AKEBONO REPORT 2016

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Corporate GovernanceCorporate Governance SystemOf 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 ve Audit & Supervisory Board members are outside Audit & Supervisory Board The Audit & Supervisory Board members and the Audit & Supervisory Board receive appropriate explanations about the audit content from the independent auditor, and provide cooperation, such as witnessing the audits of the independent auditor, if necessary. In addition, they have regular meetings with the independent auditor as regards the audit system, the audit plan, and the audit implementation status.The Audit & Supervisory Board members and Outside Directors and Outside Audit & Supervisory Board MembersCooperation among Audit & Supervisory Board Members, the Independent Auditor, and the Internal Audit Departmentmembers, 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.the Internal Audit Department comprise a mutually complementary system in order to enhance the effectiveness of each audit. They cooperate together in conducting the pre-adjustment of the scal year’s activities policy, in arranging the monthly report meeting, and in the mutual distribution of the audit report, together with conducting joint audits. Furthermore, the Internal Audit Department and the independent auditor formulate audit plans related to assessments of internal control over nancial reporting. The results of these audit plans are discussed at meetings held from time to time on a regular basis, as necessary.Outside Directors (as of March 31, 2016)NameReasons for ElectionAny Important Representation of Other EntitiesAttendance at Board of Directors Meetings(Attended/Convened in Fiscal 2015)Kunio ItoMr. 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.- 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.14/15Takuo TsurushimaMr. 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.15/15Ken OkazakiMr. Okazaki has not previously been involved in corporate management. However, he possesses specialized advanced academic knowledge in the elds 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.- Institute Professor, Tokyo Institute of Technology- Visiting Professor, World Premier International Research Center Initiative, Kyushu University15/15AKEBONO REPORT 201639