •   1.A person who is or has previously been an executive (Note 1) of Akebono Group
  •   2.A major shareholder of the Company (Note 2)
  •   3.A person to whom Akebono Group is a major business counterparty (Note 3), or, when such a person is a corporation, an executive of the corporation (Note 1)
  •   4.A person who is a major business counterparty of Akebono Group (Note 4), or, when such a person is a corporation, an executive of the corporation (Note 1)
  •   5.A certified public accountant (or a tax accountant) who belongs to the independent auditor of Akebono Group, or an employee who belongs to an auditing firm (or a tax accounting firm)
  •   6.A consultant, an accounting specialist such as a certified public accountant, or a legal expert such as attorney at law, who receives from Akebono Group a significant amount of money or other assets (Note 5) other than remuneration for officer (when a person who receives such assets is an organization such as a corporation or an association, a person who belongs to such organization)
  •   7.A person or an executive thereof (Note 1) who receives a large amount of donation (Note 6) from Akebono Group
  •   8.A close relative (Note 8) of an important person (Note 7) among those who fall under any of 2. to 7. above
  •   9.A person who in the past three years has fell under any of 2. to 8.
  • 10.Other person who is reasonably judged to be in circumstances under which he or she is unable to fulfill his or her duties as an Outside Officer

Provided, however, that, if a person who falls under any of 1. to 9. and if the Company judges that the said person is qualified to become an Outside Officer of the Company in view of his or her personality, insight and other attributes, the Company may elect the said person as an Outside Officer on the condition that the reason why the Company judges that the said person is qualified as an Outside Director is publicly explained.

Notes:

  •   1.An ”executive” refers to an executive as defined in Item 6, Paragraph 3, Article 2 of the Ordinance for Enforcement of the Companies Act, and means an executive director, an executive officer, a corporate officer and an employee who executes the business of an equity-method company (if an employee is a corporation, or other person who executes duties stated in Paragraph 1, Article 598 of the Companies Act, or a person equivalent to such person), a person who executes the business of a corporation other than a company or an organization, and an employee (a staff, etc.) of a corporation including a company or an organization.
  •   2.A “major shareholder” means a shareholder who holds 10% and more of the voting rights of the Company or an executive of such shareholder.
  •   3.A “person to whom Akebono Group is a major business counterparty” means a person for whom transactions of the business counterparty’s group to Akebono Group in the most recent fiscal year amount to more than 2% of the consolidated net sales of the business counterparty.
  •   4.A “person who is a major business counterparty of Akebono Group” means a person for whom the transactions of Akebono Group to the business counterparty’s group amounts to more than 2% of the consolidated net sales of Akebono Group.
  •   5.A “significant amount of money or other assets” means that the total amount of the value amounts to ¥10 million or more in the most recent fiscal year in the case of an individual, and, in case of an organization, more than 2% of the consolidated net sales in the most recent fiscal year.
  •   6. A “significant amount of donation” means that the average annual donation amounts to ¥10 million or more in the past three years.
  •   7. An “important person” means an officer or a person with a managerial position of each company or business counterparty in the case of an executive in 2., 3., 4. and 7. above, and a public accountant who belongs to an auditing firm or an attorney at law who belongs to a law firm in the case of a person who belongs to an organization in 5. and 6. above.
  •   8.A “close relative” means a spouse or persons within the second degree of consanguinity.