1. Reasons for adopting an executive officer system in the form of a company with Board of Company Auditors as a corporate governance system

JVCKENWOOD believes that the most effective way to embody its corporate governance principles of separating management from execution, appointing external directors and auditors, and strengthening checking functions by establishing an internal audit department is to introduce an executive officer system along with an audit and supervisory board. The aim is to establish a mechanism that facilitates collaboration among internal departments. Therefore, we have established the following management structure.

2. Matters concerning the Board of Directors

The Company shall regard the Board of Directors as the 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.

Ten Directors — Mr. HAMASAKI Yuji (Chairman of the Board and External Director), Mr. EGUCHI Shoichiro (Representative Director of the Board), Mr. NOMURA Masao (Representative Director of the Board), Mr. MIYAMOTO Masatoshi (Representative Director of the Board), Mr. SUZUKI Akira, Mr. HAYASHI Kazuyoshi, Mr. SONODA Yoshio, Ms. ONITSUKA Hiromi (External Director), Mr. HIRAKO Yuji (External Director) and Mr. HIRANO Satoshi (External Director) — were elected at the 16th Ordinary General Meeting of Shareholders held on June 21, 2024.

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, and established a place for active exchange of opinions and discussions at meetings of the Board of Directors. As of June 21, 2024, Mr. HAMASAKI Yuji, who serves as External Director, chairs the Board of Directors. The Chairman of the Board determines agendas for a meeting of the Board of Directors in consultation with the Chief Executive Officer (CEO) and Executive Officer in charge of Administrative Division, etc. prior to deliberations of the Board of Directors. In addition, the Chief Executive Officer (CEO) is responsible for convening meetings of the Board of Directors and preparing minutes of meetings of the Board of Directors, etc. as the Representative Director of the Board.

3. Matters concerning the Audit & Supervisory Board

The Company adopts a company with an Audit & Supervisory Board framework, and the Audit & Supervisory Board consists of four Audit & Supervisory Board Members, including three External Audit & Supervisory Board Members who are independent officers. Audit & Supervisory Board Members are responsible for the corporate audit function 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. The Audit & Supervisory Board holds meetings once a month, and extra meetings as needed.

Mr. FUJIOKA Tetsuya (External Audit & Supervisory Board Member) was elected at the 13th Ordinary General Meeting of Shareholders held on June 25, 2021, and three Audit & Supervisory Board Members — Mr. KURIHARA Naokazu (Audit & Supervisory Board Member), Mr. EBINUMA Ryuichi (External Audit & Supervisory Board Member) and Ms. KOBASHIKAWA Yasuko (External Audit & Supervisory Board Member) — were elected at the 16th Ordinary General Meeting of Shareholders held on June 21, 2024.

4. Matters concerning the Nomination and Remuneration Advisory Committee

The Company 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.

In addition, in April 2019, the Company added the Chief Executive Officer (CEO) to committee members of the Nomination and Remuneration Advisory Committee in order for External Directors who serve as committee members to share accurate internal information in a timely manner and to improve the effectiveness of the Nomination and Remuneration Advisory Committee. The procedures for deliberating a proposal and making determination regarding candidate representatives for the Company by the Nomination and Remuneration Advisory Committee are performed by all the committee members who serve as External Directors except for the committee member who is the CEO.

As of June 21, 2024, Mr. HAMASAKI Yuji, Ms. ONITSUKA Hiromi, Mr. HIRAKO Yuji and HIRANO Satoshi who serve as External Directors, and Mr. EGUCHI Shoichiro, who serves as CEO, serve as committee members, and Ms. ONITSUKA Hiromi chairs the Nomination and Remuneration Advisory Committee by resolution of the Nomination and Remuneration Advisory Committee as of the same date.

5. Matters concerning Executive Officer System

The Company has introduced an Executive Officer System under which the management supervisory function is separated from the business execution function to clarify management responsibility and business execution responsibility since its establishment in October 2008.

The Board of Directors, in order to lead the Company’s initiatives in corporate reform and governance, is chaired by an External Director, holds discussions between External Directors as independent directors and Directors concurrently serving as Executive Officers to make highly transparent decisions, and entrusts the business execution to Executive Officers. In accordance with decisions made at meetings of the Board of Directors, the Chief Executive Officer (CEO), serving as the Chairman, takes the lead in the Executive Officers Committee’s meetings.

Each of the Executive Officers is in charge of the Mobility & Telematics Services Sector (M&T Sector), Safety & Security Sector (S&S Sector), or Entertainment Solutions Sector (ES Sector) as well as the division managers of each division. In addition, the Executive Officers are responsible for all operations in the Americas, EMEA (Europe, Middle East, and Africa) and APAC (Asia Pacific) as well as the General Representative for all operations in China, thereby clarifying their responsibilities in both the business and the region.
Furthermore, we introduced an execution system under which each Executive Officer is appointed to the positions of CFO (Chief Financial Officer) , CTO (Chief Technology Officer) , CISO（Chief Information Security Officer）or is in charge of each corporate division to support the CEO, and performs their duties.