Corporate Governance Structure

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.


[JVCKENWOOD Group Corporate Governance System]

Corporate Governance Structure (as of April 1, 2022)


Corporate Organizations



Skill Matrix

The Company formulated a medium-term management plan, VISION 2023, in May 2021. The following is a summary of the areas of expertise and skills expected of the management team in order to solve the management issues faced by the Company and achieve medium to long-term improvements in corporate value, as well as to ensure diversity and balance on the Board of Directors.

* The above 1 to 5 and Skill Matrix are excerpted from Securities Report for the 14th Fiscal Year Ended March 2022 (April 1, 2021 - March 31, 2022). (Japanese)

Meeting Held in FY 2021

*Title as of March 31, 2022


Board of Directors meetings

Attendance

External Director of the Board IWATA Shinjiro 13 times (93%)

President and Chief Executive Officer (CEO)

EGUCHI Shoichiro

14 times (100%)

Director of the Board

MIYAMOTO Masatoshi

14 times (100%)

Director of the Board

NOMURA Masao

14 times (100%)

Director of the Board SUZUKI Akira 14 times (100%)
Director of the Board KURIHARA Naokazu 11 times (100%) *1

Director of the Board

SONODA Yoshio

14 times (100%)

External Director of the Board

HAMASAKI Yuji

14 times (100%)

External Director of the Board

ONITSUKA Hiromi

11 times (100%) *1

Fulltime Audit & Supervisory Board Member

IMAI Masaki

14 times (100%)

External Audit & Supervisory Board Member

SAITO Katsumi

14 times (100%)

External Audit & Supervisory Board Member

KURIHARA Katsumi

14 times (100%)

External Audit & Supervisory Board Member FUJIOKA Tetsuya 11 times (100%) *2

Audit & Supervisory Board Meetings

Attendance

Fulltime Audit & Supervisory Board Member

IMAI Masaki

14 times (100%)

External Audit & Supervisory Board Member

SAITO Katsumi

14 times (100%)

External Audit & Supervisory Board Member

KURIHARA Katsumi

14 times (100%)

External Audit & Supervisory Board Member FUJIOKA Tetsuya

11 times (100%)*2

Nomination and Remuneration Advisory Committee meetings

Attendance

External Director of the Board HAMASAKI Yuji (Committee chairman) 16 times (100%)

External Director of the Board

IWATA Shinjiro

15 times (94%)

External Director of the Board

ONITSUKA Hiromi

12 times (100%)*1

President and Chief Executive Officer (CEO)

EGUCHI Shoichiro

15 times (100%)*3

Board of Executive Officers meetings

14 time/year

*1 Attendance at Board and Committee meetings since appointed (June 2021 to March 2022)
*2 Attendance at Audit & Supervisory Board meetings since appointed (June 2021 to March 2022)
*3 Excluding one meeting deliberated by outside directors alone