AKEBONO REPORT 2015
Q1. What is your view of how outside directors contribute to Akebono’s management from the perspectiveof corporate governance?A1. I believe that because companies are also corporate citizens the way to best ensure good corporate governanceis to reflect the interests of shareholders while paying due respect to other stakeholders. Outside directorsare expected to play two key roles at the Board of Directors meetings namely monitoring businessexecution and advising management.In the former role at Board meetings I constantly question how proposals being discussed will contributeto the improvement of Akebono’s corporate value in the medium- to long-term. In the latter I draw on myexperience and knowledge in my field of specialization both as an academic and as an outside director inother companies striving to contribute to greater corporate value in this way as well.Q2. Are Akebono’s outside directors and outside Audit & Supervisory Board members given manyopportunities to weigh in on the agendas submitted to the Board of Directors?A2. I believe that compared with many other companies the members of both Boards are more likely to activelyengage in the exchange of opinion and request changes. The top management including the President hasestablished an environment in which outside directors and outside Audit & Supervisory Board members feelfree to voice their opinions without any constraints. I have been an outside director at Akebono long enoughto understand the industry and the business well and I draw on this knowledge to make serious suggestionsand ask difficult questions. In fact in the past I have requested the reconsideration and resubmission of someagenda items that had the potential to affect the future sustainability of Akebono. I believe an outside directorsometimes has to have guts to speak out against the agenda even when no one else is likely to oppose it.Q3. As an outside director do you have any suggestions for more effective governance?A3. When it comes to corporate governance execution is much more important than following the rules. In principle the Board of Directors discusses predetermined agendas but I would like meetings to be open to requestsand suggestions touching on other matters as I aim to help improve the Company’s corporate value in themedium- to long-term.Q1. What is your evaluation on the governance function of Akebono’s Board of Directors?A1. In every Board of Directors meeting discussions are very animated. Although they aren’t fault-finders outsidedirectors and outside Audit & Supervisory Board members voice questions and make shrewd suggestionswhenever they have any doubt or problem regarding management proposals. Given this I believe that theparticipation of such individuals facilitates cogent discussion which is the cornerstone of corporate governance thereby ensuring that the board’s supervisory function remains very effective. I think “cozy” relationshipsbetween outside members and internal directors and executive officers must be avoided. In this light thecomposition of the members of the two Boards is appropriately maintained at a reasonable level of tension.Q2. What do you think your role as an outside director will be going forward?A2. Akebono is now a global company with Japanese sales accounting for less than 40% and overseas sales topping60% of the total. Given this I believe that we have to be sensitive to international trends in the automotivemarket as we move to reorganize Japanese businesses while appropriately pursuing overseas businesses.I would like to help Akebono succeed on the global stage by providing the most effective advice I can.Furthermore based on my long experience in the securities industry I will continue to support Akebono’sefforts to build relationships of trust and mutual understanding with securities market officials shareholdersand investors. In particular I would like to advise the Company on how to proactively and appropriately disclosecorporate information and thereby better communicate the status of its current operations future managementpolicies and other important messages to its stakeholders.Q3. Do you have any advice on making the governance system more effective?A3. After engaging in active discussion Akebono’s Board of Directors decides on business plans and key initiativesand executes them promptly. However I believe that there is some room for improvement in the way theprogress of these plans and initiatives is monitored. In cases where execution is delayed or meets with difficulties the causes of such delays and difficulties should be better analyzed.I believe the monitoring function of the Board of Directors could be further improved by the Board employingthe perspectives of outside directors and outside Audit & Supervisory Board members while performing asappropriate or on a regular basis thorough reviews of the progress of such plans and initiatives. This wouldenhance the effectiveness of Akebono’s corporate governance.N Interviews with Outside DirectorsKunio ItoOutside director (registered as anindependent director)Adjunct Professor Graduate Schoolof Commerce and Management Hitotsubashi UniversityDirector Center for CFO Educationand Research Hitotsubashi UniversityTakuo TsurushimaFormer President & CEO of TokyoStock Exchange Inc.