Proposals and Business Report, etc. of the 104th Annual Shareholders' Meeting
Bridgestone Corporation
Note:
This English translation of the Proposals and Business Report, etc. is for convenience only. If there are any differences between this translation and the Japanese original, the Japanese original supersedes this translation.
I N D E X | ||
Reference To Exercise Of Voting Rights (Proposals And Reference Information) | .....2 | |
Proposal 1 Appropriation of Surplus | 2 | |
Proposal 2 | Election of Twelve (12) Members of the Board | 3 |
Proposal 3 | Appointment of the Independent Auditor | 15 |
Business Report | 16 | |
Consolidated Financial Statements | 43 | |
Non-Consolidated Financial Statements | 48 | |
Audit Report | 51 |
To shareholders who have requested the delivery of materials in paper format
The following matters that are not stated in this document are posted on the Company's website in accordance with the relevant provisions of the laws and regulations and the Company's Articles of Incorporation, and are therefore not included in the materials in paper format delivered to shareholders who have requested it.
- "Primary Businesses," "Major Business Locations," "Employees," "Shares of Bridgestone Corporation," "Stock Acquisition Rights of Bridgestone Corporation," "Matters Related to the Outside Directors," "Matters Related to the Independent Auditors" and "Systems to Ensure the Propriety of Business Operations ('Internal Control Systems')" in the Business Report
-
"Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the
Consolidated Financial Statements - "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
Accordingly, matters that are stated in this document constitute only a part of the scope of audit performed by the Audit Committee and the Independent Auditors in the preparation of audit reports.
1
Reference to Exercise of Voting Rights
Proposals and Reference Information
Proposal 1 Appropriation of Surplus
The Company proposes to appropriate surplus by disbursing the year-end dividend for the year according to the schedule shown below in view of the year's closing results, and the interest of promoting corporate strength, future business development and other aspects.
1. Matters related to year-end dividends
- Disbursement of dividends to shareholders and total amount thereof
It is proposed that a total amount of 61,591,723,470 yen (ninety (90) yen per share) be disbursed.
Accordingly, the fiscal year's total dividend, including the interim dividend, would be one hundred and seventy- five (175) yen per share.
(2) Effective date of the disbursement of dividends from surplus
It is proposed to set the effective date for the disbursement of dividends to be March 29, 2023.
[Reference] Dividends
Dividend per share | |||||
1st quarter end | 2nd quarter end | 3rd quarter end | Year-end | Total | |
Yen | Yen | Yen | Yen | Yen | |
Fiscal 2021 | ― | 85.00 | ― | 85.00 | 170.00 |
Fiscal 2022 | ― | 85.00 | ― | 90.00 | 175.00 |
Fiscal 2023 | ― | 100.00 | ― | 100.00 | 200.00 |
(Projection) | |||||
Cautionary notes concerning dividend projections
As projection on dividends contain unpredictable elements that may cause fluctuations, they do not constitute guarantees by the Company of their achievement.
2
Proposal 2 Election of Twelve (12) Members of the Board
The term of office of all the twelve (12) current Members of the Board expires at the close of this Shareholders' Meeting. Accordingly, it is proposed that twelve (12) nominees be appointed as Members of the Board.
These nominees for Members of the Board have been determined through strict selection procedures at the Nominating Committee of the Company.
Each nominee has been confirmed to meet the requirements of the "Nominating Policy for Appointment to the Board" (as described on page 13) in the selection process.
Furthermore, the Nominating Committee made its decisions after exhaustive deliberations with the aim of creating an overall-balanced Board of Directors whose human resource portfolio meets the needs of the Board to supervise the appropriate execution of the Company's Mid-Long Term Business Strategy as it seeks to become a sustainable solutions company. The independence of Outside Directors was considered as a matter of course in discussions, and due consideration was also given to ensuring the diversity of the Board, including not only the expertise of Board members but also their work histories and their period of service within the Company, while also paying heed to the importance of planned succession.
The reasons for selecting the nominees for Members of the Board are indicated below.
Attendance at | ||||||
No. | Name | Current position and assignment | the Board of | Attendance at statutory | ||
in the Company | Directors for | meetings for the year | ||||
the year | ||||||
Member of the Board, | 93% | |||||
1 | Shuichi Ishibashi | Renomination | Global CEO and Representative | |||
(13 of 14) | ||||||
Executive Officer | ||||||
Member of the Board, | 100% | |||||
2 | Masahiro Higashi | Renomination | Joint Global COO and | |||
(14 of 14) | ||||||
Representative Executive Officer | ||||||
Member of the Board, | Nominating Committee: | |||||
Chairperson of the Board of | ||||||
Outside Director, | 100% | 100% (21 of 21) | ||||
3 | Scott Trevor Davis | Renomination | Directors, Member of the | |||
Independent Director | (14 of 14) | Compensation Committee: | ||||
Nominating Committee, Member | ||||||
of the Compensation Committee | 100% (13 of 13) | |||||
Member of the Board, | Nominating Committee: | |||||
4 | Yuri Okina | Renomination | Outside Director, | Chairperson of the Compensation | 100% | 100% (21 of 21) |
Independent Director | Committee, Member of the | (14 of 14) | Compensation Committee: | |||
Nominating Committee | 100% (13 of 13) | |||||
Member of the Board, | Nominating Committee: | |||||
5 | Kenichi Masuda | Renomination | Outside Director, | Chairperson of the Nominating | 100% | 100% (21 of 21) |
Independent Director | Committee, Member of the | (14 of 14) | Compensation Committee: | |||
Compensation Committee | 100% (13 of 13) | |||||
Outside Director, | Member of the Board, | 100% | Audit Committee: 100% | |||
6 | Kenzo Yamamoto | Renomination | Chairperson of the Audit | |||
Independent Director | (14 of 14) | (21 of 21) | ||||
Committee | ||||||
7 | Yojiro Shiba | Renomination | Outside Director, | Member of the Board, Member of | 100% | Audit Committee: 100% |
Independent Director | the Audit Committee | (14 of 14) | (21 of 21) | |||
8 | Yoko Suzuki | Renomination | Outside Director, | Member of the Board, Member of | 100% | Audit Committee: 100% |
Independent Director | the Audit Committee | (14 of 14) | (21 of 21) | |||
9 | Yukari Kobayashi | New | Outside Director, | - | - | - |
Nomination | Independent Director | |||||
10 | Yasuhiro Nakajima | New | Outside Director, | - | - | - |
Nomination | Independent Director | |||||
Lead Expert | ||||||
New | (Chief Quality Management | |||||
11 | Akira Matsuda | Officer; Assistant to Executive | - | - | ||
Nomination | ||||||
Vice President, Responsible for | ||||||
Quality Management) | ||||||
12 | Tsuyoshi Yoshimi | Renomination | Member of the Board, Member of | 100% | Audit Committee: 100% | |
the Audit Committee (full-time) | (14 of 14) | (21 of 21) | ||||
3
Nominees for Members of the Board
No. | Name | Brief personal history, position, assignment and important concurrent positions | ||||
(Date of birth) | ||||||
1 | ||||||
April 1977 | Joined Bridgestone Tire Co., Ltd. (currently Bridgestone | |||||
Corporation) | ||||||
June 2003 | Director, Consumer Tires Business | |||||
January 2005 | Vice President and Officer | |||||
July 2012 | Vice President and Senior Officer | |||||
Shuichi Ishibashi | January 2014 | Senior Vice President | ||||
(January 19, 1954) | January 2016 | Executive Vice President | ||||
March 2016 | Executive Vice President and Executive Officer | |||||
January 2019 | Vice Chair and Representative Executive Officer | |||||
Renomination | ||||||
・The term of office as Member of | March 2020 | Member of the Board, Global CEO and Representative Executive | ||||
to Present | Officer | |||||
the Board: 3 years | ||||||
・Attendance at the Board of | ||||||
Directors for the year: | ||||||
93% | 13 of 14 | |||||
・Number of shares owned: 19,000 | ||||||
(Reason for nomination as Member of the Board and overview of expected roles) | ||||||
Since Mr. Shuichi Ishibashi joined the Company, he has been engaged in such fields as the tire business in the Americas and | ||||||
Japan, chemical and industrial products and diversified products business, global marketing strategy, solutions business, and | ||||||
technology and quality management. Since his appointment as Global CEO and Representative Executive Officer in 2020, | ||||||
he has formulated the Mid-Long Term Business Strategy, which was approved by the Board of Directors, and has | ||||||
formulated the Mid Term Business Plan and powerfully promoted the implementation of these strategies as the chief | ||||||
executive officer of the Company. The Company has determined that Mr. Shuichi Ishibashi continuously qualifies for | ||||||
Member of the Board as he is expected to contribute to the enhancement of corporate value by utilizing his global business | ||||||
experience and insight for corporate management. | ||||||
2 | ||||||
April 1985 | Joined Bridgestone Corporation | |||||
January 2013 | Director, Global Customer and Market Research Division and | |||||
Director, Advanced Business Planning Division | ||||||
October 2013 | Vice President and Officer | |||||
March 2017 | Vice President and Senior Officer | |||||
Masahiro Higashi | January 2019 | Senior Vice President and Executive Officer | ||||
(February 11, 1961) | January 2020 | Vice Chair and Representative Executive Officer | ||||
July 2020 | Global COO and Representative Executive Officer, Global CAO | |||||
Renomination | March 2021 | Member of the Board, Global COO and Representative Executive | ||||
・The term of office as Member of | Officer, Global CAO | |||||
September | Member of the Board, Global COO and Representative Executive | |||||
the Board: 2 years | 2021 | Officer | ||||
・Attendance at the Board of | May 2022 | Member of the Board, Joint Global COO and Representative | ||||
Directors for the year: | to Present | Executive Officer | ||||
100% | 14 of 14 | (Important concurrent positions) | ||||
・Number of shares owned: 15,100 | Chairman of the Board, Bridgestone Asia Pacific Pte. Ltd. | |||||
Chairman and Representative Board Member, Bridgestone Tire Solution Japan Co., | ||||||
Ltd. | ||||||
Chairman and Representative Board Member, Bridgestone Cycle Co., Ltd. | ||||||
(Reason for nomination as Member of the Board and overview of expected roles) | ||||||
Since Mr. Masahiro Higashi joined the Company, he has been engaged in such fields as the tire business in the Americas | ||||||
and Thailand, chemical and industrial products and diversified products business, advanced business planning, and solutions | ||||||
business. Since his appointment as Global COO and Representative Executive Officer in 2020, he has promoted the | ||||||
management of BSJP and the implementation of financial, human resource, and sustainability strategies. From 2022, as | ||||||
Joint Global COO, who is responsible for overall BSJP and BSCAP, he has steadily promoted execution of business affairs | ||||||
based on the Mid-Long Term Business Strategy and Mid Term Business Plan. The Company has determined that Mr. | ||||||
Masahiro Higashi continuously qualifies for Member of the Board as he is expected to contribute to the enhancement of | ||||||
corporate value by utilizing his global business experience and insight for corporate management. |
4
No. | Name | Brief personal history, position, assignment and important concurrent positions | ||||
(Date of birth) | ||||||
3 | ||||||
April 1990 | Researcher, The Japan Institute of Labour (currently The Japan | |||||
Institute for Labour Policy and Training) | ||||||
April 2001 | Professor, Department of International Economics, Reitaku | |||||
University | ||||||
April 2006 | Professor, Department of Global Business, College of Business, | |||||
Scott Trevor Davis | to Present | Rikkyo University | ||||
(December 26, 1960) | March 2011 | Member of the Board as Outside Director, Bridgestone | ||||
to Present | Corporation | |||||
July 2020 | Director, Board of Directors, Fujitsu-JAIMS Foundation | |||||
Renomination | ||||||
to Present | ||||||
Outside Director | (Important concurrent positions) | |||||
Professor, Department of Global Business, College of Business, Rikkyo University | ||||||
Independent Director | Outside Director, Sompo Holdings, Inc. | |||||
・The term of office as Member of | ||||||
the Board: 12 years | ||||||
・Attendance at the Board of | ||||||
Directors for the year: | ||||||
100% | 14 of 14 | |||||
・Number of shares owned: 1,000 | ||||||
(Reason for nomination as Outside Director and overview of expected roles) | ||||||
Mr. Scott Trevor Davis has excellent academic knowledge in the field of sociology and international business | ||||||
administration, as well as abundant wisdom regarding CSR and sustainability in Japan and overseas. Since his appointment | ||||||
as Outside Director of the Company, he has been contributing to appropriate decision making of the Board of Directors. | ||||||
Since 2021, he has been playing a leading and substantial role as Chairperson of the Board of Directors in further enhancing | ||||||
deliberations, etc. In addition to participating in active deliberations as a member of the Nominating Committee and a | ||||||
member of the Compensation Committee, he has also been playing a leading role as Chairperson of the Governance | ||||||
Committee in the discussion to further enhance the Company's governance framework. In view of these experience, insights | ||||||
and achievements, Mr. Scott Trevor Davis is expected to continue to fulfill these roles, and the Company has determined | ||||||
that he would appropriately execute the duties of an Outside Director. | ||||||
4 | ||||||
April 1984 | Joined Bank of Japan | |||||
April 1992 | Joined The Japan Research Institute, Limited | |||||
May 2003 | Director of Industrial Revitalization Commission, Industrial | |||||
Revitalization Corporation of Japan (part-time position) | ||||||
October 2005 | Council Member, Science Council of Japan | |||||
June 2006 | Research Director, Chief Economist, The Japan Research | |||||
Institute, Limited | ||||||
Yuri Okina | April 2010 | Visiting Professor, Waseda University | ||||
(March 25, 1960) | March 2014 | Member of the Board as Outside Director, Bridgestone | ||||
to Present | Corporation | |||||
June 2014 | Vice Chairman of the Institute, The Japan Research Institute, | |||||
Renomination | ||||||
Limited | ||||||
Outside Director | September | Invited Professor, Keio University | ||||
2014 | ||||||
Independent Director | April 2018 | Chairperson of the Institute, The Japan Research Institute, | ||||
・ The term of office as Member of | to Present | Limited | ||||
(Important concurrent positions) | ||||||
the Board: 9 years | ||||||
Chairperson of the Institute, The Japan Research Institute, Limited | ||||||
・Attendance at the Board of | ||||||
Outside Director, Marubeni Corporation | ||||||
Directors for the year: | ||||||
100% | 14 of 14 | |||||
・Number of shares owned: 0 | ||||||
(Reason for nomination as Outside Director and overview of expected roles) | ||||||
Ms. Yuri Okina has significant research experience regarding financial systems and financial administration, as well as | ||||||
abundant knowledge of economics and financial situations. Since her appointment as Outside Director of the Company, she | ||||||
has been contributing to appropriate decision making of the Board of Directors. Since 2016, she has been playing a leading | ||||||
and substantial role as Chairperson of the Compensation Committee in developing compensation plans that promise a more | ||||||
adequately incentivizing effect, etc., while also participating in active deliberations as a member of the Nominating | ||||||
Committee. In view of these experience, insights and achievements, Ms. Yuri Okina is expected to continue to fulfill these | ||||||
roles, and the Company has determined that she qualifies for Outside Director. |
5
No. | Name | Brief personal history, position, assignment and important concurrent positions | ||||
(Date of birth) | ||||||
5 | ||||||
April 1988 | Lawyer, Admitted in Japan | |||||
to Present | ||||||
September | Lawyer, Admitted in New York | |||||
1993 | ||||||
to Present | ||||||
January 1997 | Partner, Anderson Mori (Japanese law firm: currently Anderson | |||||
Kenichi Masuda | to Present | Mori & Tomotsune) | ||||
(January 11, 1963) | April 2010 | Adjunct Lecturer, Graduate Schools for Law and Politics, The | ||||
University of Tokyo | ||||||
Renomination | March 2011 | Outside Corporate Auditor, Bridgestone Corporation | ||||
March 2016 | Member of the Board as Outside Director, Bridgestone | |||||
Outside Director | to Present | Corporation | ||||
April 2019 | Visiting Professor, Graduate Schools for Law and Politics, The | |||||
Independent Director | ||||||
to Present | University of Tokyo | |||||
・ The term of office as Member of | (Important concurrent positions) | |||||
Partner, Anderson Mori & Tomotsune | ||||||
the Board: 7 years | ||||||
Outside Audit & Supervisory Board Member, Mercuria Holdings Co., Ltd. | ||||||
・Attendance at the Board of | ||||||
Outside Audit & Supervisory Board Member, Chugai Pharmaceutical Co., Ltd. | ||||||
Directors for the year: | ||||||
100% | 14 of 14 | |||||
・Number of shares owned: 0 | ||||||
(Reason for nomination as Outside Director and overview of expected roles) | ||||||
Mr. Kenichi Masuda has abundant professional career and experience as a lawyer at law firms in Japan and overseas, as | ||||||
well as his expertise as represented by his current experience of teaching corporate law at a graduate school of law. Since | ||||||
his appointment as Outside Director of the Company, he has been contributing to appropriate decision making of the Board | ||||||
of Directors. Since 2021, he has been playing a leading and substantial role as Chairperson of the Nominating Committee in | ||||||
the succession planning of Members of the Board, etc. In addition to participating in active deliberations as a member of the | ||||||
Compensation Committee, he has also been playing a leading role as Chairperson of the Compliance Committee in the | ||||||
discussion to further improve the Company's compliance framework. In view of these experience, insights and | ||||||
achievements, Mr. Kenichi Masuda is expected to continue to fulfill these roles, and the Company has determined that he | ||||||
would appropriately execute the duties of an Outside Director. | ||||||
6 | April 1976 | Joined Bank of Japan | ||||
December 2003 | General Manager for the Americas and Chief Representative in | |||||
New York, Bank of Japan | ||||||
July 2005 | Director-General, Payment and Settlement Systems Department, | |||||
Bank of Japan | ||||||
July 2006 | Director-General, Financial System and Bank Examination | |||||
Department, Bank of Japan | ||||||
May 2008 | Executive Director, Bank of Japan | |||||
June 2012 | Chairman, NTT Data Institute of Management Consulting, Inc. | |||||
Kenzo Yamamoto | August 2013 | Board Member, Quality Control Oversight Board, The Japanese | ||||
(January 21, 1954) | Institute of Certified Public Accountants | |||||
July 2014 | Committee Member, Risk Committee, Mitsubishi UFJ Financial | |||||
Group, Inc. | ||||||
Renomination | ||||||
March 2016 | Member of the Board as Outside Director, Bridgestone | |||||
Outside Director | to Present | Corporation | ||||
June 2018 | Representative, Office KY Initiative | |||||
Independent Director | to Present | |||||
・ The term of office as Member of | February 2019 | Director, TOMIYAMA CULTURAL FOUNDATION | ||||
to Present | ||||||
the Board: 7 years | ||||||
July 2020 | Committee Member, Disciplinary Committee, Japan Securities | |||||
・Attendance at the Board of | ||||||
to Present | Dealers Association | |||||
Directors for the year: | ||||||
(Important concurrent positions) | ||||||
100% | 14 of 14 | |||||
Representative, Office of Financial and Economic Initiative | ||||||
・Number of shares owned: 2,700 | ||||||
Outside Director, SUMITOMO LIFE INSURANCE COMPANY | ||||||
Outside Director, JAPAN POST BANK Co., Ltd. | ||||||
(Reason for nomination as Outside Director and overview of expected roles) | ||||||
Mr. Kenzo Yamamoto has abundant expertise on financial market and financial systems, as well as his deep insight | ||||||
regarding corporate management and risk management. Since his appointment as Outside Director of the Company, he has | ||||||
been contributing to appropriate decision making of the Board of Directors. Since 2018, he has been playing a leading and | ||||||
substantial role as Chairperson of the Audit Committee, including in strengthening our auditing system on a global scale. In | ||||||
view of these experience, insights and achievements, Mr. Kenzo Yamamoto is expected to continue to fulfill these roles, | ||||||
and the Company has determined that he qualifies for Outside Director. |
6
No. | Name | Brief personal history, position, assignment and important concurrent positions |
(Date of birth) | ||
7 | April 1974 | Joined The Industrial Bank of Japan, Limited (currently Mizuho | ||||||
Bank, Ltd.) | ||||||||
March 2003 | Managing Executive Officer, Mizuho Bank, Ltd. | |||||||
May 2005 | Executive Officer, Oriental Land Co., Ltd. | |||||||
April 2009 | Representative Director and Executive Vice President Officer, | |||||||
Oriental Land Co., Ltd. | ||||||||
June 2013 | External Director, AMUSE INC. | |||||||
June 2015 | Director and Vice Chairman, AMUSE INC. | |||||||
Yojiro Shiba | March 2018 | Member of the Board as Outside Director, Bridgestone | ||||||
(August 7, 1950) | to Present | Corporation | ||||||
April 2019 | Representative Director and President, AMUSE INC. | |||||||
June 2021 | Outside Director, NIPPON EXPRESS CO., LTD. | |||||||
Renomination | ||||||||
January 2022 | Outside Director, NIPPON EXPRESS HOLDINGS, INC. | |||||||
Outside Director | to Present | |||||||
(Important concurrent positions) | ||||||||
Independent Director | Outside Director, NIPPON EXPRESS HOLDINGS, INC. | |||||||
・ The term of office as Member of | ||||||||
the Board: 5 years | ||||||||
・Attendance at the Board of | ||||||||
Directors for the year: | ||||||||
100% | 14 of 14 | |||||||
・Number of shares owned: 0 | ||||||||
(Reason for nomination as Outside Director and overview of expected roles) | ||||||||
Mr. Yojiro Shiba has insights into the creation of value and establishment of business from the perspective of customers | ||||||||
based on his deep insight as the result of abundant corporate management experience in the financial industry and | ||||||||
entertainment business industry. Since his appointment as Outside Director of the Company, he has been contributing to | ||||||||
appropriate decision making of the Board of Directors. As a member of the Audit Committee, he has been participating in | ||||||||
active deliberations and working to promote the strengthening of our auditing system on a global scale, among others. In | ||||||||
view of these experience, insights and achievements, Mr. Yojiro Shiba is expected to continue to fulfill these roles, and the | ||||||||
Company has determined that he qualifies for Outside Director. | ||||||||
8 | ||||||||
April 1998 | Lawyer, Admitted in Japan | |||||||
to Present | ||||||||
April 1998 | Joined Takagi Godo Law Office | |||||||
November 2002 Partner, Suzuki Sogo Law Office | ||||||||
to Present | ||||||||
January 2008 | Director, International IC Association of Japan | |||||||
April 2015 | Auditor, The Research Institute of Economy, Trade and Industry | |||||||
Yoko Suzuki | to Present | |||||||
(September 21, 1970) | March 2018 | Member of the Board as Outside Director, Bridgestone | ||||||
to Present | Corporation | |||||||
June 2018 | Auditor, Hitotsubashi University Collaboration Center | |||||||
Renomination | ||||||||
to Present | ||||||||
Outside Director | September | Auditor, National Archives of Japan | ||||||
2021 | ||||||||
Independent Director | to Present | |||||||
・The term of office as Member of | (Important concurrent positions) | |||||||
Partner, Suzuki Sogo Law Office | ||||||||
the Board: 5 years | ||||||||
Outside Director, Nippon Pigment Company Limited | ||||||||
・Attendance at the Board of | ||||||||
External Audit & Supervisory Board Member, MARUI GROUP CO., LTD. | ||||||||
Directors for the year: | ||||||||
Outside Director of the Board, JAPAN PULP AND PAPER COMPANY | ||||||||
100% | 14 of 14 | |||||||
LIMITED | ||||||||
・Number of shares owned: 2,900 | ||||||||
(Reason for nomination as Outside Director and overview of expected roles) | ||||||||
Ms. Yoko Suzuki has high expertise as a lawyer, and abundant experience and deep insight as an outside auditor and auditor | ||||||||
of other companies and various associations. Since her appointment as Outside Director of the Company, she has been | ||||||||
contributing to appropriate decision making of the Board of Directors. As a member of the Audit Committee, she has been | ||||||||
participating in active deliberations and working to promote the strengthening of our auditing system on a global scale, | ||||||||
among others. In view of these experience, insights and achievements, Ms. Yoko Suzuki is expected to continue to fulfill | ||||||||
these roles, and the Company has determined that she would appropriately execute the duties of an Outside Director. |
7
No. | Name | Brief personal history, position, assignment and important concurrent positions | |||
(Date of birth) | |||||
9 | April 1987 | Joined IBM Japan, Ltd. | |||
July 2002 | Senior Manager, Overall Management of System Products | ||||
Marketing, IBM Japan, Ltd. | |||||
January 2007 | Director in charge of Public Sector, Global Business Service, | ||||
IBM Japan, Ltd. | |||||
January 2007 | Executive Officer, IBM Business Consulting Services KK | ||||
March 2016 | Growth Leader for Mercer Far East Zone; Chief of Staff, Mercer | ||||
Japan Ltd. | |||||
January 2018 | Director, Mercer Investment Solutions Ltd. | ||||
Yukari Kobayashi | February 2018 | Chief Operating Officer, Mercer Japan Ltd. | |||
(April 17, 1963) | September | Corporate Officer; Corporate Strategy Management Lead, Area | |||
2018 | Transformation Lead, and Chief of Staff, Microsoft Japan Co., | ||||
New Nomination | Ltd. | ||||
March 2020 | Representative Partner, Amanda Life Consulting LLC | ||||
Outside Director | to Present | ||||
(Important concurrent positions) | |||||
Independent Director | Representative Partner, Amanda Life Consulting LLC | ||||
・Number of shares owned: 0 | Outside Director, Nippon Shinyaku Co., Ltd. | ||||
Outside Director, Panasonic Connect Co., Ltd. | |||||
(Reason for nomination as Outside Director and overview of expected roles) | |||||
Ms. Yukari Kobayashi has deep insight regarding the digital field and business strategy through her extensive practical and | |||||
management experience in the IT and consulting industries. In view of these experience and insights, she is expected to | |||||
contribute to appropriate decision making of the Board of Directors, and the Company has determined that she qualifies for | |||||
a new Outside Director. | |||||
10 | April 1984 | Joined Hitachi, Ltd. | |||
March 1995 | Certified Public Accountant, Admitted | ||||
to Present | |||||
July 2007 | Representative Partner, PricewaterhouseCoopers Aarata | ||||
(currently PricewaterhouseCoopers Aarata LLC) | |||||
July 2012 | Executive Officer (Leader of Quality Management), | ||||
PricewaterhouseCoopers Aarata | |||||
July 2014 | General Manager, Nagoya Office, PricewaterhouseCoopers | ||||
Yasuhiro Nakajima | Aarata LLC | ||||
(October 13, 1961) | July 2017 | Oversight Board Member, PricewaterhouseCoopers Aarata LLC | |||
April 2022 | Specially Appointed Professor, Osaka Metropolitan University | ||||
New Nomination | to Present | ||||
July 2022 | Representative, Nakajima CPA Office | ||||
Outside Director | to Present | ||||
(Important concurrent positions) | |||||
Independent Director | |||||
Representative, Nakajima CPA Office | |||||
・Number of shares owned: 0 | |||||
(Reason for nomination as Outside Director and overview of expected roles) | |||||
Mr. Yasuhiro Nakajima has abundant professional career and experience in accounting audit and advisory services as a | |||||
Certified Public Accountant, and possesses expertise such as that involved in his teaching of accounting and audit at a | |||||
university. In view of these experience and insights, he is expected to contribute to appropriate decision making of the | |||||
Board of Directors, and the Company has determined that he would appropriately execute the duties of a new Outside | |||||
Director. |
8
No. | Name | Brief personal history, position, assignment and important concurrent positions | ||||
(Date of birth) | ||||||
11 | ||||||
April 1987 | Joined Bridgestone Corporation | |||||
September | Seconded to Bridgestone/Firestone Inc. (currently Bridgestone | |||||
1989 | Americas, Inc.) (The United States) | |||||
January 2011 | Director, eco-Activities Promotion Division | |||||
March 2014 | Vice President and Officer, Environment | |||||
January 2017 | Vice President and Senior Officer, Responsible for Global | |||||
Innovation | ||||||
Akira Matsuda | January 2019 | Vice President and Senior Officer; CQMO*, Responsible for | ||||
(January 16, 1963) | Quality Management | |||||
January 2022 | Lead Expert; CQMO; Assistant to Executive Vice President, | |||||
to Present | Responsible for Quality Management | |||||
New Nomination | ||||||
・Number of shares owned: 3,800 | *CQMO: Chief Quality Management Officer | |||||
(Reason for nomination as Member of the Board and overview of expected roles) | ||||||
Since Mr. Akira Matsuda joined the Company, he has accumulated abundant professional experience in such fields as tire | ||||||
material development, environmental promotion, technological innovation, and quality management in Japan and the | ||||||
Americas. In view of these experience, insights, and achievements, he is expected to contribute to appropriate decision | ||||||
making of the Board of Directors, and the Company has determined that he qualifies for Member of the Board. | ||||||
12 | ||||||
April 1988 | Joined Bridgestone Corporation | |||||
January 2010 | Seconded to Bridgestone Asia Pacific Pte. Ltd. (Singapore) | |||||
September | Seconded to Bridgestone (China) Investment Co., Ltd. (Shanghai) | |||||
2012 | ||||||
October 2013 | Director, Finance Division | |||||
Tsuyoshi Yoshimi | March 2017 | Vice President and Officer, Auditing | ||||
(May 26, 1964) | March 2019 | Member of the Board | ||||
to Present | ||||||
Renomination | ||||||
・ The term of office as Member of | ||||||
the Board: 4 years | ||||||
・Attendance at the Board of | ||||||
Directors for the year: | ||||||
100% | 14 of 14 | |||||
・Number of shares owned: 2,700 | ||||||
(Reason for nomination as Member of the Board and overview of expected roles) | ||||||
Since Mr. Tsuyoshi Yoshimi joined the Company, he has accumulated abundant business experience through the | ||||||
engagement in such fields as finance, Asia Pacific business, and internal auditing. Since his appointment as a Member of the | ||||||
Board, he has utilized his broad business experience and insight centered on the field of finance to contribute to appropriate | ||||||
decision making of the Board of Directors. As a member of the Audit Committee, he has been participating in active | ||||||
deliberations and working to promote the strengthening of our auditing system on a global scale, among others. In view of | ||||||
these experience, insights and achievements, Mr. Tsuyoshi Yoshimi is expected to continue to fulfill these roles, and the | ||||||
Company has determined that he qualifies for Member of the Board. |
9
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Bridgestone Corporation published this content on 29 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2024 03:48:05 UTC.