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)
April 1976 Joined Bridgestone Tire Co., Ltd.
(Now Bridgestone Corporation)
January 2006 Director, Division of the Executive Office
March 2006 Vice President and Officer
March 2008 Became a Member of the Board
Vice President and Senior Officer
September 2011 Became a Representative Board Member
March 2012 CEO and Representative Board Member
March 2013
to Present
CEO and Representative Board Member,
Concurrently Chairman of the Boardt
32,500
Kazuhisa
NISHIGAI
(July 29, 1950)
April 1975 Joined Bridgestone Tire Co., Ltd.
(Now Bridgestone Corporation)
April 2004 Director, Process Engineering
Development Division
January 2005 Vice President and Officer
October 2007 Vice President and Senior Officer
March 2008 Became a Member of the Board
Vice President and Senior Officer
March 2010 Became a Representative Board Member
Senior Vice President
March 2012
to Present
COO and Representative Board Member
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)
April 1977 Joined Bridgestone Tire Co., Ltd.
(Now Bridgestone Corporation)
March 2004 Director, Tire Development Division Ⅰ
March 2006 Vice President and Officer
October 2008 Vice President and Senior Officer
March 2009 Became a Member of the Board
Vice President and Senior Officer
March 2012
to Present
Became a Corporate Auditor (Full-Time)
Kenichi
TOGAMI
(February 2, 1955)
April 1977 Joined Bridgestone Tire Co., Ltd.
(Now Bridgestone Corporation)
January 2014 Director, Internal Auditing Office
March 2014 Vice President and Officer
January 2016
to Present
Assistant to Executive Vice President, Responsible for Corporate Planning
Kenichi
MASUDA
(January 11, 1963)
April 1988
to Present
Lawyer, Admitted in Japan
September 1993
to Present
Lawyer, Admitted in New York
January 1997
to Present
Partner, Anderson Mori (Japanese law firm : Now Anderson Mori & Tomotsune)
April 2010
to Present
Adjunct Lecturer, Graduate Schools for Law and Politics, The University of Tokyo
March 2011
to Present
Became a Corporate Auditor
(Important concurrent positions)
Partner, Anderson Mori & Tomotsune
Outside Corporate Auditor of LIFENET INSURANCE COMPANY
Kenzo
YAMAMOTO
(January 21, 1954)
April 1976 Joined Bank of Japan
February 2002 Director-General, Financial Markets Department, Bank of Japan
May 2003 Chief Representative in New York, 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
to Present
Chairman, NTT Data Institute of Management Consulting, Inc.
August 2013
to Present
Board Member <Outside Board Member>, Quality Control
Oversight Board, The Japanese Institute of Certified PublicAccountants
July 2014
to Present
Committee Member <Outside Expert>, Risk Committee, Mitsubishi UFJ Financial Group, Inc.
(Important concurrent positions)
Chairman, NTT Data Institute of Management Consulting, Inc.
Keikou
TERUI
(July 27, 1953)
April 1979 Joined Ministry of International Trade and Industry
(Now Ministry of Economy, Trade and Industry (METI) )
July 2008 Director-General for Technology Policy Coordination,Minister’s Secretariat, METI
January 2011 Director-General, Kanto Bureau of Economy, Trade and Industry, METI
April 2012 Director-General for Regional Economic and Industrial Policy, METI
August 2013
to Present
President, Nonprofit Corporation Japan Utility Telemetering Association
October 2013
to Present
Senior Research Associate, Chemicals Evaluation and Research Institute
June 2014
to Present
Director, Union of Japanese Scientists and Engineers
(Important concurrent positions)
Senior Research Associate, Chemicals Evaluation and Research Institute
Outside Director, Ube Industries, Ltd.
Seiichi
SASA
(October 12, 1953)
April 1976 Joined Dai-Ichi Kangyo Bank Limited (Now Mizuho Bank Ltd.)
March 1983
to Present
Certified Public Accountant, Admitted
September 2005
to Present
Part-time Lecturer, Graduate school of Gakushuin University
December 2007 Examiner, Certified Public Accountant Examination
(Financial Accounting)
June 2008 Executive Director, KPMG AZSA LLC
September 2014
to Present
Part-time Lecturer, Hitotsubashi University
(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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