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Outside Directors

Status of Outside Directors

Akebono has appointed four Outside Directors and there are no personal, capital, or business relationships, or other interests between the Company and them.

In addition, there is no personal, capital, or business relationships, or other interests between the Outside Directors and other companies of which they are or have been Officers or employees.

Mr. Yuichi Hiromoto concurrently serves as the President & CEO of Japan Industrial Solutions Co., Ltd., and in relation to the issuance of the Class A Shares, Japan Industrial Solutions Fund II, the General Partner of which is said company, entered into an investment agreement with the Company.

As Outside Directors we have invited people who have expertise, experience, and capability in finance, accounting, and legal matters, as well as persons with high ethical standards and a practical viewpoint based on experience in corporate management, who can contribute to the improvement of the corporate governance of Akebono, taking into account, personal, capital, or business relationships, and other interests.

In addition, Akebono has registered with the Tokyo Stock Exchange three Outside Directors (Mr. Hiroaki Tanji, Mr. Yosuke Mishiro, and Mr. Shigeyuki Kawamoto) as Independent Officers in accordance with the provisions of the Tokyo Stock Exchange.

Akebono aims to collaborate with Outside Directors and strengthen its corporate governance system. It therefore regularly convenes opinion-exchanging meetings between Representative Directors and Outside Directors.

Reason for Election for Outside Directors

Name Position Reasons for Election
Hiroaki Tanji Audit & Supervisory Committee Member

Independent Officer
Hiroaki Tanji has extensive experience and profound expertise in business management serving in key positions in a variety of industrial fields, centered on the materials and parts industries, including automotive parts. Thus, Akebono has appointed him with the expectation of contributing to the appropriate decision-making and management supervision of the Company's Board of Directors.
Moreover, since he is not in conflict with the criteria for independence stipulated by the Tokyo Stock Exchange and fulfills Akebono's criteria for independence of Outside Officers, there is no risk of a conflict of interest with general shareholders, and he has been designated as an Independent Officer.
Yuichi Hiromoto Audit & Supervisory Committee Member Yuichi Hiromoto has served as a manager of the operating company of the investment fund and assumed the principal posts of major trading companies in Japan and overseas; he has extensive experience and profound expertise in financial and corporate management. Thus, Akebono has appointed him with the expectation of contributing to the appropriate decision-making and management supervision of the Company's Board of Directors.
Yosuke Mishiro Audit & Supervisory Committee Member

Independent Officer
Yosuke Mishiro has led business and corporate strategy with a focus on industrial machinery and has extensive experience and deep insight regarding corporate management. In addition, he has experience in global business, M&A, etc. Thus, Akebono has appointed him with the expectation of contributing to the appropriate decision-making and management supervision of the Company's Board of Directors.
Moreover, since he is not in conflict with the criteria for independence stipulated by the Tokyo Stock Exchange and fulfills Akebono's criteria for independence of Outside Officers, there is no risk of a conflict of interest with general shareholders, and he has been designated as an Independent Officer.
Shigeyuki Kawamoto Audit & Supervisory Committee Member

Independent Officer
Shigeyuki Kawamoto has extensive expertise and experience as an attorney and extensive knowledge of business management, including serving in the Enterprise Turnaround Initiative Corporation of Japan where he was involved in many corporate restructurings. Thus, Akebono has appointed him with the expectation of his assisting in the strengthening of the auditing structure and the supervisory function from an independent position.
Moreover, since he is not in conflict with the criteria for independence stipulated by the Tokyo Stock Exchange and fulfills Akebono's criteria for independence of Outside Officers, there is no risk of a conflict of interest with general shareholders, and he has been designated as an Independent Officer.

Standard Regarding the Independence of Outside Officers

Akebono Brake Industry Co., Ltd. (the "Company") sets forth the Standard Regarding the Independence of Outside Officers of the Company as detailed below. The Outside Officers of the Company shall not fall under any of the below.

  •   1.A person who is or has previously been an executive (Note 1) of Akebono Group
  •   2.A major shareholder of the Company (Note 2)
  •   3.A person to whom Akebono Group is a major business counterparty (Note 3), or, when such a person is a corporation, an executive of such corporation (Note 1)
  •   4.A person who is a major business counterparty of Akebono Group (Note 4), or, when such a person is a corporation, an executive of the corporation (Note 1)
  •   5.A certified public accountant (or a tax accountant) who belongs to the independent auditor of Akebono Group, or an employee who belongs to an auditing firm (or a tax accounting firm)
  •   6.A consultant, an accounting specialist such as a certified public accountant, or a legal expert such as attorney at law, who receives from Akebono Group a significant amount of money or other assets (Note 5) other than remuneration for officer (when a person who receives such assets is an organization such as a corporation or an association, a person who belongs to such organization)
  •   7.A person or an executive thereof (Note 1) who receives a large amount of donation (Note 6) from Akebono Group
  •   8.A close relative (Note 8) of an important person (Note 7) among those who fall under any of 2. to 7. above
  •   9.A person who in the past three years has fell under any of 2. to 8.
  • 10.Other person who is reasonably judged to be in circumstances under which he or she is unable to fulfill his or her duties as an Outside Officer

Provided, however, that, if a person who falls under any of 1. to 9. above and if the Company judges that the said person is qualified to become an Outside Officer of the Company in view of his or her personality, insight and other attributes, the Company may elect the said person as an Outside Officer on the condition that the reason why the Company judges that the said person is qualified as an Outside Director is publicly explained.

Notes:

  •   1.An ”executive” refers to an executive as defined in Item 6, Paragraph 3, Article 2 of the Ordinance for Enforcement of the Companies Act, and means an executive director, an executive officer, a corporate officer and an employee who executes the business of an equity-method company (if an employee is a corporation, or other person who executes duties stated in Paragraph 1, Article 598 of the Companies Act, or a person equivalent to such person), a person who executes the business of a corporation other than a company or an organization, and an employee (a staff, etc.) of a corporation including a company or an organization.
  •   2.A “major shareholder” means a shareholder who holds 10% and more of the voting rights of the Company or an executive of such shareholder.
  •   3.A “person to whom Akebono Group is a major business counterparty” means a person for whom transactions of the business counterparty’s group to Akebono Group in the most recent fiscal year amount to more than 2% of the consolidated net sales of the business counterparty.
  •   4.A “person who is a major business counterparty of Akebono Group” means a person for whom the transactions of Akebono Group to the business counterparty’s group amounts to more than 2% of the consolidated net sales of Akebono Group.
  •   5.A “significant amount of money or other assets” means that the total amount of the value amounts to \10 million or more in the most recent fiscal year in the case of an individual, and, in case of an organization, more than 2% of the consolidated net sales in the most recent fiscal year.
  •   6. A “significant amount of donation” means that the average annual donation amounts to \10 million or more in the past three years.
  •   7. An “important person” means an officer or a person with a managerial position of each company or business counterparty in the case of an executive in 2., 3., 4. and 7. above, and a public accountant who belongs to an auditing firm or an attorney at law who belongs to a law firm in the case of a person who belongs to an organization in 5. and 6. above.
  •   8.A “close relative” means a spouse or persons within the second degree of consanguinity.