AKEBONO REPORT 2014

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Maintaining an Internal Control SystemIn May 2006, Akebono established the “Basic Policy Regarding theEstablishment of In-House Regulatory Systems” based on a resolutionmade by its Board of Directors to respond to risks related tocompany size, business characteristics and management actions.On the basis of this policy, Akebono maintains systems related torisk management, adherence to laws and regulations, effectivebusiness performance, accurate financial reporting and the promotionof the development and operation of internal control systemsthroughout the Group. In addition, the Company utilizes auditorsand the Audit Department to periodically verify these systems’effectiveness and to constantly enhance their functionality. Withregard to internal control based on the Financial Instruments andExchange Law, systems within the Company for financial reportingare continually upgraded to ensure the reliability of informationthat can have a major influence on financial statements.Philosophy behind Large Equity PurchasesAkebono’s philosophy regarding large equity purchases is that thebuyer should abide by reasonable rules governing the disclosure ofappropriate information and that this information be provided tothe Company’s Board of Directors prior to purchase.The Board of Directors will take appropriate measures if it isdeemed that there is an irregularity in the manner the purchase wasmade. We believe that these measures are necessary to protect theinterests of our shareholders. We believe that any decision regardinga large-scale purchase or sale of equity should be made by ourshareholders. We also believe that the best way to determine howthe Company should respond to such a purchase is to engage indiscussion with our shareholders to determine their intentions.At a Board of Directors’ meeting held on May 7, 2014,Akebono decided to maintain its policy of countermeasures againstthe large-scale purchase of equity.Basic Approach to Corporate Governance andImplementation StatusAkebono’s corporate governance is intended to maximize corporatevalue to enable the execution of business operations in a transparentand fair manner from a global perspective. Increasing managementtransparency, carrying out rapid and appropriate decisionmaking, disclosing appropriate information in a timely manner,upgrading internal control systems and ensuring that managementmeets compliance requirements are all indispensable to achievingthis objective.As a manufacturer of essential safety equipment, Akebonostrives to maintain and facilitate sound and positive relationshipswith its stakeholders and aims to enhance its corporate governance.Along with an Audit & Supervisory Board, Akebono has a Boardof Directors that generally meets every month and holds specialmeetings as needed. To deal with important issues, Akebono hasestablished separate councils for advanced deliberation as theManagement Council and the Technology Council. In addition, theExecutive officer System was introduced in April 2000.In order to provide an external viewpoint to management,Akebono invites individuals from outside the Company to becomenon-executive directors. Akebono reflects to management thecounsel it receives from Dr. Kunio Ito, based on his academicknowledge, and Mr. Takuo Tsurushima, based on his experience asa corporate manager. Dr. Ito is currently a professor in the Facultyof Commerce of Hitotsubashi University and Hitotsubashi GraduateSchool’s Graduate Course of Commerce. Mr. Tsurushima is a formerpresident of Tokyo Stock Exchange Group, Inc. Of the 14Board of Directors’ meetings held in fiscal 2013, Dr. Ito attended13, while Mr. Tsurushima was present for all. Neither of the twoexternal directors has a conflict of interest with the general shareholdersof Akebono, and both retain highly independent statusvis-?-vis its management. Akebono has registered these two directorsas independent directors in accordance with the rules of TokyoStock Exchange.Management SystemsCorporate Governance, Internal Control System andCountermeasures against the Large-Scale Purchase of EquityTo win the trust of our stakeholders and better fulfill our responsibilities as a business corporation,we continually develop our corporate governance and internal control.General Meeting of ShareholdersAdvanceddeliberationsAppointment and dismissal Appointment and dismissal Appointment and dismissalAudit Financial auditCorporate Governance StructureGuidance and adviceGuidance andadviceAudit DepartmentAudit & Supervisory Board Board of DirectorsBoard of Executive OfficersRepresentative DirectorsIndependent AuditorManagement Council,Technology Counciland OthersOperating Departments Domestic and Overseas Group Affiliates Branch OfficesRisk Management CommitteeCompliance CommitteeOther CommitteesOutside Counsel

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