GovernanceCompliance
Bridgestone’s commitment to ethics, compliance andintegrity helps it continuously achieve its mission of Serving
Society with Superior Quality and supports its goal ofbuilding an effective ethics and compliance program.
The success of any effective ethics and complianceprogram depends on the ongoing and proactive organizationwide engagement of leaders, managers and supervisors, allworking to help build and sustain a culture of compliance.
Board oversight, supervision and engagement have been
hallmarks of Bridgestone’s ethics and compliance programfor many years. Additionally, periodic reports on the progressand status of the ethics and compliance program are provided
to the Compliance Committee reporting to the Board of
Directors, and periodic reports are also provided to the Boardof Directors in each region. Bridgestone periodically report
the progress and status to the respective corporate bodies
that oversee their implementation, such as the board of
directors and Compliance Committee of each major company.
In working toward becoming a sustainable solutions
company, the policies and other global and regional ethics
and compliance programs we develop must continue toadapt and evolve in accordance with the changing
environment and regulatory landscapes. For example, onJanuary 1, 2024, BSEMEA launched two updated policies: theGifts & Entertainment Policy (including rules on travel
involving third parties) and the Conflicts of Interest Policy.
Bridgestone’s global ethics and compliance program
consists of a blend of global and regionally based initiatives.
We aim to balance global consistency with the flexibility
needed to effectively address regional and even local risks
that can vary significantly due to the wide range of
operations we are involved in and the variety of geographic,
legal and regulatory environments in which we operate.
Compliance / Fair competition
https://www.bridgestone.com/responsibilitie

employees and non-employees through the corporatewebsite and is publicly referenced in various documents,
including the Code of Conduct. BridgeLine is a 24/7 hotline
available in all regions and in multiple languages.
Regardless of how an allegation of misconduct is raised,each report is thoroughly investigated by Bridgestone’s
Compliance team or other relevant departments dependingon the subject matter. Each region has detailed investigation
procedures and protocols to help ensure the quality andconsistency of investigations. Each region has developed andtracks certain data and metrics to identify risk areas and trends
as well as assess the effectiveness of internal investigations.
The results are provided regularly to the Board of Directors ofeach significant subsidiary around the world.
In 2023, a total of 1,443 BridgeLine reports and questions
were received worldwide. A breakdown of the categories ofreports and questions received globally appears below. All
confirmed violations resulted in appropriate corrective andmitigating action, including disciplinary measures up to andincluding termination. There were no significant confirmed
reports in 2023 for the areas of corruption and antitrust/competition.
Bridgestone actively monitors and analyzes data relating
to its internal investigations to continuously improve its
ethics and compliance level.
BridgeLine
https://www.bridgestone.com/responsibilities/governance/compliance/bridgeline/

Accounting and
Auditing Matters 1%
Misuse, Misappropriation of
Corporate Assets 2%

HR, Diversity andWorkplace Respect
60%

Environment,
Health & Safety 7%
Other Policy
Violation 17%

The Code of Conduct
https://www.bridgestone.com/responsibilities/code/Global Anti-Bribery Policy
https://www.bridgestone.com/responsibilities/anti_bribery/

98

Business Integrity
13%

Monitoring and Responding

Promotion of Ethics and Compliance Programs

We seeks to maintain an environment in which employees
feel comfortable speaking up and knowing that they will belistened to.
A wide variety of resources including the BridgeLine areavailable to all Bridgestone Group employees and stakeholders
to encourage them to speak up with questions or concerns.
We have established the BridgeLine reporting systems(operated by third party specialists) to allow all Group
employees and any Bridgestone stakeholder (including, forexample, contractors, suppliers, consumers and customers)
to confidentially and anonymously report suspectedcriminal conduct; violations of the Code of Conduct ;violations of other company policies, or the law; or otherethical concerns and questions. BridgeLine is accessible to

To further reinforce the compliance due diligence programand mitigate anti-bribery risks, Bridgestone started thereview of all high-risk intermediaries in 2023 with the aimof ensuring that proper controls are in place when engaging
with these intermediaries. As of December 31, 2023, 87% ofBridgestone’s high-risk intermediaries have been reviewed.
As our business and operations continue to evolve, we will
also look at how to adapt its ethics and compliance programs
to ensure that they remain relevant, adequately resourced
and work effectively in practice. We plan to do this throughself-assessments and by engaging one or more third parties
to help it assess its ethics and compliance programs in 2024.

Corporate Governance
Basic Approach

Transformation of Corporate GovernanceIn 2020, Bridgestone Corporation, under the mission of

Bridgestone has made continuous efforts to strengthen its“Serving Society with Superior Quality,” defined its vision of

corporate governance structure, including the introduction“Toward 2050, Bridgestone continues to provide socialof Independent Directors in 2010, the establishment ofvalue and customer value as a sustainable solutions

advisory committees to the board between 2013 and 2014,

company.” As part of its efforts to achieve this vision, weand the adoption of the “Company with Nominating

have been managing its business in accordance with its

Committee, etc.” model in 2016. As part of this ongoing

Mid-long Term Business Strategy. We are continuing toprocess, the Articles of Incorporation were amended in 2021

improve its corporate governance to strengthen internal

to abolish the full-time position of Chairman and to select acontrols and evolve as a sustainable solutions company.

Chairperson of the Board of Directors from among theBridgestone has been using Japan’s Corporate Governance
Code (the Code) as a tool for evaluating its governancepolicies and systems and has implemented all the generalprinciples, principles and supplementary principles set forthin the Code. The Governance Committee, an advisory

Independent Directors at a meeting of the Board of Directors
to enhance execution and supervisory functions. Please see
below for an overview of the transformation of
Bridgestone’s corporate governance to date.

committee to the Board of Directors, deliberates and makes
recommendations regarding matters specified in the Code.
Furthermore, the Company publishes a report (in Japaneseand English) on these matters, which is disclosed on thecorporate website following the approval of the Board of
Directors.
Corporate Governancehttps://www.bridgestone.com/corporate/governance/

Ongoing Process of Optimization of Governance in Response to
Evolving Company Strategies and Changing Social Demands
Theme

Year

Oversight

Management and Operational Execution

2024

Creation of agovernance structure forthe realization of the“Sustainable Solutions
Company” strategy

Creation of agovernance structure forthe realization of a truly“global company”

Introduce new global management
structure (incl. BRIDGESTONE EAST & WEST
regional structure)2023

Approve new global management structure

2022

Introduce independent Chair-driven
process of Board agenda setting

2021

Abolish the full-time position of“Chairperson” Nominate Board Chairfrom independent directors

Commence Mid Term Business Plan (2021-2023)

2020

Separate roles of CEO and Chairman of
the Board

Commence Mid-Long Term Business Strategy

2018

Restructuring of the Board’s authority andenhanced oversight of the Board(Authority delegation to executive management)

2016

Adopt new corporate structure “Company
with Nominating Committee, etc.”～2015

Establish discretionary board advisory The Bridgestone Essence
committees (Governance, Nomination, • Safety Mission Statement
Compensation & Compliance)• Quality Mission Statement
Introduce independent members of
the Board of Directors

Commence Mid Term Business Plan (2024-2026)

Bridgestone
E8 Commitment

Commence “2030 Long Term Strategic
Aspiration” Introduce Global CEO & 2 Joint
Global COOs system in Bridgestone Corp.

Establish “Global Sustainable Procurement
Policy,” “Global Human Rights Policy” and“Code of Conduct”

The Bridgestone
Essence Framework• Environmental Mission Statement

Establish SBU organization structure
Introduce Global Executive Committee
Meeting Introduce Global CEO & Global
COO in Bridgestone Corp.

Bridgestone 3.0 Journey 2024 Integrated Report99GovernanceCorporate Governance System
In March 2016, Bridgestone transitioned to the “Company with

Bridgestone East (mainly Japan and Asia), with each region to

Nominating Committee, etc.” model of corporate governance.

be headed by a Joint Global COO.

The Board of Directors consists of 12 directors, including eight

In both regions, multiple SBUs have been established andIndependent Directors. Appropriate and proactive work is also

divided into smaller business areas, bringing management

conducted by the Nominating Committee, Audit Committee

closer to the field and enabling deeper understanding of issues.
Furthermore, to ensure consistency between global andand Compensation Committee. The Board of Directors
oversees the performance of the Company’s executive officers

regional strategies and to maximize effectiveness andand directors. Furthermore, to strengthen corporate

efficiency, we have established global integration functions

governance transparency, the Governance Committee andand appointed a Global CAO, Global CDXO, and Global CTO.

Compliance Committee have been established as advisory

In addition, we have established the Global Executive
Committee (Global EXCO), comprised mainly of these officers,

bodies to the Board of Directors.
The Board of Directors, including these statutory committees

as the highest-level management executive body in our(Nominating Committee, Audit Committee, and Compensation

Group. It serves to strengthen our system of checks andCommittee) and advisory committees (Governance Committeebalances by debating and discussing management issues

and Compliance Committee), supervises operating divisions via

including corporate strategy and sustainability from a global

regular progress reports and information sharing to create aperspective, which enhances the transparency of decision-

corporate governance system that aims to realize the Mid-Longmaking. This information is also regularly reported to theTerm Business Strategy. The Board of Directors and the Audit

Board of Directors in a timely manner in order to aid in their

Committee are composed of a majority of Independentdeliberations. Collectively, these actions ensure that we

Directors and the Nominating Committee, Compensation

maintain an effective supervisory function.

Committee and advisory committees are composed entirely

Please see below for the Company’s corporate governancestructure put in place to realize its Mid-Long Term Businessof Independent Directors.
As of January 2024, under leadership of the Global CEO,

Strategy.

Bridgestone’s business will be divided into two regions,
Bridgestone West (mainly the U.S. and Europe) and●Corporate Governance Structure

Stakeholders: Shareholders, employees, partners, clients, society, etc.

Global CEO**Global EXCO

†1

Executive Ofﬁcers andCorporate Ofﬁcers, etc. (12)(incl. 6 non-Japanese nationals)** Representative
Executive Ofﬁcers (2)* Executive Ofﬁcers (2)(incl. 1 non-Japanese national)

Joint Global COO**

Joint Global COO*

BRIDGESTONE EAST CEO (**)

BRIDESTONE WEST CEO (*)

Global CAO (**)†2 Global CDXO (*)†3
Global CTO (*)†4 etc.
(Global integration)

Internal Auditing Divisions
Management Areas(1) BRIDGESTONE EAST CEO for Japan & Asia, (2) BRIDGESTONE WEST CEO for Americas & Europe.
†1 Global EXCO: Global Executive Committee †2 Global CAO: Global Chief Administration Ofﬁcer†3 Global CDXO: Global Chief Digital Transformation Ofﬁcer †4 Global CTO: Global Chief Technology Ofﬁcer

100Approach to the Composition of the Board of Directors and the Roles Particularly Expected of Directors
The Nominating Committee, in selecting candidates fordiscussion and deliberation. To ensure the objectivity of

nomination to the board, seeks to maintain diversity and,external directors, the Company has established its own

at the same time, overall balance in board composition with

Independence Standard. Based on the above approach, therespect to knowledge, experience and skills. Committee

Company’s Board of Directors has an overall balanced

members consider business experience and expertise in acomposition with diverse perspectives to oversee thewide range of disciplines and fields for Independent Director

successful execution of the Mid-Long Term Business Strategy

candidates. Additionally, it is the policy of the Company thatto enhance corporate value.

Masahiro HIGASHI

Representative Executive Officer

3

○

○

○

Akira MATSUDAInternal / Non-executive

1○

Tsuyoshi YOSHIMIInternal / Non-executive

5○

Yuri OKINA

Outside / Independent

10

Yukari KOBAYASHI

Outside / Independent

1○

Yojiro SHIBA

Outside / Independent

6○

Yoko SUZUKI

Outside / Independent

6○

Scott Trevor DAVIS

Outside / Independent

13

○

○

○

○

○

○

○

○

○

○
○

○

○

○

○

○

○

Outside / Independent

1

Kenichi MASUDA

Outside / Independent

8

○

○

Kenzo YAMAMOTO

Outside / Independent

8

○

○

○

○

○

○

○

○
○

○
○

Yasuhiro NAKAJIMA

Technologies andInnovation○○

Management Experienceat Other Companies○

Legal Affairs andRisk Management

Global Experience○

Finance and Accounting

Capital, Human Resources
and Organizational Strategy○

Outside andIndependent
Directors

Compensation Committee

4Non-executive
Directors/

Audit Committee

Representative Executive Officer

Name

Nominating Committee

Shuichi ISHIBASHI

Executive
Officers/

Tenure as Director (Years)

Sustainability

the board should be of sufficient size to enable adequate

○

○

○

○

○

○

○

Notes: Tenure as of March 26, 2024.
Outside and Independent Directors are listed in order of the Japanese syllabary.
Circles indicate the top three priorities in the expected areas of contribution as a director.
* Proportion of Independent Directors: 66.7% (8 of 12)* Proportion of Women Directors: 25% (3 of 12)

Evaluating the Effectiveness of the Board of Directors
Bridgestone has continuously improved its governance

Board of Director evaluations are conducted through astructure, as described in the Transformation of Corporate

one-year cycle that includes evaluation, issue identification,

Governance section above. Building upon these enhancements,

and implementation, leading to continuous improvement of

the scope of the evaluation of Board effectiveness has been

corporate governance.

taken to include not only the Board of Directors but also the

FY2023 evaluations confirmed that, as the result of a range

statutory and advisory committees. Evaluation of the entireof factors, the Board of Directors engaged in transparent

scope of board functions includes the review of all board

decision-making and effectively demonstrated its oversightdeliberations and their outcomes and self-evaluations offunctions. These factors included timely reports fromall directors.

operating divisions for deliberation at Board meetings,

Bridgestone 3.0 Journey 2024 Integrated Report101Governanceproductive exchanges of opinions among Board members,

Mid-Long Term Business Strategy and 2030 Long Term Strategic

reports and discussions on specific themes following

Aspiration, and ensured even more productive discussions

proposals from Independent Directors, active discussions

between directors and operating divisions on the formulation

utilizing the diverse perspectives of Independent Directors,of a new Mid Term Business Plan (2024–2026) as well as when

and the creation of globally conscious frameworks withindeliberating and making decisions on individual matters.
We have also changed the way we formulate proposals forstatutory and advisory committees.
Regarding the status of business execution, based on reports

the Board of Directors. The Chairperson of the Board ofof discussions at Global EXCO meetings, the Global CEO and

Directors, who is an Independent Director, now takes theRepresentative Executive Officer shared information with theinitiative in formulating proposals based on proposals from

Board of Directors in a timely and appropriate manner.

other Independent Directors, resulting in lively discussions

The above led to the confirmation of Mid Term Business Plan

with even greater objectivity and transparency.

(2021–2023) outcomes in light of the already formulated●

Effectiveness Evaluation Process
Evaluation(Jan.–Mar.)

Governanceevaluation phase

Issue Identification (Apr., May)

• Director interviews• Governance Committee discusses issues aimed at improving
effectiveness of Board of Directors, report given to
Board of Directors, report discussed at Board of Directors,
issues identified• Governance Committee discusses evaluation results, report
given to Board of Directors, report discussed and managed
by Board of Directors• Statutory committees decide on issues, report given to
Board of Directors

Implementation (May Onwards)

Implementationphase• Board of Directors and statutory committees implement initiatives
for identified issues

Compensation System for Executive Officers
Remuneration for each position and individual director andexecutive officer is determined by the Compensation
Committee, which is composed solely of Independent
Directors. In its deliberations the committee considers changes
in the business environment, the opinions of shareholders andinvestors, along with information from third-party humanresources and compensation consultants with extensive global
experience and knowledge.
The Company has designed a compensation system based(1) Establishment of the “Bridgestone E8 Commitment” andcommunication with stakeholders both inside andoutside of the Company(2) Investment in and development of people to increase
added value and job satisfaction(3) Carbon neutrality, including reduction of CO2 emissions(4) C ircular economy, including increasing the ratio ofrecycled and renewable resources
For details on the compensation system, please refer to “(4)on the following principles of remuneration: “attract andRemuneration for Members of the Board and Executive

cultivate superior talent”, “support a competitive

Officers” in the Annual Securities Report (105th Fiscal Period).

remuneration level”, “provide motivation for the execution ofbusiness strategies”, and “provide motivation for enhancing
shareholder value”. From fiscal year 2022, the Company
adopted the mid- to long term incentives aimed at promoting
sustainability and transformation initiatives, and achieving
Mid-Long Term Business Strategy. The Compensation
Committee has set the following four goals and evaluates
the achievement.

102Remuneration for Members of the Board and Executive Officers
www.bridgestone.co.jp/ir/library/securities/pdf/105.pdf

Board of Directors and Executive Officers As of March 2024

Board of Directors

Shuichi ISHIBASHI

Masahiro HIGASHI

Akira MATSUDA

Tsuyoshi YOSHIMI

Scott Trevor Davis

Yuri OKINA

Member of the Board
Global CEO and
Representative Executive
OfficerMember of the Board
Joint Global COO and
Representative Executive
OfficerMember of the Board
Member of the Audit
Committee

Member of the Board
Member of the Audit
Committee

Member of the Board*
Chairperson of the Board of
Directors
Member of the Nominating
Committee
Member of the Compensation
Committee
Chairperson of the GovernanceCommittee

Member of the Board*
Chairperson of theCompensation Committee
Member of the Nominating
Committee

Kenichi MASUDA

Kenzo YAMAMOTO

Yojiro SHIBA

Yoko SUZUKI

Yukari KOBAYASHI

Yasuhiro NAKAJIMA

Member of the Board*
Chairperson of theNominating Committee
Member of theCompensation Committee
Chairperson of theCompliance Committee

Member of the Board*
Member of the Nominating
Committee
Member of theCompensation Committee

Member of the Board*
Chairperson of the Audit
Committee

Member of the Board*
Member of the Audit
Committee

Member of the Board*
Member of the Audit
Committee

Member of the Board*
Member of the Audit
Committee* Independent Director

Executive Officers

Shuichi ISHIBASHI

Masahiro HIGASHI

Paolo Ferrari

Masato BANNO

Global CEO and
Representative Executive
Officer(*)

Representative Executive
Officer
Joint Global COO •Bridgestone East CEO
Global CAO (Global Chief
Administration Officer)
BSAPIC*1 Chair
Chairman and Representative
Board Member ofBridgestone Tire Solution
Japan Co., Ltd.(*)

Executive Officer
Joint Global COO •Bridgestone West CEO
Global CDXO (Global Chief
Digital Transformation
Officer)
BSAM*2 Executive Chair of
the Board & Group President
BSEMEA*3 Supervisory Board
Chair(*)

Senior Vice President andExecutive Officer
Global CTO (Global Chief
Technology Officer)
Responsible for Monozukuri (*)(*) Global Executive Committee Member*1 BSAPIC: Asia Paciﬁc, India, and China*2 BSAM: Americas*3 BSEMEA: Europe, Middle East, and Africa

Bridgestone 3.0 Journey 2024 Integrated Report103FeatureInterview with Independent Directors:

Effective Governance for Sustainable Value Creation

Scott Trevor Davis

Yuri OKINA

Kenichi MASUDA

Member of the Board
Chairperson of the Board of Directors
Member of the Nominating Committee
Member of the Compensation Committee
Chairperson of the Governance Committee

Member of the Board
Chairperson of the Compensation Committee
Member of the Nominating Committee

Member of the Board
Chairperson of the Nominating Committee
Member of the Compensation Committee
Chairperson of the Compliance Committee

Discussions for the 24MBP and the Board’s
Awareness of Challenges

For example, with sustainability one key concern iswhether we are meeting the demands and expectations of
our stakeholders with particular attention to the—What kind of discussions took place within the Board ofdevelopment and sourcing of sustainable raw materials. In

Directors in formulating the 24MBP? Please also tell us what

addition to improving the productivity of current sources ofyou try to be mindful of during discussions.

natural rubber, Bridgestone is also promoting thedevelopment of alternative crops such as guayule. The

Davis: In formulating the 24MBP the Board set the agenda

expectation of both the Board and investors here is thatseveral years in advance and engaged in thorough discussions,

Bridgestone will achieve sustainability through innovation.

including those taking place within the Global EXCO.

Sustainably sourced raw materials often incur higher costs.

Bridgestone’s strategic direction is to transform from being a

We know that the market demand is not for sustainability as

world-leading tire company into becoming a global sustainablea luxury. This is not what we mean by premium. Bridgestonesolutions provider. In order to enable this seemingly subtle

is committed to pursuing both sustainability and economic

but significant qualitative shift in strategy, a wide range ofrationality. This means the provision of solutions thatissues must be considered in order to make clear what mustcombine high-value services with premium performanceand must not be done in order to achieve a business defined

products that are both produced sustainably and promoteby the keywords of both “premium” and “sustainable.”sustainability for our customers. The word used at

Due to Bridgestone’s wide global presence and long value
chain, requirements at each level vary greatly, from raw

Since technological superiority is essential to providing

material such as natural rubber, through development,sustainable premium solutions centered on Dan-Totsu

production, retail and up to value-added solutions such as

products, the Board often invites the heads of R&D to discuss

retreading and maintenance. The Board’s primary concern isplans for product and production technologies in order towhether Bridgestone has the necessary strengths to adapt tofully explore the future potential of major new innovations

change. We need to clearly understand what this means andsuch as ENLITEN and other manufacturing technologies that

requires in terms of sustainability and premium quality and toenable cost advantages.

be prepared to make the changes and investments necessary.

104

Bridgestone to refer to this is Dan-Totsu.

At the same time the Board is keenly aware of the issues

To this end, we often seek the input from divisional andinvolved in Bridgestone’s premium solutions strategy.

department heads and from personnel working on the front

One key issue is the challenge of creating and maintaining

lines of business (“Genba” in Japanese) to further enhance

the infrastructure to enable solutions that utilize information

our understanding of where Bridgestone currently stands.

both efficiently and securely. The Board actively monitors

the policies and procedures to build and maintain strongin understanding internal terminology, technical terms, or

systems that can protect customer information, resist

who to consult with, which could lead to a problem of not

cyberattacks, along with the contingency plans for response

fully being able to absorb internal information. The presencein the event of cyber incidents.

of non-executive directors with an internal background who

Global CEO has repeatedly emphasized the importance ofunderstand and support both standpoints, adds breadth andadapting to change in terms of both potential value and risk.

depth to the oversight by outside directors and enables

In discussions with the Board, and investor meetings, hethem to function more efficiently and effectively. We also

openly acknowledges any areas where Bridgestone falls

expect the executives to understand the supervisory

short and clearly articulates his plans to address them. The

perspective of the Board and approach their duties

Board mirrors this stance. We aim to be clear about what we

accordingly as directors.

do and do not expect. We make clear that our concern is toWith regard to the appointment of Independent Directors,

see whether or not Bridgestone has the strategy, the ability

we value diversity. By bringing together individuals withand the strength to accomplish what it has set out to do anddifferent areas of expertise, knowledge, experience and tenure,keep going.

etc., the same issues can be evaluated from multiple
perspectives, allowing for more substantive questions and

The Board of Directors’ Portfolio and Agenda
Setting Process to Enhance Board Effectivenessvigorous discussion. It also creates awareness and synergy bylistening to opinions from different perspectives. As an attorney
myself, I have a legal background. I have learned a lot from—Based on the Board’s awareness of challenges, is there

the different angles and perspectives of different areas ofanything you keep in mind to ensure effective discussions at

expertise, such as corporate management, finance, andBoard meetings?

economics, and from hearing opinions from different angles.

Davis: Setting the appropriate agenda is critical to ensuring

complementing each other’s strengths and functioning as athe quality of discussions at Board meetings. Because of thiscohesive whole, enabling the Board of Directors to operate

I regularly seek input from all Board members in selecting

as a unified team. We believe that this is the most importantand scheduling items for deliberation and in reviewing theand best way for the Board of Directors to fulfill its expected

effectiveness of previous reports and deliberations. It is alsosupervisory role and strive for excellence.

Diversity does not mean being fragmented, but rather

important for the Chair to ensure that information andpresentations of proposals from the executive fully address—It seems that the discussions at the Board are being

the concerns and interests of the Independent Directors,

prepared and have progressed quite diligently, but werewhile at the same time ensuring that the Independent

there instances where a proposal was rejected by the Board?

Directors have all the information they require on eachagenda item and are able to maintain a shared awareness of

Masuda: Since Independent Directors represent shareholders

the expectations and concerns of the Board as a whole.

and external stakeholders, we need to use our respective

One way we do this is by holding information sharing

expertise, understand as much as possible about themeetings for non-executive directors. To gain more concreteCompany, and frankly express our opinions when we deem

information and deeper insight of critical issues such as

it necessary to change course from an external stakeholder’scybersecurity, investment in talent and advanced humanperspective. For example, in a recent case, the shareholder

resources and business quality innovation, we often seek

return policy was rejected once by the Board of Directors

explanations from personnel working at Genba withand approved at the next Board meeting after further

firsthand knowledge and experience of these issues. These

discussions. The policy had been thoroughly developed by thesessions allow the Independent Directors to understandexecutive team and presented to the Board of Directors. The

each other’s perspectives and concerns as experts in their

Board sincerely considered a proposal that there might be arespective fields and therefore further promote insightful

more appropriate way of wording it that would not cause

and comprehensive discussions that make full use of themisunderstanding even when read by external stakeholders.

Board’s own portfolio of skills, knowledge and experience.

This is a good example of how a suggestion from the Board
was taken seriously and led to improvements.

Masuda: We believe that a diverse and balanced portfolio ofmembers is important for the Board of Directors to perform

Davis: Global CEO Ishibashi is a leader who takes governanceits functions effectively. As a company with a Nominating

very seriously. He respects having an Independent Director as

Committee, etc., the Board of Directors oversees thethe Board’s Chair and the role of the Board itself and its

execution of business operations. However, if the Board

importance. As Chair I have access to the Global CEO and we

consists solely of outside directors, there may be challenges

maintain a monthly one-on-one meeting where I can discuss

Bridgestone 3.0 Journey 2024 Integrated Report105Interview with Independent Directors

the content of upcoming Board reports and deliberations and—Please tell us about your intention to include the E8 andraise any concerns. At these meetings Mr. Ishibashi often

investment in human resources in the sustainability

remarks that if he can gain the agreement and understanding

incentives, and what you emphasize in the design of aof the Board on some proposal, he can discuss it with any

compensation system.

stakeholder outside the Company with confidence knowingthat it has already passed a rigorous and objective multi-

Okina: The most fundamental idea behind the compensation

stakeholder review.

of top executive management is that it should be an incentive

As with the shareholder return policy, the Board members
are clearly aware of their roles as the representatives of

to enhance corporate value.
The Global CEO says that results are everything, and I

external stakeholders and are committed to voicing any issues

believe he thinks that way in terms of responsibility rather

or concerns on their behalf without reservation. This approachthan compensation. Therefore, we focused on designing aof the Board and the CEO combined enables Board meetings tocompensation structure that emphasizes results, where theserve as a forum where business strategy can be discussed in amore effort you put in, the higher the rewards curve rises.

manner which combines the perspectives of both the

From the beginning, we have incorporated into our

corporation itself as a business and that of its investors andremuneration design the ability to reflect actual earnings inother stakeholders in order to make better decisions.

the short term, and the degree of achievement of ROIC, ROE,
and other targets in the medium to long term.

Genbutsu-Genba, Bridgestone DNA, and the
Design of Compensation System

Promoting sustainability and transformation may not
immediately contribute to profits in the short term, but it isextremely important for the enhancement of corporate value—In the 24MBP business shaping scenario, there is also anin the medium to long term. To support and encourage theseemphasis on Genbutsu-Genba (improvement of operational

diligent efforts that sow the seeds for the future, we allocate

capabilities). What kind of discussions were held behind this?

half of the long-term incentives as sustainability incentives.

Davis: Bridgestone’s business is supported by proud andcreation, investment in and development of human resources,

highly skilled employees who represent the best of theand on the environmental side, a commitment to natureindustry both globally and in Japan. The Board is therefore

positivity and a circular economy. Sustainability incentives

very concerned with how effectively the executive istend to focus on environmental aspects such as

conveying its vision and plans for change with the workforce,

decarbonization, but in addition to these, we also emphasize

and whether the people who support the actual products

investment in human resources and the establishment of theand workplaces, the employees who are essential forE8 as a compass for transformation.

Specifically, we have included E8 establishment and value

successfully achieving any change, are aware of their role

Another characteristic and important aspect of ourand engaged in its accomplishment. The Board appreciates

sustainability incentives is to have the executives thoroughly

the fact that the Global CEO and two Joint Global COOs

consider and commit to what they are going to accomplish in

actively hold town hall meetings with employees in order tothe next year in advance. We discuss and decide based on the

promote strategic alignment and engagement. In recognition

proposals, have them self-evaluate the results on an annualof the importance of this form of internal communication andbasis, and make decisions through the Compensation

engagement, objective measures of employee engagement

Committee. We place importance not only on the progress oflevels have been included as criteria for executive evaluation

indicators but also on the extent to which the committed

and remuneration.

efforts have been achieved as the target of evaluation.

Okina: As Dr. Davis mentioned, the Company engages in—How do you see the progress of the initiatives for humanmanufacturing operations, so we also focus on job satisfaction

capital and women’s empowerment during the 21MBP?

of employees at Genba and sense of fulfillment in theirwork. In particular, corporate culture changes through the

Okina: I feel that the Company is particularly enthusiastic

widespread adoption of the Bridgestone E8 Commitment

about improving the workplace environment at factories(“E8”), investment in human resources, and employee

and other Genba, and creating fulfilling workplaces.

engagement are incorporated into the sustainability

Although the representation of women in managerial

incentives for executive compensation and evaluated bypositions is still low, the Company’s approach in addressing

the Compensation Committee.

women-specific health issues, such as introducing the use of
FemTech is progressive and highly appreciated, given that
health management is generally focused on mental healthand male-centered health issues like metabolic syndrome.

106Furthermore, various trials have been initiated, including

leadership positions, but also those in charge of businessefforts to foster the development of the next generation ofdivisions and those who work at Genba, I hope that I can beleaders and encourage a culture of innovation and challenge.

of service to them.

We are hopeful that the effects of these initiatives will bereflected in employee engagement.

On top of that, Bridgestone manufactures and sells tires,
which are essential products that support the mobility society,and contributes to society in that field, including through our

Expectations for Bridgestonesolutions business. I am motivated partly by my own love ofcars, but also by my desire to support the efforts of everyone—Please tell us what you feel are the Company’s strengths

who works hard at the Company that plays such an important

and what motivates you to support the Company.

role in our society.

Okina: Having served as an outside director at several

Davis: As an Independent Director, I believe that it iscompanies, including a trading company and a shipping

important not to get attached to the people or the Company.

company, I feel that our company demonstrates solid

Instead of personal feelings or empathy, I try to think in terms

management practices with detailed mid-term business plansof why it is that I can entrust important projects to theseand meticulous management including the control of direct

people and what makes them exceptional.

material loss ratios. Above all, I am fascinated by theI often engage in discussions with institutional investors,

manufacturing industry’s ability to innovate through Genba

and I recognize that they are not just buying Bridgestone’s

capabilities, technology, and manufacturing, and it is appealing

stock, but rather investing in Bridgestone’s growth story ofthat through such capabilities, we can support people’s lives.

premium and sustainable solutions. I am always thinking

I visited various factories and was shown the manufacturing

about what I can do as Chair of the Board to ensure theand inspection processes firsthand, and was pleasantly

realization of this story.

surprised by many aspects revealing that our company is

Bridgestone continues to set ambitious goals. Not all havesupported by the power of Genba, both in terms of technology

been achieved but I am constantly impressed by Bridgestone’s

and passion. I listened with great interest to discussions about

relentless efforts to make up for whatever may be lacking, tointellectual property at Board meetings. I think the Company’s

capitalize on what is good and to constantly continue tointellectual property strategy is unique, such as turning ainnovate and improve. My motivation is based on my desire

collection of technologies like ENLITEN into a business model.

to see where Bridgestone’s story of premium and sustainable

There is a wide range of possibilities for diverse value creation insolutions for mobility can lead us.

pursuit of business sustainability, such as promoting the
combination of manufacturing and DX and the use of AI. It will
be very interesting to see how tires will evolve, as mobility
undergoes significant changes in the future.
Masuda: The profession of an attorney involves providing
support to those who seek advice and assistance when they
are in need. When I see someone working hard, it is naturalfor me to want to help and assist them in any way possible.
Although it is not limited to our company, when I see thededication and hard work of not only those who are inInterviewer

Naoyuki Sone
Sustainability Communication
Strategy Department(This is an English translation of the original dialogue which was conducted in Japanese.)
Bridgestone 3.0 Journey 2024 Integrated Report107