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Outside Directors and Audit & Supervisory Board Members

Outside Directors and Outside Audit & Supervisory Board Members

Of the nine 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 audit 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)
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
Director, Center for CFO Education and Research, Hitotsubashi University
Special Appointed Professor, Chuo University Graduate School of Strategic Management
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:
14/15
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:
15/15
Ken Okazaki Mr. Okazaki has not previously been involved in corporate management. However, he 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
15/15

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)
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:
15/15

Audit & Supervisory Board:
15/15
Michiyoshi Homma A lawyer, Mr. Homma has extensive knowledge and experience in corporate legal affairs. 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:
15/15

Audit & Supervisory Board:
14/15
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:
15/15

Audit & Supervisory Board:
14/15

Outside Director Interview


Member of the Board, Independent Officer
Kunio Ito
Adjunct Professor, Graduate School of Commerce and Management, Hitotsubashi University
Director, Center for CFO Education and Research, Hitotsubashi University
Q1.What do you think of the role of Outside Directors at the Board Meetings of Akebono, in view of Corporate Governance?
A1.I believe Corporate Governance needs to be addressed reflecting the interests of shareholders and paying respect to other stakeholders. The two major functions of Outside Directors at the Board of Directors are expected to be the monitoring of business executions and the advisory to the management.
As for the first, I monitor business executions, constantly questioning at the deliberation of proposals presented in the Board of Directors meeting, considering how they will contribute to the improvement of corporate values of Akebono in medium- to long-term. Also, I am making efforts to give advices for the improvement of corporate values of the company, based on my experience of educations in the specialized fields and as an Outside Director in other companies.
Q2.Do the Outside Directors and Audit & Supervisory Board Members of Akebono have many opportunities to deliver opinions on the agenda submitted to the Board of Directors?
A2.I believe that opinions and requests are actively exchanged at Akebono, even compared with other companies. The Management including President has made an environment where Outside Officers easily express their opinions. I have been an Outside Director of Akebono long enough to understand the industry and the businesses well so I am trying to make severe suggestions and difficult requests sometimes based upon my knowledge. In fact, I have requested reconsiderations and resubmissions of some agenda which might possibly affect the future sustainability of Akebono during the discussion. I also have to have guts and courage to request such reconsiderations on the agenda already submitted to the Board, though.
Q3.We would like to know your ideas for more effective governance as an Outside Director.
A3.As for Corporate Governance, actual practice is much more important than formality. Proposals submitted at the Board of Directors are basically decided in advance, however, as I have done so far as an Outside Director, I would like to actively make requests and suggestions on other matters in addition to the submitted proposals to improve corporate values in medium- to long-term.

Member of the Board,
Independent Officer
Takuo Tsurushima
Former President of
Tokyo Stock Exchange Group, Inc.
Q1.How do you evaluate the governance function of the Board of Director of Akebono?
A1.In every meeting of Akebono's Board of Directors, active discussions are made with a respect to suggestions from the Executive Office, and also with questions and stringent suggestions from Outside Officers (Outside Directors, Outside Audit & Supervisory Board Members) when they have any smallest doubts or problems. In this meaning, I believe that the participation of Outside Director creates not superficial but practical discussions in the Board of Directors, which is the cornerstone of corporate governance, and that its supervisory function is very effective. Reasonable tensions between Internal Directors, Executive Officers and Outside Officers are necessary and I believe, in that perspective, their positions are properly maintained in Akebono.
Q2.What do you think of the role as an Outside Director from now on?
A2.Akebono is now a global company with the domestic sales of below 40% and the overseas sales of over 60%. Under this current situation, I believe that we have to be sensitive to international trends in the automotive market to reconstruct domestic businesses with the appropriate handling of overseas businesses. As an Outside Officer I would like to make effective advices to the management. Furthermore, with my long experience in securities market, I will continue to make efforts to contribute to the stock market for Akebono and to build mutual understandings and trusting relationships with shareholders and investors, with some advice and guidance on the appropriate disclosure of corporate information (how the messages from the management should be easily and appropriately conveyed to them).
Q3.If you have some advice on establishing the more effective governance system, could you suggest it to us here?
A3.In Akebono's Board of Directors, business plans and their key measures etc. are decided through active discussions and set to their executions promptly but I believe that there is room for improvement in the reviewing process of their progress thereafter and in the analysis and verification for the reasons and issues in case of any delays.
The full discussion on such verification and the revision of the measures, if needed, by the Board of Directors along with Outside Officers, when necessary (or periodically), will improve the effectiveness of the checking function in the corporate governance system on the management execution.