Jan 29 , 2016
Tokyo (Jan 29, 2016) ― Bridgestone Corporation today announced that its Board of Directors has approved the transfer of representative and the candidates of director after 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, as of the news release "Bridgestone to adopt the new corporate governance structure" announced on October 14th, 2015.
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.
Along with today's Board action, the directors of three Board committees (nominating committee, audit committee, and compensation committee) and the candidates of executive officer, to be referred in the Board meeting held after the next Annual Shareholders' meeting, were informally elected.
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 |
