Outside Directors
- Status of Outside Directors
- Reason for Election for Outside Directors
- Standard Regarding the Independence of Outside Officers
Status of Outside Directors
Akebono has appointed four Outside Directors, of whom Mr. Hiroaki Tanji holds 5,000 shares of common stock in the company. There is no other personal, capital, or business relationship, or other interest between him and the Company. In addition, although Akebono has concluded an advisory agreement with Mr. Tomohiro Katayama, there are no matters that would affect the independence of the Outside Directors due to the scale and nature of the agreement. And there is no personal, capital, or business relationship, or other interest between him and Akebono. Furthermore, there are no personal, capital, or business relationships, or other interests between Akebono and Mr. Takashi Komagata and Mr. Shigeyuki Kawamoto Mr. Takashi Komagata concurrently serves as a Member of the Board 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 Akebono. As Outside Directors we have invited people who have knowledge, experience, and abilities in finance, accounting, and legal matters, as well as persons with high levels of expertise in each field and experience in business turnarounds, 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. Shigeyuki Kawamoto, and Mr. Tomohiro Katayama) as Independent Directors 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 Director and Outside Directors.
Reason for Election for Outside Directors
| Name | Position | Reasons for Election |
|---|---|---|
| Takashi Komagata | Audit & Supervisory Committee Member | Mr. Takashi Komagata has expertise and extensive experience in financial and corporate management by working at major financial institutions and serving in key positions at an investment fund management company. 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. |
| Hiroaki Tanji | Audit & Supervisory Committee Member Independent Director |
Mr. 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 Directors, there is no risk of a conflict of interest with general shareholders, and he has been designated as an Independent Director. |
| Shigeyuki Kawamoto | Audit & Supervisory Committee Member Independent Director |
Mr. 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 Directors, there is no risk of a conflict of interest with general shareholders, and he has been designated as an Independent Director. |
| Tomohiro Katayama | Audit & Supervisory Committee Member Independent Director |
Mr. Tomohiro Katayama qualified as an attorney at law and a certified public accountant and has many years of extensive experience and insight in the legal and corporate audit fields. Thus, Akebono has appointed him with the expectation of his advice and supervision in management for the future growth of the Company. 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 Directors, there is no risk of a conflict of interest with general shareholders, and he has been designated as an Independent Director. |
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.
