AKEBONO REPORT 2013

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experience, and Mr. Takuo Tsurushima, who is a highly experiencedand knowledgeable business manager. Dr. Ito is currentlya professor in the Faculty of Commerce ofHitotsubashi University and Hitotsubashi Graduate School’sGraduate Course of Commerce. Mr. Tsurushima is a formerpresident of Tokyo Stock Exchange Group, Inc. Of the 14Board of Directors’ meetings held in fiscal 2012, Dr. Itoattended 11, while Mr. Tsurushima was present for all.Neither of the two external directors has a conflict of interestwith the general shareholders of Akebono, and both retainhighly independent status vis-?-vis its management. 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 Companyimplements regular checks, oversight and verification ofinternal control systems, utilizing the auditing capabilities ofauditors and the Audit Department to ensure these systems’effectiveness and upgrade their functionality as needed. Withregard to internal control based on the Financial Instrumentsand Exchange Law, systems within the Company for financialreporting are continually upgraded to ensure the reliability ofinformation that can have a major influence on financialstatements.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 an Audit & Supervisory Board,understanding that its auditing system, operated by saidboard, ensures the appropriate execution of business bydirectors. In general, Board of Directors’ meetings are convenedmonthly and extraordinary meetings are held as needed.To deal with important issues, Akebono has establishedsuch bodies for advanced deliberation as the ManagementCouncil and the Technology Council in order to provide theBoard of Directors with advice to help it to make timely andcorrect judgments. The Executive Officer System was introducedin April 2000 with the objectives of clarifying managementresponsibility and authority and improving managementefficiency.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 academicAudit DepartmentAudit & Supervisory BoardAdvanceddeliberationsAppointment 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 SystemConstantly striving to better meet our shareholders’ expectations, we continually develop our corporategovernance and internal control system.Management Systems

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