Basic Approach to Corporate GovernanceAkebono has formulated the following corporate mission: “Through ‘Friction and Vibration, their Control and Analysis,’ we are determined to protect, grow and support every individual life.” Under this corporate mission, we are creating new values through Monozukuri (value-added manufacturing) and striving to increase shareholder value and corporate value even further in line with our corporate goals of “Customer needs rst”, “Technology realignment”, and “Establishing a global network”. As a maker of essential safety equipment, we believe that it is important to maintain and promote healthy and friendly relationships with all stakeholders including customers, shareholders, suppliers, our associates, and local communities in order to achieve sustainable growth and development. In line with this conviction, we have positioned the strengthening of corporate governance as an important management issue, establishing a solid governance structure consisting of such bodies as the Board of Directors and the Audit & Supervisory Board, with every Board member committed to maintaining the vigilant oversight of management.Overview of Corporate Governance SystemAkebono has adopted the “company with an Audit & Supervisory Board” governance model. We have built a corporate governance system centered on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. We introduced the Executive Ofcer System in April 2000 to clarify the responsibility and the authority for business execution, and to enhance management efciency.The Board of Directors meets regularly once a month, and extraordinary meetings are held as needed. In order to make prompt and accurate judgments on important management matters through sufcient discussion and reviews, Akebono established various important bodies, including the Management Council and the Board of Executive Ofcers. These bodies operate in accordance with prescribed internal rules. Furthermore, to complement the functions of the Board of Directors and strengthen the transparency and soundness of management, the Company has established the Director Nomination Advisory Committee and the Director Compensation Advisory Committee. As regards the selection criteria and candidates for the Board of Directors, the Audit & Supervisory Board, and executive ofcers, the Board of Directors determines these by resolutions after receiving and considering contributions and advice from the Director Nomination Advisory Committee. In order to ensure that the director compensation system applied to these ofcers possesses a high degree of objectivity and transparency, the Company receives reports about the basics of the system from the Director Compensation Advisory Committee.Management information and suchlike is shared through electronic media, thereby ensuring efcient information sharing among management ofcers. The execution status of business matters that have been decided is reported to the Board of Directors or the Board of Executive Ofcers, as appropriate, by the member of the Board or the executive ofcer who is in charge. This status is also periodically audited by the Audit & Supervisory Board Members and the Initiatives to Strengthen Corporate GovernanceApril 2000Introduced an Executive Ofcer SystemJune 2005- Reduced the number of directors from 25 to 12- Introduced an Outside Director System and elected one outside director - Established the Compensation Advisory Committee and intro-duced a performance-based remuneration system for directorsJune 2006Increased the number of outside Audit & Supervisory Board members from 1 to 2June 2007Increased the number of outside directors from 1 to 2June 2010Increased the number of outside Audit & Supervisory Board mem-bers from 2 to 3June 2014Increased the number of outside directors from 2 to 3December 2015Established the Director Nomination Advisory CommitteeCorporate Governance SystemGGovernance|Toward Sustainable GrowthElection, dismissal &supervisionCorporate Governance StructureElection & dismissalAdvancedeliberationInternal auditElection & dismissalAuditCollaborationCollaborationCollaborationDirectionParticipating & advisingReportingThree-way audit systemGeneral Meeting of ShareholdersGroup Companies Inside Each Department and CountryBoard of Executive OfficersBoard of DirectorsPresident & CEOManagement ConferenceDirector Nomination Advisory CommitteeRisk Management CommitteeDirector Compensation Advisory CommitteeAudit &Supervisory BoardIndependent AuditorAudit DepartmentCompliance CommitteeAKEBONO REPORT 2017 38Part 3 Sustainable Management

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