Bridgestone Corporation today announced that its Board of Directors has taken the first step towards updating the Company’s corporate governance structure in order to better support the company’s twin goals of “becoming a truly global company” and “Dan-Totsu* in all aspects of its business.” Specifically, the Board today approved the adoption of the “Company with Nominating Committee, etc.”** model of corporate governance, a shift from the current “Company with Board of Company Auditors”** structure, a model of which has been in place since 1993. The new governance structure will become effective upon approval of amendments to the Company’s Articles of Incorporation reflecting this change at the next Annual Shareholders’ Meeting to be held in March 2016.
1. Reason for Change
In order to achieve our goal of “becoming a truly global company,” being “Dan-Totsu in all aspects” of our business while remaining faithful to the Bridgestone Essence (our core corporate values), it is critically important that the Bridgestone Group maintains the highest possible level of corporate governance and constantly seeks to enhance both the quality of its management and the transparency of its decision making processes. As part of this ongoing process of enhancing its governance systems and procedures, Bridgestone Corporation has determined that the introduction of the “Company with Nominating Committees etc.” model of corporate governance at this time will serve to further strengthen its internal control systems while enabling both more effective strategic planning and efficient decision making.
Following today’s Board action, amendments to the Company’s Articles of Incorporation reflecting this change will be presented for approval at the Company’s Annual Shareholders’ Meeting in March 2016. Once approved by the shareholders, the Company’s Articles of Incorporation will be amended to reflect the new “Company with Nominating Committee, etc.” governance structure and will be effective on that day.
* “Dan-Totsu” is the Japanese term for “the absolute and clear leader”
** The terms “Company with Nominating Committees, etc.” and “Company with Board of Company Auditors” are defined in Article 2 (xii) and (x) of the Companies Act respectively. “Company with Nominating Committees, etc.” means any Stock Company which has three Board committees as required by its Articles of Incorporation; (nominating committee, audit committee and compensation committee). As prescribed in Article 400 of the Companies Act, all committees are composed of three or more directors and the majority of directors in each committee are Outside Directors. “Company with Board of Company Auditors” means any Stock Company which has a Board of company auditors or any Stock Company which is required to have a Board of company auditors under the provision of the Companies Act. As prescribed in Article 335 of the Companies Act, a Company with Board of Company Auditors has three or more company auditors, and the half or more of them are Outside Company Auditors.