External Officers (Criteria for Independence and Activities)
Criteria for Independence for External Officers
Article 18 of JVCKENWOOD Corporate Governance Policy
In general, to ensure the effectiveness of the supervisory function of the management based on experience, achievements, expertise, insights, and other attributes, as well as independence from conflicts of interest with general shareholders, the Company shall elect candidates for External Directors by confirming their business backgrounds and ensuring that they are not principal shareholders of the Company or have never been engaged in business execution at the Company's main business partners (with a transaction value of one percent or more of the consolidated net sales of the Company), based on its criteria and policies for independence set out in accordance with the "Guidelines for the Governance of Listed Companies" (III 5. (3)-2) established by the Tokyo Stock Exchange.
*III 5. (3)-2 of the “Guidelines concerning Listed Company Compliance, etc.” (revised April 1, 2025) of the Tokyo Stock Exchange, Inc. |
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| The status of a person(s) who is reported to Tokyo Stock Exchange, Inc. as being an independent director(s)/auditor(s) by the issuer of a listed domestic stock pursuant to the provisions of Rule 436-2 “Handling of the Securing of Independent Director(s)/Auditor(s)” of the Enforcement Rules for Securities Listing Regulations when such person falls under any of the following a. to d.; | ||
| ａ． | A person for which said company is a major client or a person who executes business for such person, or a major client of said company or a person who executes business for such client; | |
| ｂ． | A consultant, accounting professional or legal professional (in the case of a group such as a corporation or association, this shall refer to a person belonging to such group) who receives a large amount of money or other asset other than remuneration for directorship/auditorship from said company; or | |
| ｃ． | A person who has recently fallen under a. or the preceding b. | |
| ｃ-2． | A person who has fallen under the following (a) or (b) at any time within 10 years before taking office | |
| （ａ） | A person who executes business for a parent company of said company (including a director who does not execute business or an auditor in cases where said company designates its outside auditor as an independent director); or | |
| （ｂ） | A person who executes business for a fellow subsidiary of said company. | |
| ｄ． | A close relative of a person referred to in any of the following (a) to (f) (excluding those of insignificance); | |
| （ａ） | A person referred to in a. to the preceding c-2.; | |
| （ｂ） | Accounting advisor of said company (limited to cases where said company designates its outside auditor as an independent director; if such an accounting advisor is a juridical person, it shall include the employee who is to perform the duties of such an accounting advisor, the same shall apply hereinafter); | |
| （ｃ） | A person who executes business for a subsidiary of said company (including a director who does not execute business or an accounting advisor in cases where said company designates its outside auditor as an independent auditor); | |
| （ｄ） | A person who executes business for a parent company of said company (including a director who does not execute business or an auditor in cases where said company designates its outside auditor as an independent director); | |
| （ｅ） | A person who executes business for a fellow subsidiary of said company; or | |
| （ｆ） | A person who has recently fallen under (b) or (c), or a person who executed business for said company (in cases where an outside director is designated as an independent auditor, including a director who does not execute business). | |
Major Activities of External Officers
During the fiscal year ended March 31, 2025, there were 15 Board of Directors' meetings, 15 Audit & Supervisory Board meetings, and 14 Nomination and Remuneration Advisory Committee meetings.
| Position | Name | Major Activities |
|---|---|---|
| External Director | HAMASAKI Yuji | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2025: 15 (attendance rate: 100.0%) Chairman of the Board of Directors. Mr. HAMASAKI provides advice and propositions to secure the appropriateness and correctness of the decisions of the Board of Directors in a timely manner from the position of an independent officer who is an objective third party not involved in the business execution of the Group, as well as proper advice based on his plentiful experience, knowledge, and expert perspective in the information and communications and heavy electric machinery fields from corporate management of a listed company. He also served as a member of Nomination and Remuneration Advisory Committee. Attendance at the Nomination and Remuneration Advisory Committee meetings in the fiscal year ended March 31 2025: 14 (attendance rate: 100.0%) |
| ONITSUKA Hiromi | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2025: 14 (attendance rate: 93.3%) Ms. ONITSUKA provides advice and propositions to secure the appropriateness and correctness of the decisions of the Board of Directors in a timely manner from the position of an independent officer who is a third party not involved in the business execution of the Group, as well as proper advice based on her plentiful experience, knowledge, and expert perspective in the information industry sector, electric industry sector, mainly OEM sales, overseas distributor sales, and etc., from operations and corporate management of a listed company. She also served as a Chairman of Nomination and Remuneration Advisory Committee. Attendance at the Nomination and Remuneration Advisory Committee meetings in the fiscal year ended March 31 2025: 14 (attendance rate: 100.0%) |
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| HIRAKO Yuji | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2025: 14 (attendance rate: 93.3%) Mr. HIRAKO provides advice and propositions to secure the appropriateness and correctness of the decisions of the Board of Directors in a timely manner from the position of an independent officer who is a third party not involved in the business execution of the Group, as well as proper advice based on his plentiful experience, knowledge, and expert perspective in corporate management within Japan and overseas from operations and corporate management of a listed company. He also served as a member of Nomination and Remuneration Advisory Committee. Attendance at the Nomination and Remuneration Advisory Committee meetings in the fiscal year ended March 31 2025: 13 (attendance rate: 92.9%) |
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| HIRANO Satoshi | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2025: 12 (attendance rate: 100.0%) Mr. HIRANO provides advice and propositions to secure the appropriateness and correctness of the decisions of the Board of Directors in a timely manner from the position of an independent officer who is a third party not involved in the business execution of the Group, as well as proper advice based on his plentiful experience, knowledge, and expert perspective gained through his work in the manufacturing and engineering divisions of listed companies and through his management of companies in Japan and overseas as a Director He also served as a member of Nomination and Remuneration Advisory Committee. Attendance at the Nomination and Remuneration Advisory Committee meetings in the fiscal year ended March 31 2025: 11 (attendance rate: 100.0%) |
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| External Audit & Supervisory Board Member | FUJIOKA Tetsuya | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2025: 15 (attendance rate: 100.0%) Attendance at the Audit & Supervisory Board meetings in the fiscal year ended March 31 2025: 15 (attendance rate: 100.0%) Mr. FUJIOKA provides necessary comments regarding issues such as the agenda and discussions of the Board of Directors and Audit & Supervisory Board in a timely manner from the position of an independent officer who is an objective third party not involved in the business execution of the Group, utilizing his wealth of experience, knowledge, and professional perspective gained through his experience in the accounting and finance divisions of listed companies outside the Group and in overseas corporations, as well as his management experience as a corporate auditor. |
| EBINUMA Ryuichi | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2025: 12 (attendance rate: 100.0%) Attendance at the Audit & Supervisory Board meetings in the fiscal year ended March 31 2025: 12 (attendance rate: 100.0%) Mr. EBINUMA provides necessary comments regarding issues such as the agenda and discussions of the Board of Directors and Audit & Supervisory Board in a timely manner from the position of an independent officer who is an objective third party not involved in the business execution of the Group, making full use of his extensive experience, knowledge, and expert perspective gained from his extensive work experience in the manufacturing and engineering divisions, etc. of listed companies outside the Group as well as his management experience as a corporate auditor in the audit activities of the Group. |
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| KOBASHIKAWA Yasuko | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2025: 10 (attendance rate: 83.3%) Attendance at the Audit & Supervisory Board meetings in the fiscal year ended March 31 2025: 10 (attendance rate: 83.3%) Ms. KOBASHIKAWA provides necessary comments regarding issues such as the agenda and discussions of the Board of Directors and Audit & Supervisory Board in a timely manner from the position of an independent officer who is an objective third party not involved in the business execution of the Group, making full use of her expertise as a certified public accountant and tax accountant, and her management experience as an External Director and external Audit & Supervisory Board Member of a listed company outside our group and knowledge in overall corporate management and governance from her experience as a director of a listed company in the audit activities of the Group. |
Notes:
- JVCKENWOOD Corporation held the 17th Ordinary General Meeting of Shareholders on June 25, 2025 and changed its corporate governance structure to a Company with an Audit & Supervisory Committee, effective as of the close of the meeting. In line with this change, all External Audit & Supervisory Board Members have been appointed as Directors who are Audit & Supervisory Committee Members.
- Director HIRANO Satoshi has been in office as Director since the close of the 16th Ordinary General Meeting of Shareholders held on June 21, 2024, and his attendance rates are calculated based on 12 Board of Directors meetings, and 11 Nomination and Remuneration Advisory Committee meetings held after his assumption of office.
- Audit & Supervisory Board Members EBINUMA Ryuichi and KOBASHIKAWA Yasuko have been in office as Audit & Supervisory Board Members since the close of the 16th Ordinary General Meeting of Shareholders held on June 21, 2024, and their attendance rates are calculated based on 12 Board of Directors meetings, and 12 Audit & Supervisory Board meetings held after their assumption of office.
