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 and External Audit & Supervisory Board Members 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 (1) 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 concerning Listed Company Compliance, etc.” (III 5. (3)-2) established by the Tokyo Stock Exchange, Inc.
*III 5. (3)-2 of the “Guidelines concerning Listed Company Compliance, etc.” (revised November 1, 2020) 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 anytime 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） | An accounting advisor of said company (limited to cases where the outside auditor thereof has been designated as an independent auditor. When said accounting advisor is a corporation, any member thereof who is in charge of such advisory affairs is included; 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 auditor); | |
| （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 auditor is designated as an independent auditor, meaning a director who does not execute business). | |
Major Activities of External Officers
| Position | Name | Major Activities |
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| External Director | IWATA Shinjiro | Attendance at the Board of Directors' meetings in the fiscal year ended March 31 2023:15 (attendance rate: 100%) Chairman of the Board of Directors. Mr. IWATA 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 electronics and information and communications fields from operations and corporate management of a listed company, as well as on his experience in overseas corporate management. 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, 2023: 9 (attendance rate: 100.0%) |
| HAMASAKI Yuji | Attendance at the Board of Directors' meetings in the fiscal year ended March 31, 2023: 15 (attendance rate: 100%) 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 Chairman of Nomination and Remuneration Advisory Committee. Attendance at the Nomination and Remuneration Advisory Committee meetings in the fiscal year ended March 31, 2023: 9 (attendance rate: 100.0%) |
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| ONITSUKA Hiromi | Attendance at the Board of Directors' meetings in the fiscal year ended March 31, 2023: 15 (attendance rate: 100%) 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 member of Nomination and Remuneration Advisory Committee. Attendance at the Nomination and Remuneration Advisory Committee meetings in the fiscal year ended March 31, 2023: 9 (attendance rate: 100.0%) |
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| External Audit & Supervisory Board Member | SAITO Katsumi | Attendance at the Board of Directors' meetings in the fiscal year ended March 31, 2023: 15 (attendance rate: 100%) Attendance at the Audit & Supervisory Board meetings in the fiscal year ended March 31, 2023: 14 (attendance rate: 100%) Mr. SAITO 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 and interpersonal relationships from his experience in business units and corporate management units at a listed company and knowledge in overall corporate management and governance from his experience as a director of a listed company in the audit activities of the Group. |
| KURIHARA Katsumi | Attendance at the Board of Directors' meetings in the fiscal year ended March 31, 2023: 15 (attendance rate: 100%) Attendance at the Audit & Supervisory Board meetings in the fiscal year ended March 31, 2023: 14 (attendance rate: 100%) Mr. KURIHARA 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 and interpersonal relationships from his knowledge of technology and quality cultivated from his experience in business units and development units at a listed company, as well as his knowledge in governance from his experience as a full-time corporate auditor of a listed company in the audit activities of the Group. |
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| FUJIOKA Tetsuya | Attendance at the Board of Directors' meetings in the fiscal year ended March 31, 2023: 15 (attendance rate: 100%) Attendance at the Audit & Supervisory Board meetings in the fiscal year ended March 31, 2023: 14 (attendance rate: 100%) 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, making full use of his extensive experience, knowledge, and expert perspective and interpersonal relationships from his knowledge of accounting and overall corporate management cultivated from his experience in accounting and finance units at a listed company and his experience at overseas corporations, as well as his knowledge in governance from his experience as a full-time corporate auditor of a listed company in the audit activities of the Group. |
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Notes: During the fiscal year ended March 31,2023, there were 15 Board of Directors' meetings, 14 Audit & Supervisory Board meetings, and 9 Nomination and Remuneration Advisory Committee meetings. |
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