AKEBONO REPORT 2016

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Corporate GovernanceElection & dismissalAdvance deliberationInternal auditElection, dismissal &supervisionElection & dismissalAuditDirectionParticipating & advisingReportingThree-way audit systemRisk Management CommitteeCompliance CommitteeDirector Compensation Advisory CommitteeDirector Nomination Advisory CommitteeGeneral Meeting of ShareholdersGroup Companies Inside Each Department and CountryBoard of Executive OfcersBoard of DirectorsPresident & CEOManagement ConferenceAudit &Supervisory BoardIndependent AuditorAudit Departmentof Shareholders, and the individual allocations are decided through consultation with the Audit & Supervisory Board.The members of the Audit & Supervisory Board, Akebono’s independent auditor Deloitte Touche Tohmatsu, and the Internal Audit Department closely cooperate together by mutually exchanging information such as annual plans and audit reports, and by holding regular opinion-exchanging meetings.Board of Directors’ advisory committeesOutline of Akebono’s Corporate Governance Structure (Fiscal 2015)Corporate Governance StructureType of governance modelA company with auditorsExecutive Ofcer SystemYesDirector’s term stipulated by the articles of incorporationTwo yearsChairman of the BoardRepresentative Director, Chairman and PresidentNumber of acting directorsNineOf whom, outside directorsThreeOf whom, those registered as independent directorsThreeNumber of Board of Directors meetings held during scal 201515Outside directors’ average board meeting attendance rate during scal 201598%Number of Audit & Supervisory Board membersFiveOf whom, outside membersThreeOf whom, those registered as independent auditorsThreeOutside Audit & Supervisory Board members’ board meeting attendance rate during scal 2015100%Board of Directors’ advisory committeesNomination Advisory Committee, Compensation Advisory CommitteeIndependent auditorDeloitte Touche TohmatsuCommittee members’ namesRoleCompositionCommittee head (Chairperson)Frequency of meetingsDirectorCompensation Advisory CommitteeCompensation structure of directors (including executive ofcers), compensation standards, process of compensation determination (including evaluation criteria and allocation) and other setting verications, and reporting to the Board of DirectorsInternal director2Outside director1Outside expert1 Internal directorIn principle once every three months, with extraordinary meetings as neededDirectorNomination Advisory CommitteeFormulation of selection criteria of directors, Audit & Supervisory Board members, including outside members, and executive ofcers, nomination of candidates, and appropriate involvement in the selection and development plans of successor candidates such as for Chief Executive Ofcer, together with reporting to the Board of Directors Internal director2Outside director1Outside expert1Internal directorIn principle once every three months, with extraordinary meetings as needed38AKEBONO REPORT 2016