Bridgestone alters upper management roles
On 14 October 2015, Bridgestone Corporation announced that its Board of Directors had taken the first step towards updating the company’s corporate governance structure by approving the adoption of a new corporate governance structure – the replacement of the ‘Company with Board of Company Auditors’ model, which had been in place since 1993, with a ‘Company with Nominating Committee’ governance model. Today, the company shares that the board has approved the transfer of representatives and directorship candidates in preparation for this switch. These personnel changes and the new governance structure will take effect following their approval at the Bridgestone Annual Shareholders Meeting in March.
The decision to update Bridgestone’s governance structure was taken in the belief that the proposed structure will better support the Japanese company’s twin goals of “becoming a truly global company” and “Dan-Totsu (Bridgestone explains that Dan-Totsu is the Japanese term for ‘the absolute and clear leader’) in all aspects of its business.” Upon announcing the board’s approval of the new structure last October, the company stated that the structure will “serve to further strengthen its (Bridgestone’s) internal control systems while enabling both more effective strategic planning and efficient decision making.”
Bridgestone Corporation has published the following information regarding the transfer of representatives and directorship candidates:
1. Transfer of Representative
(1) Reason of transfer
A shift to the “Company with Nominating Committee, etc.”
(2) Appointment(Planned)
| Name | New | (Current) |
|---|---|---|
| Masaaki TSUYA | Member of the Board Concurrently Chairman of the Board Concurrently CEO and Representative Executive Officer |
(CEO and Representative Board Member Concurrently Chairman of the Board) |
| Kazuhisa NISHIGAI | Member of the Board Concurrently COO and Representative Executive Officer |
(COO and Representative Board Member) |
(3) Date planned to be appointed
March 24, 2016
(Subject to approval at the Company’s Annual Shareholders’ Meeting on March 24, 2016)
2. Candidates of Board of Directors
(1) Members of the Board of the Directors(Concurrently Executive Officers)
| Name | New or Reappointment | (Current) |
|---|---|---|
| Masaaki TSUYA |
Reappointment | (CEO and Representative Board Member Concurrently Chairman of the Board) |
| Kazuhisa NISHIGAI |
Reappointment | (COO and Representative Board Member) |
(2) Members of the Board of the Directors
| Name | New or Reappointment | (Current) |
|---|---|---|
| Mikio MASUNAGA |
Newly-appointed | (Corporate Officer) |
| Kenichi TOGAMI |
Newly-appointed | (Vice President and Officer) |
(3) Members of the Outside Directors*
| Name | New or Reappointment | (Current) |
|---|---|---|
| Sakie TACHIBANA FUKUSHIMA | Reappointment | (Member of the Board*) |
| Scott Trevor DAVIS | Reappointment | (Member of the Board*) |
| Yuri OKINA | Reappointment | (Member of the Board*) |
| Kenichi MASUDA | Newly-appointed | – |
| Kenzo YAMAMOTO | Newly-appointed | – |
| Keikou TERUI | Newly-appointed | – |
| Seiichi SASA | Newly-appointed | – |
* Outside Director as set forth in Article 2-15 of the Companies Act.
3. Retiring Members of the Board of Directors
| Name | After retirement |
|---|---|
| Keiko UNOTORO | External Advisor (Planned) |
| Narumi ZAITSU | Executive Vice President and Executive Officer |
4. Retiring Members of the Corporate Auditors
| Name | After retirement |
|---|---|
| Mikio MASUNAGA | Member of the Board |
| Masahito TSUJI | Vice President and Officer |
| Kenichi MASUDA | Member of the Board |
| Tomoko WATANABE | External Advisor (Planned) |
5. Candidates of the Committees’ Members
(1) Nominating Committee
| Outside Director | Sakie TACHIBANA FUKUSHIMA |
| Outside Director | Scott Trevor DAVIS |
| Outside Director | Yuri OKINA |
| Outside Director | Keikou TERUI |
(2) Audit Committee
| Outside Director | Kenichi MASUDA |
| Outside Director | Kenzo YAMAMOTO |
| Outside Director | Seiichi SASA |
| Director | Mikio MASUNAGA |
| Director | Kenichi TOGAMI |
(3) Compensation Committee
| Outside Director | Sakie TACHIBANA FUKUSHIMA |
| Outside Director | Scott Trevor DAVIS |
| Outside Director | Yuri OKINA |
| Outside Director | Keikou TERUI |
6. Candidates of Executive Officers
(Subject to approval at the Board Meeting following Company’s Annual Shareholders’ Meeting on March 24, 2016)
| Name | New | (Current) |
|---|---|---|
| Masaaki TSUYA | Member of the Board Concurrently Chairman of the Board Concurrently CEO and Representative Executive Officer |
(CEO and Representative Board Member Concurrently Chairman of the Board) |
| Kazuhisa NISHIGAI | Member of the Board Concurrently COO and Representative Executive Officer |
(COO and Representative Board Member) |
| Shuichi ISHIBASHI | Executive Vice President and Executive Officer | (Executive Vice President) |
| Akihiro ETO | Executive Vice President and Executive Officer | (Executive Vice President) |
| Asahiko NISHIYAMA | Executive Vice President and Executive Officer | (Executive Vice President) |
| Gary GARFIELD | Executive Vice President and Executive Officer | (Executive Vice President) |
| Eduardo MINARDI | Executive Vice President and Executive Officer | (Executive Vice President) |
| NarumiZAITSU | Executive Vice President and Executive Officer | (Senior Vice President Member of the Board) |
| Minoru SHIMIZU | Senior Vice President and Executive Officer | (Senior Vice President) |
| Franco ANNUNZIATO | Senior Vice President and Executive Officer | (Senior Vice President) |
7. Brief personal history of Nominees for Representative Executive Officers
| Name (Date of birth) |
Brief personal history | Number of shares owned (as of December 31,2015) |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Masaaki TSUYA (June 22, 1952) |
|
32,500 | ||||||||||||||
| Kazuhisa NISHIGAI (July 29, 1950) |
|
21,200 |
8. Brief personal history of New Nominees for Members of the Board
| Name (Date of birth) |
Brief personal history | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mikio MASUNAGA (October 2, 1952) |
|
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| Kenichi TOGAMI (February 2, 1955) |
|
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| Kenichi MASUDA (January 11, 1963) |
|
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| (Important concurrent positions) Partner, Anderson Mori & Tomotsune Outside Corporate Auditor of LIFENET INSURANCE COMPANY |
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| Kenzo YAMAMOTO (January 21, 1954) |
|
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| (Important concurrent positions) Chairman, NTT Data Institute of Management Consulting, Inc. |
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| Keikou TERUI (July 27, 1953) |
|
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| (Important concurrent positions) Senior Research Associate, Chemicals Evaluation and Research Institute Outside Director, Ube Industries, Ltd. |
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| Seiichi SASA (October 12, 1953) |
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| (Important concurrent positions) Certified Public Accountant(Sasa Seiichi Certified Public Accountant Office) |
** 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.
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