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 June 21, 2024)


Corporate Organizations



Skill Matrix

The Company formulated a medium-term management plan, VISION 2025, in April 2023. 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 reasons and standards for skills are as shown below.

Skills Reason for selection as a skill Standard for skill
Corporate management Selected as a skill in order to adapt to the changing environment and to sustainably increase corporate value. To hold experience in the execution of business as CEO, etc., at a business company, or to hold knowledge in corporate management based on experience in the execution of business, such as in the position of officer in charge of the Corporate Planning Department.
Finance and accounting Selected as a skill in order to maximize corporate value while balancing with improved capital efficiency and growth investments, and in addition, to improve shareholder return. To hold experience in the execution of business as in the position of officer in charge of the Finance and Accounting Department, or to hold knowledge in finance and accounting based on experience at financial institutions and accountancy firms, etc.
ICT/DX Selected as a skill in order to strengthen the management foundation and to review our business portfolio in response to changes in the external environment. To hold knowledge based on experience in ICT- or DX-related businesses or to strengthen the management foundation.
Manufacturing and technology, R&D Selected as a skill for sustainable manufacturing and the creation of new value. To hold knowledge based on experience in the execution of business, such as in the position of officer in charge of the Manufacturing, Technology, or Research and Development Department.
Overseas business
International business
Selected as a skill for profitable growth and the solving of global social issues. To hold knowledge based on experience in the execution of business, such as in the position of officer in charge of overseas business or international business at an incorporated company.

* The above 1 to 5 and Skill Matrix are excerpted from Securities Report for the 16th Fiscal Year Ended March 2024 (April 1, 2023 - March 31, 2024). (Japanese)

Meeting Held in FY 2023

*Title as of March 31, 2024


Board of Directors meetings

Attendance

External Director of the Board IWATA Shinjiro (Chairman) 14 times (100%)

Representative Director of the Board

EGUCHI Shoichiro

14 times (100%)

Representative Director of the Board

NOMURA Masao

14 times (100%)

Representative Director of the Board

MIYAMOTO Masatoshi

14 times (100%)

Director of the Board SUZUKI Akira 13 times (92.9%)
Director of the Board KURIHARA Naokazu 14 times (100%)

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

13 times (92.9%)

External Director of the Board

HIRAKO Yuji

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 14 times (100%)

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

14 times (100%)

Nomination and Remuneration Advisory Committee meetings

Attendance

External Director of the Board HAMASAKI Yuji (Committee chairman) 14 times (100%)

External Director of the Board

IWATA Shinjiro

14 times (100%)

External Director of the Board

ONITSUKA Hiromi

13 times (92.9%)

External Director of the Board

HIRAKO Yuji

11 times(91.7%)*1

Representative Director of the Board

EGUCHI Shoichiro

12 times (100%)*2

Board of Executive Officers meetings

17 time/year

  • *1 Attendance rates are calculated based on 11 Board of Directors meetings, and 12 Nomination and Remuneration Advisory Committee meetings held after his assumption of office.
  • *2 Attendance rates are calculated excluding 2 times where deliberations regarding his own nomination and remuneration were held by External Directors only from the perspective of conflicts of interest.