Corporate Governance Structure Corporate Governance

The JVCKENWOOD Group believes that one of its most important management issues is to increase the transparency and efficiency of its management decision-making process and improve corporate value by strengthening corporate governance. To this end, we make it a basic policy to enhance our corporate governance through the establishment of a structure that calls for “the separation of management from the execution of businesses”, “the appointment of External Directors and External Audit & Supervisory Board Members”, and “the improvement of check functions by establishing an Internal Audit Division”, thereby strengthening the Company’s internal control system on a Group-wide basis.

Corporate Governance Structure (as of June 22, 2018)

Corporate organizations

1. Matters concerning the Board of Directors

JVCKENWOOD regards the Board of Directors as its fundamental and strategic decision-making body, as well as the supervisory body for business execution. The Board of Directors shall have a regular meeting once a month and an extraordinary meeting as necessary to discuss and resolve basic policies and important matters relating to management, as well as supervise and monitor the status of business execution. The term of office of Directors is one year to ensure the clarification of their responsibilities and swift management decision making. The Board of Directors shall also actively appoint External Directors to promote highly transparent decision making and take the initiative in corporate reform and governance.

JVCKENWOOD established the Nomination and Remuneration Advisory Committee, for which all of its External Directors serve as committee members, in December 2015, with the aim of strengthening the independence and objectivity of the functions of the Board of Directors. Since its establishment, the Nomination and Remuneration Advisory Committee has made proposals to the Board of Directors regarding candidate representatives for JVCKENWOOD, and reviewed the appropriateness of director candidates and directors’ compensation plans proposed by the representatives and others, and reported its opinions. The Board of Directors has determined director candidates and directors’ compensation, taking into consideration the opinions stated by the Nomination and Remuneration Advisory Committee. As of June 22, 2018, Mr. Junichi Hikita, who serves as external director, chairs the Nomination and Remuneration Advisory Committee, and Mr. Yasuyuki Abe and Mr. Shinjiro Iwata, who are external directors, serve as committee members.

Since June 2016, JVCKENWOOD has appointed an External Director independent from and neutral to the management of the Company as the Chairman of the Board of Directors. As of June 22, 2018, Mr. Yasuyuki Abe, who serves as External Director, chairs the Board of Directors.

2. Matters concerning Directors

The Articles of Incorporation stipulate that the number of Directors shall be nine or less, and nine directors were elected at the 10th Ordinary General Meeting of Shareholders held on June 22, 2018.
JVCKENWOOD works to ensure the effectiveness of the supervisory function of management based on experience, achievements, professional expertise, insights, and other attributes, as well as independence which avoids conflicts of interest with general shareholders. To this end, it elects candidates for the position of External Director by confirming their business backgrounds and ensuring that they are not major shareholders of the Company or have never been engaged in the execution of business at the Company’s main business partners (whose transactions with the Company exceed 1% of the Company’s consolidated net sales). On June 22, 2018, the Company appointed Mr. Yasuyuki Abe, Mr. Junichi Hikita, and Mr. Shinjiro Iwata as External Directors.

3. Matters concerning Executive Officer System

JVCKENWOOD has introduced an Executive Officer System, differentiating its business execution function to clarify management responsibility and business execution responsibility. Since June 22, 2018, nine Directors (including three External Directors) and 14 Executive Officers (six serving concurrently as Directors) have been performing their duties.
The Board of Directors, which leads the Company’s initiatives in corporate reform and governance, is chaired by an External Director to strengthen governance, holds active discussions between External Directors as independent directors and Directors concurrently serving as Executive Officers to make decisions, and entrusts the business execution to Executive Officers. In addition, the Chairman (and Representative Director of the Board) and the President (and Representative Director of the Board) respectively serve as Chief Executive Officer (CEO) and Chief Operating Officer (COO), responsible for both management oversight and business execution. In accordance with decisions made at meetings of the Board of Directors, the CEO, serving as the Chairman, leads the Board of Executive Officers meetings, and Executive Officers take responsibility for the execution of business.

The Company has established the position of Chief Operating Officers (COO) who assume responsibility for the overall business operation of the designated region in the Americas, EMEA (Europe, Middle East and Africa), APAC (Asia Pacific), and China, as well as the position of Executive Officers in charge of the Automotive Sector, Public Service Sector and Media Service Sector. Furthermore, we established the positions of Chief Strategy Officer (CSO), Chief Administration Officer (CAO), Chief Financial Officer (CFO), and Chief Technology Officer (CTO) for officers who oversee corporate divisions, and appointed Executive Officers to those positions. In this way, we have shifted to a new execution system under which the appointed Executive Officers support the CEO and the COO, towards the achievement of our Vision 2020, the Mid- to Long- Term Management Plan.

4. Matters concerning Audit & Supervisory Board

JVCKENWOOD has adopted an Audit & Supervisory Board framework as its organizational structure. Audit & Supervisory Board Members are responsible for corporate audit functions and their duties include attending Board of Directors’ meetings and other important meetings, as well as holding Audit & Supervisory Board meetings, auditing the execution of Directors’ duties, the business execution of the entire Group, and corporate accounting.

5. Matters concerning Audit & Supervisory Board members

Since June 23, 2017, four Audit & Supervisory Board Members (including two External Audit & Supervisory Board Members) have performed their roles and responsibilities.

The Company works to ensure the effectiveness of the supervisory function of management based on experience, achievements, professional expertise, insights, and other attributes, as well as independence, which avoids conflicts of interest with general shareholders. To this end, it elects candidates for the position of External Audit & Supervisory Board Member by confirming their business backgrounds and ensuring that they are not major shareholders of the Company or have never been engaged in the execution of business at the Company’s main business partners (whose transactions with the Company exceed 1% of the Company’s consolidated net sales) with the approval of the Audit & Supervisory Board. On June 24, 2016, the Company appointed Mr. Shojiro Asai and Mr. Nagaaki Ohyama as External Audit & Supervisory Board Members.

To prepare for the possibility that the number of Audit & Supervisory Board Members falls below the statutory minimum number, pursuant to Paragraph 3, Article 329 of the Companies Act, the Company has appointed one substitute Audit & Supervisory Board Member.

*The above 1. - 5. are excerpted from Securities Report for the 10th Term (April 1, 2017 - March 31, 2018) (Japanese)

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