The JVCKENWOOD Group regards increasing the transparency and efficiency of decision-making in management by strengthening corporate governance and aiming to improve corporate value as one of the most important management issues. The JVCKENWOOD Corporate Governance Policy is basic policy on corporate governance touching upon the each of the principles of the Corporate Governance Code, and it serves as guidelines for implementing a sound and robust governance system throughout the Group.

The JVCKENWOOD Group is undertaking company-wide efforts to bolster corporate governance and continually generate profit in order to meet the expectations of our stakeholders and to achieve our Corporate Philosophy of “Creating excitement and peace of mind for the people of the world.”

In promoting our initiatives, we set the following KPI (Key Performance Indicators) and manage their progress.

Compliance

The Company has established the Regulations for Timely Disclosure, which are established internally.

The Information Disclosure Committee examines the content and means of information disclosure on matters decided or identified within the Company, and it provides accurate information to stakeholders in a timely manner.

The Company holds constructive dialogue with shareholders with the aim of achieving sustainable growth and enhancing corporate value over the medium to long term. Through such dialogue, the Company shall clearly convey its management policy to shareholders and endeavor to gain their understanding, providing the Company’s management and the Board of Directors with feedback concerning the opinions and concerns of the shareholders obtained through dialogue, in the Company’s efforts to enhance corporate value.

1. The Chairman of the General Meeting of Shareholders shall serve as a supervisor who watches over the Company’s overall efforts to achieve constructive dialogue with shareholders, with the Director in charge also sharing the responsibility
2. The Shareholder Relations (SR) Department shall serve as the secretariat for holding dialogues between the Company and its shareholders. The SR Department shall exchange information regularly with the supervisor, Directors, the Finance & Accounting Division, and other related parties, who are engaged in constructive dialogues with shareholders. The SR Department shall also exchange opinions regarding disclosure and the explanation of financial results and other matters, based on expertise in their respective fields, and work in cooperation to assist in the dialogue between the Company and its shareholders
3. The Company shall endeavor to obtain the shareholders’ understanding of management strategy and the business environment through financial results briefings, the disclosure of information on the Company’s website, and other means.
4. Feedback concerning the dialogue between the Company and its shareholders shall be provided to the Board of Directors in a timely and appropriate manner, and actively utilized in the Company’s medium- and long-term business development, and other matters.
5. The Company shall be well aware of the handling of insider information when holding dialogues with its shareholders, and shall conduct proper management and other treatment of insider information in accordance with the “Regulations for Timely Disclosure,” “Administrative Regulations for Insider Information,” and “Confidential Information Management Rules,” prescribed separately.

Status of dialogue between management and shareholders in FY2023

1.  In the course of its business, the Company may hold shares in other companies whose business it expects to maintain and further expand. Such shareholdings include shares of companies held based on capital and business alliances concluded with the aim of achieving growth and developing the Company’s businesses, and shares held for the purpose of maintaining and strengthening business relationships. In the meantime, the Company shall verify the need for the Company to hold shares held based on past results every year by comprehensively examining the benefits, risks, capital costs and other factors associated with holding for each individual share and dispose of shares that the Company no longer needs to hold as much.
2. Purchase and disposal of shareholdings will be carried out based on a resolution of the Board of Directors or the Board of Executive Officers upon establishing criteria based on importance by the Board of Directors.
3. With respect to the exercise of voting rights concerning the shareholdings, the Company shall comprehensively determine, after reviewing proposals at the General Meeting of Shareholders, whether the contents of the proposals can enhance the corporate value of the companies in which the Company holds shares. The Company shall also assess such proposals in terms of their conformity with the reason for holding the shareholdings, and their impact on the Company. In addition, the Company shall confirm the companies whose shares it holds with regard to the intent of the proposals, whenever necessary. [Principle 1-4 Information to Be Disclosed]
4. If any corporation or other entity which holds shares in the Company through strategic shareholding (a shareholder of strategic shareholdings) indicates its intention to sell or otherwise dispose of the shares it holds, the Company shall not present any condition that would be disadvantageous to the shareholder of strategic shareholdings, such as reducing transactions due to said sale, and deal with it, respecting the intention of the shareholder of strategic shareholdings to the maximum extent possible, while fully understanding the intention of the Corporate Governance Code and the intention of the shareholder of strategic shareholdings.
5. Even in the case of entering into transactions with shareholders of strategic shareholdings, the Company shall do so after receiving a number of views and supervision from managers, etc. of other departments, in respect of individual transactions, in decision-making processes of the Board of Directors, etc. and also verifying the economic rationality in order to prevent any unreasonable transaction from occurring that will harm the interests of corporations or entities and common interests of shareholders due to a shareholding relationship.

If a share acquisition by a specific individual or group may risk damaging the corporate value or the common interests of shareholders, the Company considers it necessary to take appropriate measures to ensure the corporate value and the common interests of shareholders to the extent that can be tolerated by laws and regulations and the Articles of Incorporation. The Company also acknowledges the importance of ensuring the corporate value and the common interests of shareholders, and is carefully continuing reviews on the matter, but at this point no concrete defense measures have been implemented.

Corporate Governance Structure

External Officers (Criteria for Independence and Activities)

Evaluation on Effectiveness of the Board of Directors

Corporate Officer Remuneration