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Outside Directors and Audit & Supervisory Board Members

Outside Directors and Outside Audit & Supervisory Board Members

Of the five current directors, Akebono has appointed three outside directors, and of the four Audit & Supervisory Board members, Akebono has appointed two outside Audit & Supervisory Board members.

As outside directors and outside Audit & Supervisory Board members we have invited people who have detailed knowledge of our operations and who have expertise and experience, such as university professors and certified public accountants, to contribute to the improvement of the corporate governance of Akebono, taking into account human relationships, capital relationships, business relationships, and other interests. In addition, Akebono has submitted a notification to the Tokyo Stock Exchange, with two outside directors and two outside Audit & Supervisory Board members as independent officers pursuant to the provisions of the Tokyo Stock Exchange.

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.

Information on Outside Directors and Audit & Supervisory Board Members

Outside Directors

Name   Reasons for Election
Hiroaki Tanji Independent officer Hiroaki Tanji has served as the Director, Corporate Executive Officer and Chief Technology Officer of HOYA CORPORATION and the Director, the President & Representative Corporate Executive Officer, Chief Executive Officer of ASAHI TEC CORPORATION. He has extensive experience and profound expertise in business management in a variety of industrial fields, centered on the materials and parts industries, including automotive parts, and he also has experience in planning and implementing the reconstruction and reorganization of businesses and plants. We have determined that, toward the revitalization and growth of the Company, he will contribute to the realization of appropriate decision-making and management supervision by the Board of Directors of the Company with a broad perspective based on his extensive experience and knowledge, and his independent and fair position and, thus, the Company nominates him as the candidate for outside director.
Yuichi Hiromoto   At Mitsubishi Corporation, Yuichi Hiromoto has served as the Managing Executive Officer and COO of the New Industrial Finance Business Group, and as the President and Representative Director of Mitsubishi Corp. - UBS Realty Inc., a subsidiary of Mitsubishi Corporation, and currently serves as the President & CEO of Japan Industrial Solutions Co., Ltd. Having served as a manager of the operating company of the investment fund, and having assumed the principal posts of major trading companies in Japan and overseas, he has extensive experience and profound expertise in financial and corporate management. We have determined that, toward the revitalization and growth of the Company, he will contribute to the realization of appropriate decision-making and management supervision by the Board of Directors of the Company with globally diverse perspectives based on his extensive experience and knowledge, and, thus, the Company nominates him as the candidate for outside director.
Yosuke Mishiro Independent officer Yosuke Mishiro has experience as General Manager of the Corporate Planning Division, President of the Accessibility Innovations Company (automatic door business), and Representative Director and Executive Vice President at Nabtesco Corporation. He also has led business and corporate strategy with a focus on industrial machinery, and has extensive experience and deep insight regarding corporate management. Moreover, he has experience in global business, M&A and business revitalization. We have determined that, for the revitalization and growth of the Company, Yosuke Mishiro will contribute to the realization of appropriate decision-making and management supervision by the Board of Directors of the Company from an independent and fair position with a broad perspective based on his extensive experience and knowledge. Thus, the Company nominates him as a candidate for Outside Director.

Outside Audit & Supervisory Board Members

Name   Reasons for Election
Hitoshi Takahashi Independent officer Hitoshi Takahashi is well versed in Japan's Commercial Law, the Corporation Law, the Financial Instruments and Exchange Law, as well as corporate legal work, and he has been selected for his broad-ranging insights stemming from both his extensive experience in corporate business and legal theory.
Akebono has also determined that there is no risk of conflict of interest with general shareholders and has designated him as an independent director because he does not conflict with the independence standards set forth by the Tokyo Stock Exchange and he also meets the independence standards for outside directors set forth by the Company.
Yuji Itagaki Independent officer Yuji Itagaki has, over the course of many years, come to have a wealth of auditing experience as a certified public accountant as well as experience as an auditor in other companies, and he has been nominated for his broad-ranging financial and accounting insights.
Akebono has also determined that there is no risk of conflict of interest with general shareholders and has designated him as an independent director because he does not conflict with the independence standards set forth by the Tokyo Stock Exchange and he also meets the independence standards for outside directors set forth by the Company.

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 standard 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 the 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. 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.