AKEBONO REPORT 2018
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3533Board of Directors’ Advisory Committees (voluntary)Outside Directors and Outside Audit & Supervisory Board MembersOf the six 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- to long-term corporate value.Cooperation among Audit & Supervisory Board Members, the Independent Auditor, and the Audit DepartmentThe 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 BoardAKEBONO REPORT 2018 32Outline of Akebono’s Corporate Governance Structure (Fiscal 2017)Type of governance model Executive Officer System Director’s term stipulated by the articles of incorporationChairman of the BoardNumber of acting directors Of whom, outside directorsOf whom, those registered as independent directorsNumber of Board of Directors meetings held during fiscal 2017Number of Board of Directors meetings held during fiscal 2017Number of Audit & Supervisory Board membersOf whom, outside membersOf whom, those registered as independent auditorsOutside Audit & SupervisoryBoard members’ board meeting attendance rate during fiscal 2017Board of Directors’ advisory organs (voluntary)Independent auditor CommitteenamesRoleCompositionInternal director 3Outside director 3Committeemember(Chairperson)Frequency ofmeetingsSupervisory Board Members and the Audit Department.The chairperson assigns a certain division (or an individual) as the secretariat of each internal important body. The secretariat is responsible for conducting paperwork such as notices of agenda and minutes.In order to ensure appropriate business execution by members of management, a three-way audit system is applied by means of the Audit & Supervisory Board Members and the Audit & Supervisory Board, the independent auditor, and the Audit Department. Audit & Supervisory Board Members attend essential management meetings, such as the Board of Directors meetings, to monitor the processes of important decision-making and the execution status of business operations. These members also exchange opinions with directors in order to examine without delay any matters that could have a serious impact on Akebono’s management or performance, and then respond promptly.The remuneration for directors and Audit & Supervisory Board Members is determined by the Company’s rules and the compensation criteria are clearly disclosed. Compensation for directors consists of fixed remuneration and performance-based remuneration. The fixed portion is basic compensation for duties and is based on positions. The performance-based portion is determined based on the performance of the Company and individual directors. The amount of remuneration for each director is allocated within limits approved by the General Meeting of Shareholders. The total amount of Audit & Supervisory Board Members’ remuneration is also determined by the General Meeting of 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 Audit Department closely cooperate by mutually exchanging information such as annual plans and audit reports, and by holding regular opinion-exchanging meetings.Furthermore, three out of the five Audit & Supervisory Board Members are outside Audit & Supervisory Board Members, thereby ensuring that the supervisory 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.Members and the Audit Department comprise a mutually complementary system in order to enhance the effectiveness of each audit. They cooperate in conducting the pre-adjustment of the fiscal year’s activities policy, in arranging the monthly report meeting, and in the mutual distribution of the audit report, together with conducting joint audits. A company with an Audit & Supervisory BoardYes2 yearsRepresentative Director, Chairman and President6314100%97%Nomination Advisory Committee, Compensation Advisory CommitteeDeloitte Touche TohmatsuInternal director In principle once every half year, with special meetings as neededDirector Nomination Advisory CommitteeFormulation of selection criteria of directors, Audit & Supervisory Board members, including outside members, and executive officers, nomination of candidates, and appropriate deliberation in the selection and development plans of successor candidates such as for Chief Executive Officer, together with reporting to the Board of DirectorsInternal directorIn principle once every half year, with special meetings as neededDirector Compensation Advisory CommitteeCompensation structure of directors (including executive officers), compensation standards, process of compensation determination (including evaluation criteria and allocation) and other setting verifications, and reporting to the Board of DirectorsInternal director 3Outside director 3

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