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

○

○

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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

○

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○

○

○

○

○

○

○

○
○

○

○

○

○

○

○

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

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○

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