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 May 1, 2015) of the Tokyo Stock Exchange, Inc.

The status of a person(s) who is reported to the 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 any of the following (a) to (c);
  (a) A person or a corporation referred to in Sub-item a. or b.; 
  (b) 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
  (c) 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; 
  (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
External Director ABE Yasuyuki

Attendance at the Board of Directors’ meetings in the current fiscal year: 14 (attendance rate: 100%)

Mr. Abe provides advice and propositions to secure the legitimacy and appropriateness of the decisions of the Board of Directors in a timely manner from the position of an objective third party not involved in the business execution of the Group, as well as proper advice based on his plentiful experience and knowledge in the electronics, machinery and information industry fields abroad as a manager. He also served as a member of Nomination and Remuneration Advisory Committee.

Attendance at the Nomination and Remuneration Advisory Committee meetings in the current fiscal year: 20 (attendance rate: 100%)

IWATA Shinjiro

Attendance at the Board of Directors’ meetings in the current fiscal year: 14 (attendance rate: 100%)

Mr. Iwata provides advice and propositions to secure the legitimacy and appropriateness of the decisions of the Board of Directors in a timely manner from the position of an objective third party not involved in the business execution of the Group, as well as proper advice based on his plentiful experience and knowledge in the information communication and automotive-related fields as an engineer and manager. He also served as a Chairman of Nomination and Remuneration Advisory Committee.

Attendance at the Nomination and Remuneration Advisory Committee meetings in the current fiscal year: 20 (attendance rate: 100%)

HAMASAKI Yuji

Attendance at the Board of Directors’ meetings in the current fiscal year: 10 (attendance rate: 90.9%)

Mr. Hamasaki provides advice and propositions to secure the legitimacy and appropriateness of the decisions of the Board of Directors in a timely manner from the position of an objective third party not involved in the business execution of the Group, as well as proper advice based on his plentiful experience and knowledge in the information communication and automotive-related fields as an engineer and manager. He also served as a member of Nomination and Remuneration Advisory Committee.

Attendance at the Nomination and Remuneration Advisory Committee meetings in the current fiscal year: 16 (attendance rate: 94.1%)

*Attendance between June 2019, when he took office as a Director and a member of Nomination and Remuneration Advisory Committee, and March 2020

External Audit & Supervisory Board Member ASAI Shojiro

Attendance at the Board of Directors’ meetings in the current fiscal year: 14 (attendance rate: 100%)

Attendance at the Audit & Supervisory Board meetings in the current fiscal year: 15 (attendance rate: 100%)

Mr. Asai provides necessary comments regarding issues such as the agenda and discussions of the Board of Directors and Audit & Supervisory Board in a timely manner, based on his extensive experience and knowledge as an engineer and manager and bolstering audit based on his professional views, from the position of an objective third party not involved in the business execution of the Group.

OHYAMA Nagaaki

Attendance at the Board of Directors’ meetings in the current fiscal year: 14 (attendance rate: 100%)

Attendance at the Audit & Supervisory Board meetings in the current fiscal year: 15 (attendance rate: 100%)

Mr. Ohyama provides necessary comments regarding issues such as the agenda and discussions of the Board of Directors and Audit & Supervisory Board in a timely manner, based on his extensive experience and knowledge as an academic and bolstering audit based on his professional views, from the position of an objective third party not involved in the business execution of the Group.

Note: During the current fiscal year, there were 14 Board of Directors’ meetings, 15 Audit & Supervisory Board meetings, and 20 Nomination and Remuneration Advisory Committee meetings