On the Release of Bridgestone's
Corporate Governance Code Report

The Bridgestone Corporation, under the mission of “Serving Society with Superior Quality,” has since2020 defined a vision of “continuing to provide social value and customer value as a sustainable solutions
company towards 2050,” and has been managing our business in line with a Mid-Long Term Business
Strategy formulated to realize this vision. As part of its efforts in working towards the achievement of thisvision, the company is in the process of further enhancing its corporate governance.
This process of enhancement and reform has been implemented on an ongoing basis since the company
was first established in order to respond to changing conditions and emerging issues, and to ensure that thequality of management and the transparency of decision making processes was constantly improved.
In recent years, with the ever-increasing geopolitical and natural disaster risks, changes in the businessenvironment, including diversification of mobility and the acceleration of digitalization, have occurred withincreasing frequency. In this business environment in 2022 we have:∙ established the “Bridgestone E8 Commitment” to serve as the axis to drive management while earning
the trust of future generations, and∙ formulated the “2030 Long Term Strategic Aspiration” as a roadmap toward our 100th anniversary in 2031
and as a longer term framework for the detailed “Mid-Long Term Business Strategy”.
Through these efforts, we will accelerate the transformation of management to realize our vision, andwe have and will continue to work toward further improving our corporate governance as a fundamental ofmanagement.
We can contribute to the realization of a sustainable society that will in turn provide opportunities toenable the continuing development of our society, partners, customers, and our business. It is our intention
to fully employ our governance structure in order to further strengthen internal controls, evolve into asustainable solutions company to be able to proactively address the changing business environment,
and continue to implement the ever more effective and efficient planning and execution of our businessactivities.
Since our first report in 2016, Bridgestone has been using the Corporate Governance Code as a toolfor evaluating our governance policies and systems and continuously communicating our approach andprogress in their achievement to our stakeholders.
On behalf of everyone here at Bridgestone, I thank you for your ongoing support and understanding andlook forward to hearing your response to this report and your evaluation of our efforts to date as we strive
to create a company that we can all be proud of.

May 2024

Shuichi Ishibashi
Member of the Board
Global CEO and Representative Executive Officer

12024 Report on the Corporate Governance Code
1. Changes in Corporate Governance and Our Governance Structure(As of May 2024)
An overview of the development and current structure of Bridgestone’s corporate
governance are shown diagrammatically here in (1) changes in the corporate governanceand (2) corporate governance structure.

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2

2. About This Year’s Report
This year’s report (released in May 2024) outlines the status of enhancement andimprovement efforts since the previous revisions announced by the Company in May
2023. The key enhancements are listed as follows:

Our m a i n imp rovements since previous report（1 ） Formulating Mid Term Business Plan (2024-2026)

Principl es of J apan’ s
Corporate Governance Code




（2） Investing in human capital




（3） Results of the board effectiveness evaluation in 2023

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3. Current Status of Our Enhancement and Improvement Efforts Reported in
Accordance with Japan’s Corporate Governance Code

Section 1: Securing the Rights and Equal Treatment of Shareholders
General Principle 1
Companies should take appropriate measures to fully secure shareholder rights and develop
an environment in which shareholders can exercise their rights appropriately and effectively.
In addition, companies should secure effective equal treatment of shareholders.
Given their particular sensitivities, adequate consideration should be given to the issues
and concerns of minority shareholders and foreign shareholders for the effective exercise ofshareholder rights and effective equal treatment of shareholders.

The Company recognizes that it is essential for the sustainable development of thebusiness to collaborate with various stakeholders and that our shareholders constituteour primary stakeholder. Based on this understanding, the Company strives to develop
an environment wherein shareholders can adequately exercise their rights by providingthem with a wide variety of information in a timely manner and in enhancing theirmeans to exercise their rights.
Moreover, the Company endeavors to secure the rights of minority and foreign
shareholders and thereby seeks to secure the substantive equality of the rights of allshareholders.

Principle 1.1 Securing the Rights of Shareholders
Companies should take appropriate measures to fully secure shareholder rights, including
voting rights at the general shareholder meeting.

The Company endeavors to ensure the rights of shareholders by managing operations
in order to ensure timely disclosure of not only statutory disclosure documents but alsoof other information in both Japanese and English, by conducting the Annual General
Shareholders’ Meeting in a manner such that the voting rights of all shareholders canbe exercised effectively, and by ensuring adequate time and opportunity for dialogue
between management and shareholders.

Supplementary Principle 1.1.1
When the board recognizes that a considerable number of votes have been cast against
a proposal by the company and the proposal was approved, it should analyze the reasons
behind opposing votes and why many shareholders opposed, and should consider the need forshareholder dialogue and other measures.

4

Based upon the understanding that the Annual General Shareholders’ Meetingis the Company’s highest decision-making body, the Company takes the results ofshareholders’ execution of their voting rights as an important indication of their intent.
The Board of Directors therefore formally analyses the reasons and causes for proposals
where the total votes in opposition exceed 20%.

Supplementary Principle 1.1.2
When proposing to shareholders that certain powers of the shareholders’ meeting bedelegated to the board, companies should consider whether the board is adequately constituted
to fulfill its corporate governance roles and responsibilities. If a company determines that theboard is indeed adequately constituted, then it should recognize that such delegation may bedesirable from the perspectives of agile decision-making and expertise in business judgment.

In order to further promote the separation between the executive and supervisory
functions and further strengthen the supervisory role of the board, the Company
has adopted the “Company with Nominating Committee, etc.” model of corporate
governance. Moreover, in addition to establishing the committees legally required
under this model, the Company has established a Governance Committee comprised
entirely of Independent External Directors, all of whom meet the Company’s benchmark
for independence (hereinafter referred to as“Independent Directors”). The GovernanceCommittee serves as an advisory body to the Board of Directors with the objective ofensuring that the Company maintains the structures and processes needed to ensure
appropriate levels of governance.
The Articles of Incorporation currently stipulate that the Board of Directors is
responsible for decisions such as determining the level of interim dividend payouts. In
the event of further such delegations of authority by the General Shareholders’ Meeting
to the Board of Directors, the Company will continue to enhance its structures andprocedures of governance in order to discharge these responsibilities while ensuring thenecessary levels of expertise in, and timeliness of, its decision making.

Supplementary Principle 1.1.3
Given the importance of shareholder rights, companies should ensure that the exercise ofshareholder rights is not impeded. In particular, adequate consideration should be given to thespecial rights that are recognized for minority shareholders with respect to companies and theirofficers, including the right to seek an injunction against illegal activities or the right to file ashareholder lawsuit, since the exercise of these rights tend to be prone to issues and concerns.

The Company has established “Share Handling Regulations,” which formally stipulate
procedures for the exercising of the rights of minority shareholders and any otherprocedures regarding shares to ensure that shareholders are able to exercise their rights
in full.

5

Principle 1.2 Exercise of Shareholder Rights at General Shareholder Meetings
Companies should recognize that general shareholder meetings are an opportunity forconstructive dialogue with shareholders, and should therefore take appropriate measures toensure the exercise of shareholder rights at such meetings.

The Company designates Global CEO, the Representative Executive Officer, as thechairperson of the General Shareholders’ Meeting from the perspective of continuously
enriching the quality of dialogue with shareholders at the Meeting. In addition, theCompany has and will continue to make every effort to take appropriate measures
to ensure that shareholders are able to exercise their rights at the Meeting. These
measures include providing information that contributes to appropriate decisions byshareholders for the Meeting, early disclosure of the materials for the Meeting, avoiding
the “peak period” for holding the Meeting in Japan, providing an online voting platform,
and providing information in English.

Supplementary Principle 1.2.1
Companies should provide accurate information to shareholders as necessary in order tofacilitate appropriate decision-making at general shareholder meetings.

The Company has long endeavored to provide clear and relevant information in the
General Shareholder’s Meeting materials that contributes to shareholder decisions inlight of shareholder requests. This includes providing information regarding transitions
in dividends and earnings forecasts, attendance at board meetings and statutory
committees for all candidates for board membership, “Guidelines for Determining
the Independence of Board Members,” “Nominating Policy for the candidates forappointment to the Board,” and topics related to the Company’s business strategy andits progress.

Supplementary Principle 1.2.2
While ensuring the accuracy of content, companies should strive to send convening notices
for general shareholder meetings early enough to give shareholders sufficient time toconsider the agenda. During the period between the board approval of convening the generalshareholder meeting and sending the convening notice, information included in the convening
notice should be disclosed by electronic means such as through TDnet¹ or on the company’s
website.
¹ TDnet: The Tokyo Stock Exchange operates a real-time internet service (Timely Disclosure network) which
distributes the information provided by listed companies on a timely basis in accordance with its listing rules.

The Company strives to ensure adequate time for deliberation of the General
Shareholders’ Meeting agenda items by disclosing materials for the Meeting through6

its corporate website, etc. and sending statutory documents as early as possible and inadvance of the deadline prescribed by the Companies Act in Japan.

Supplementary Principle 1.2.3
The determination of the date of the general shareholder meeting and any associateddates should be made in consideration of facilitating sufficient constructive dialogue withshareholders and ensuring the accuracy of information necessary for such dialogue.

The Company strives to promote the accessibility of the General Shareholders’Meeting by measures including avoiding the “peak period” for holding the Meeting inJapan.

Supplementary Principle 1.2.4
Bearing in mind the number of institutional and foreign shareholders, companies should takesteps for the creation of an infrastructure allowing electronic voting, including the use of theElectronic Voting Platform, and the provision of English translations of the convening notices ofgeneral shareholder meeting. In particular, companies listed on the Prime Market should makethe Electronic Voting Platform available, at least to institutional investors.

The Company regularly monitors the ratio of corporate share ownership byinstitutional investors and overseas investors. In order to better accommodate theneeds of its many investors, the Company makes an Electronic Voting Platform available
and provides statutory documents in English on its corporate website, along with a wide
range of other material and data for investors in English.

Supplementary Principle 1.2.5
In order to prepare for cases where institutional investors who hold shares in street nameexpress an interest in advance of the general shareholder meeting in attending the generalshareholder meeting or exercising voting rights, companies should work with the trust bank(shintaku ginko) and/or custodial institutions to consider such possibility.

The Articles of Incorporation of the Company restricts the exercise of voting rights at
Annual General Shareholders’ Meetings to nominee shareholders or their proxies.
In consultation with the trust bank which manages the shareholders’ registry as theagent of the Company, and taking into consideration both domestic and international
implications, legal obligations, social trends and operational issues, the Company willcontinue to monitor the situation regarding the attendance of investors who are notregistered on the shareholders’ registry.

7

Principle 1.3 Basic Strategy for Capital Policy
Because capital policy may have a significant effect on shareholder returns, companies should
explain their basic strategy with respect to their capital policy.

The Company, in full recognition of the importance of the interests of shareholders,aims to strengthen the foundations of the business in order to promote future growth.
In regard to distributing profit to shareholders, the Company prioritizes the realizationof sustainable growth and the enhancement of corporate value through strategic
growth investments to strengthen earning power, focus on creating value and building
its sustainable premium brand in accordance with the “Long Term Strategic Aspiration”
as a roadmap toward 2030. This also contributes to maintaining an appropriate financial
position and enhancing shareholder returns. In overall consideration of quarterly
business performance, current financial position, mid-term profitability forecasts,
investment plans and cash flow, the Company strives to meet shareholder expectations
for returns by striving to increase the amount of dividends in a stable and continuous
manner through sustainable enhancement of corporate value, with a consolidated
payout ratio of 40%. In addition, the Company states, in its “Long Term Strategic
Aspiration,” that the Company is aiming to gradually raise the payout ratio to the levelof 50% by 2030. The Company will comprehensively assess financial soundness and theenhancement of shareholder returns, and actively consider the acquisition of treasury
stock while prioritizing sustainable growth and corporate value enhancement throughstrategic growth investments.

Principle 1.4 Cross-Shareholdings
When companies hold shares of other listed companies as cross-shareholdings², they should
disclose their policy with respect to doing so, including their policies regarding the reductionof cross-shareholdings. In addition, the board should annually assess whether or not to holdeach individual cross-shareholding, specifically examining whether the purpose is appropriate
and whether the benefits and risks from each holding cover the company’s cost of capital. The
results of this assessment should be disclosed.
Companies should establish and disclose specific standards with respect to the voting rights
as to their cross-shareholdings, and vote in accordance with the standards.
² Cross-shareholding: There are cases where listed companies hold the shares of other listed companies
for reasons other than pure investment purposes, for example, to strengthen business relationships. Crossshareholdings here include not only mutual shareholdings but also unilateral ones.

The Company maintains a policy whereby it will not hold shares in other companies
other than those which are of strategic importance; that is, necessary to maintain orenhance business partnerships, or contribute to business profitability. The Company
maintains a policy whereby it will not hold shares outside the scope of this definition. As

8part of this policy, the rationality of, and need to maintain, any such strategic holdings
including stock brands, number of shares held, and the proportion of cross-shareholdings,
and other related issues must be assessed by the Board of Directors on an annual
basis. The executive officers comprehensively judge the rationality of holding shares inaccordance with the policy, considering the quantitative evaluation results regarding the
economic rationality considering the cost of capital for each individual shareholding. As
a result of the verification, the Company is proceeding to reduce the number of shares it
deems unreasonable to hold at the appropriate time.
In exercising its voting rights regarding cross-shareholdings, the Company will consider
the content of proposals in terms of the investment strategy as approved by the Boardin addition to their overall impact on enhancing profitability and sustainable businessgrowth, corporate governance and shareholder return and then take proper action.

Supplementary Principle 1.4.1
When cross-shareholders (i.e., shareholders who hold a company’s shares for the purpose ofcross-shareholding) indicate their intention to sell their shares, companies should not hinder
the sale of the cross-held shares by, for instance, implying a possible reduction of business
transactions.

When a publicly traded company that cross-holds Bridgestone shares (as crossshareholdings) indicates an intention to divest itself of any such cross-held shares, theCompany in no way hinders such companies from taking such action.

Supplementary Principle 1.4.2
Companies should not engage in transactions with cross-shareholders which may harm theinterests of the companies or the common interests of their shareholders by, for instance,
continuing the transactions without carefully examining the underlying economic rationale.

The Company engages in no transactions that harm or impair the interests ofcompanies that cross-hold shares of the Company (cross-shareholders), nor doesit engage in any transactions that harm or impair the common interests of theshareholders.

Principle 1.5 Anti-Takeover Measures
Anti-takeover measures must not have any objective associated with entrenchment of the
management or the board. With respect to the adoption or implementation of anti-takeovermeasures, the board should carefully examine their necessity and rationale in light of theirfiduciary responsibility to shareholders, ensure appropriate procedures, and provide sufficient
explanation to shareholders.

9

The Company has no anti-takeover measures in place and currently has no plans to
introduce any such measures. Shareholders will be fully informed in advance of thenature and reason for any such measures should they be deemed necessary in the
future.

Supplementary Principle 1.5.1
In case of a tender offer, companies should clearly explain the position of the board, including
any counteroffers, and should not take measures that would frustrate shareholder rights to sell
their shares in response to the tender offer.

In any instance where the shares of the Company are made the target of a tender offer
bid the Board of Directors will clearly convey its position on such bid to its shareholders
and will not act in such a manner as to interfere improperly with any shareholder in theexercising of their rights to accept any such offer.

Principle 1.6 Capital Policy that May Harm Shareholder Interests
With respect to a company’s capital policy that results in the change of control or in significant
dilution, including share offerings and management buyouts, the board should, in order not to
unfairly harm the existing shareholders’ interests, carefully examine the necessity and rationale
from the perspective of their fiduciary responsibility to shareholders, should ensure appropriate
procedures, and provide sufficient explanation to shareholders.

After due consideration by the Board of Directors and in accordance with appropriate
procedures, the Company will provide shareholders with explanations of the rationality
and need for any changes in capital policies that would result either in changes ofcontrol or significant dilution.

Principle 1.7 Related Party Transactions
When a company engages in transactions with its directors or major shareholders (i.e., related
party transactions), in order to ensure that such transactions do not harm the interests of thecompany or the common interests of its shareholders and prevent any concerns with respect
to such harm, the board should establish appropriate procedures beforehand in proportion to
the importance and characteristics of the transaction. In addition to their use by the board inapproving and monitoring such transactions, these procedures should be disclosed.

In accordance with its Regulations of the Board of Directors, the Company requiresthat any transactions between Directors and Executive Officers and the Company or
its subsidiaries, and any transactions with other corporations which may constitute a
conflict of interest with the Company, must be authorized in advance and subsequently

10monitored by the Board of Directors.
The Regulations also stipulate that Directors obtain prior approval for any transactions
with entities that hold 5% or more of the Company’s total shares.
In addition, any such approved transactions are reported to the Board of Directors on
an annual basis.

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Section 2: Appropriate Cooperation with Stakeholders Other Than
Shareholders
General Principle 2
Companies should fully recognize that their sustainable growth and the creation of midto long-term corporate value are brought about as a result of the provision of resources andcontributions made by a range of stakeholders, including employees, customers, business
partners, creditors and local communities. As such, companies should endeavor to appropriately
cooperate with these stakeholders.
The board and the management should exercise their leadership in establishing a corporate
culture where the rights and positions of stakeholders are respected and sound business ethics
are ensured.

In order to ensure sustainable growth and corporate value creation over the mid tolong term, in awareness of the necessity to maintain appropriate and favorable working
relationships with important stakeholders other than shareholders, such as its various
external partners and communities and other entities that constitute irreplaceable
assets, the Company, while locating sustainability at the core of management, actively
participates in group-wide CSR activities including respect for DE&I (Diversity, Equity andInclusion), aimed at the promotion of sustainability.
Moreover, under the leadership of the Board and Corporate Management, eachindividual officer and employee of the Company is encouraged to act in accordance withthe “Bridgestone Essence” [the statement of the Company Principles] in order to createa corporate culture in which the rights and interests of stakeholders are respected andthe highest levels of business ethics are realized.

Principle 2.1 Business Principles as the Foundation of Corporate Value Creation
Over the Mid- to Long-Term
Guided by their position concerning social responsibility, companies should undertake theirbusinesses in order to create value for all stakeholders while increasing corporate value overthe mid- to long-term. To this end, companies should draft and maintain business principles
that will become the basis for such activities.

The Company has encapsulated its corporate philosophy as the Bridgestone
Essence which it takes as the foundation of all corporate activity. Taking the founder’scorporate creed of “Serving Society with Superior Quality” as its unchanging mission,
all officers and employees of the Company are encouraged to embody the four
corporate foundations encapsulated within the Essence: “Seijitsu-Kyocho” [Integrity
and Teamwork], “Shinshu-Dokuso” [Creative Pioneering], “Genbutsu-Genba” [DecisionMaking Based on Verified On-Site Observations] and “Jukuryo-Danko” [Decisive Action
after Thorough Planning] in their everyday activities.

12

Moreover, in order to enhance the creation of corporate value in the long-term,
based upon the Bridgestone Essence while incorporating the Mission Statements on
Safety, Quality and the Environment as a core of management throughout the Company
group, the Company has established a corporate commitment, the “Bridgestone E8
Commitment,” which will serve as the axis to drive management while earning thetrust of future generations. The Company also formulates and implements the Mid-Long
Term Business Strategy, the “2030 Long Term Strategic Aspiration,” a vision of what theCompany aims to achieve as it moves forwards to its 100th anniversary in 2031, and thethree year Mid Term Business Plan, which details the specific goals and actions to betaken in order to provide value to our customers and society in a sustainable manner.

Principle 2.2 Code of Conduct
Companies should draft and implement a code of conduct for employees in order toexpress their values with respect to appropriate cooperation with and serving the interestsof stakeholders and carrying out sound and ethical business activities. The board should be
responsible for drafting and revising the code of conduct, and should ensure its compliancebroadly across the organization, including the front line of domestic and global operations.

To fulfil its responsibilities to all its stakeholders, the Company has updated its
Corporate Philosophy. The Company has revised its Corporate Philosophy to include its
Mission Statements on Safety, Quality and the Environment and established a corporate
commitment entitled the “Bridgestone E8 Commitment.” Combined the Corporate
Philosophy and the “Bridgestone E8 Commitment” form the core of the businessthroughout the group and are augmented by global policies including the Global
Sustainable Procurement Policy, the Global Human Rights Policy, and the Bridgestone
Code of Conduct. The Company is currently actively promoting the dissemination andimplementation of this Philosophy and commitment throughout its global operations.
Positioned 2020 as the first year of the “Third Foundation” (or Bridgestone 3.0),
the Group continues evolving in order to achieve its stated vision of: “Toward 2050,
Bridgestone continues to provide social value and customer value as a sustainable
solutions company.” The Bridgestone E8 Commitment, our corporate commitment
comprises of eight values each starting with the letter “E” that combined encapsulate
the unique goals and processes by which Bridgestone is committed to work together
with our employees, partners, customers and communities in the co-creation of asustainable future. (https://www.bridgestone.com/corporate/strategy/commitment/).
The Bridgestone E8 Commitment is the core on which we will manage our business inorder to earn the trust of future generations, and a guideline as the Company seeks toassume its responsibilities and, in close collaboration with its stakeholders, realize evergreater contributions to a sustainable society.
The “Bridgestone Code of Conduct” (https://www.bridgestone.com/responsibilities/
code/), which applies to the entire Company group, provides basic ideas on ethical13and compliance issues that our employees may face in their daily work, and explainsin a clear and easy to understand manner what actions they should or should not takeas employees of the Company group. This Code of Conduct is also actively utilized byour employees. The Company will continue to strengthen its efforts by incorporating
sustainability initiatives, including Ethics and Compliance, into our Mid Term Business
Plan.
More information regarding sustainability including Ethics and Compliance is available
on the corporate website: https://www.bridgestone.com/responsibilities/index.html

Supplementary Principle 2.2.1
The board should review regularly (or where appropriate) whether or not the code of conduct
is being widely implemented. The review should focus on the substantive assessment of
whether the company’s corporate culture truly embraces the intent and spirit of the code of
conduct, and not solely on the form of implementation and compliance.

The Board of Directors is regularly apprised of the Company’s plans regarding theactivities for sustainability and Ethics and Compliance and formally monitors andevaluates their progress. The Board of Directors also discusses the Company’s corporate
culture.

Principle 2.3 Sustainability Issues, Including Social and Environmental Matters
Companies should take appropriate measures to address sustainability issues, including socialand environmental matters.

In accordance with its mission of “Serving Society with Superior Quality” the Company
considers it important that it not only generates profits, but also contributes to society
as a whole. As the global leader in the industry, the Company strives to achieve ongoinggrowth as a business while taking responsibility for the future and contributing to thedevelopment of a sustainable society through the solution of social issues.
Based upon this approach, the Company seeks not only to act in compliance with therules and social norms that form the basis of a corporation’s foundation but by applying
its strengths and distinctiveness as a group, and through the application of advanced
technologies and innovation and the co-creation of value together with a wide rangeof partners, and by enabling safe, secure and comfortable mobility and lifestyles ofindividuals and creating a positive impact on the world by contributing towards therealization of a sustainable society.
More information regarding this approach to sustainability is available on thecorporate website (https://www.bridgestone.com/responsibilities/index.html).

14

Supplementary Principle 2.3.1
The board should recognize that dealing with sustainability issues, such as taking careof climate change and other global environmental issues, respect of human rights, fair
and appropriate treatment of the workforce including caring for their health and working
environment, fair and reasonable transactions with suppliers, and crisis management for natural
disasters, are important management issues that can lead to earning opportunities as well as
risk mitigation, and should further consider addressing these matters positively and proactively
in terms of increasing corporate value over the mid-to long-term.

The Company understands the expectations from and roles for society andstakeholders, and is developing the management fundamentals for value creation
by recognizing risks more proactively and implementing action for their resolution.
The Company realizes that sustainability, including business continuity (BCP) and risk
management (including climate change risks), human rights, occupational health andsafety, and sustainable procurement, are critical issues for its survival as a business andthat they can also represent business opportunities for its growth. The Company has
been actively engaged in their promotion on a global basis.
The Company supports the Task Force on Climate-related Financial Disclosure (TCFD)
and its recommendations and have also participated in the Task Force on Naturerelated Financial Disclosures (TNFD) Forum since March 2022. In line with the framework
recommended by TCFD and TNFD, the Company is working to integrally recognize risks
and opportunities from climate change and natural capital losses and reflect them inour business strategies. With reference to these risks and opportunities, the Company
has formulated a mid-term target to promote carbon neutrality, the circular economy,
and a nature positive world, and is working to reduce CO2 emissions, and other related
factors. At the same time, the Company is also working to reduce CO2 emissions and theimpact of various environmental burdens on natural capital throughout the value chain
by promoting activities to reduce water-related risks, improve productivity in the natural
rubber business, and diversify the sources of natural rubber.
In order to promote sustainable procurement, in accordance with the requirementsof the Global Platform for Sustainable Natural Rubber (GPSNR) and expectations fromstakeholders, in September 2021 the Company revised and implemented its “Global
Sustainability Procurement Policy” (https://www.bridgestone.com/responsibilities/
social/procurement/index.html), which was originally formulated in February 2018.
This policy stipulates expectations for suppliers to promote a carbon-neutral supply
chain and items related to environmentally conscious procurement and respect forhuman rights, and applies to suppliers globally. Since the establishment of this policy,
the Company group has continued its efforts to communicate with suppliers aroundthe world in order to promote a better understanding of the procurement policy. As a
global leading company in the tire and rubber industry, the Company group is striving
to realize sustainability throughout the entire value chain, focusing on the sustainable15

procurement of natural rubber.
The Board of Directors is regularly apprised of the Company’s plans regarding
sustainability activities for sustainability including CSR and Ethics and Compliance andformally monitors and evaluates their progress.
More information regarding human rights, fair and appropriate treatment of
the workforce including caring for their health and working environment, fair andreasonable transactions with suppliers, and crisis management for natural disasters isavailable on the Company website(https://www.bridgestone.com/responsibilities/index.html).
The Company will continue to engage in activities related to these core issues
throughout its organization as it endeavors to respond to the expectations and demandsof its stakeholders.

Principle 2.4 Ensuring Diversity, Including Active Participation of Women
Companies should recognize that the existence of diverse perspectives and values reflecting
a variety of experiences, skills and characteristics is a strength that supports their sustainablegrowth. As such, companies should promote diversity of personnel, including the active
participation of women.

The Company has instituted the “Bridgestone Group Global Human Rights Policy”(https://www.bridgestone.com/responsibilities/social/human_rights/index.html),
one of the purposes of which is to provide a workplace environment wherein people
expressing different values and individuality may work and grow on a global basis. This
policy puts a system in place in which the Company group understands and respects
differences in cultures and customs, empathizes with ideas from diverse perspectives,
aims to create new value, and is accelerating various initiatives aimed to enable diverse
human resources to excel by promoting the spread of individual success and confidence.
Through these initiatives, the Company group aims to enable employees at different life
stages to feel secure in their work, and nurtures and develops each individual’s abilities.

Supplementary Principle 2.4.1
Companies should present their policies and voluntary and measurable goals for ensuring
diversity in the promotion to core human resources, such as the promotion of women, foreign
nationals and midcareer hires to middle managerial positions, as well as disclosing their status.
In addition, in light of the importance of human resource strategies for increasing corporate
value over the mid-to long-term, companies should present its policies for human resource
development and internal environment development to ensure diversity, as well as the statusof their implementation.

The Company group strives to enhance corporate value by creating added value that16is aligned with its business strategy. At the same time, the Company group engages
in various initiatives in its efforts to achieve sustainable growth with its sights set on
maximizing added value and enhancing productivity and creativity (Talent Creativity)of every employee as the axis of its talent strategy, aimed to enable diverse humanresources to excel by promoting the spread of individual success and confidence. The
Company group promotes appropriate information sharing on implementation statusthrough communication with the various stakeholders in addition to disclosure in the
Annual Securities Report and its corporate website, as well as addresses our globallycommon priority items of “Securing Bridgestone-like talent,” “Talent Development,”“Improving Working Environment,” “Creating a place where diverse talent can shine” and“Visualization of Talent and Position.”
Since its founding in 1931, the Company group has a history of valuing diverse talentand globally fostering diversity through the acquisition of Firestone Tire & Rubber
Company in the U.S. in 1988, etc. In an era where change has become commonplace, we
believe that diversity will become increasingly important for the future growth of theCompany group as we aim to be attentive to and supportive of problems encounteredby society and its customers and provide solutions in that regard.
To respect diverse values and promote diversity in decision-making as anorganization, the Company group is focusing on promoting the development andassignment of female leaders. The female percentage of all employees in the Company
group as of December 2023 was 12.2%, and the percentage of female leaders inmanagerial positions and leaders who contribute to the organization with theirindividual knowledge and experience or are in a position to guide the organization’s
day-to-day management objectives was 16.1%.
In Japan, the Company group is enhancing its employee career support for women,such as that of the Program for empowering and supporting female talents towards
appointment to managers, in addition to supporting retention of female employees ina manner that enables them to continue working in a manner suited to their individual
circumstances in alignment with their diverse life stage, in part by strengthening
recruitment of female employees, retaining and empowering them to achieve theirwork-life balance, and introducing a FemTech program (https://www.bridgestone.com/
responsibilities/social/human_rights/diversity/index.html). Also, the Company has
developed a General Employer Action Plan in response to the amendment of Japan’s Act
on the Promotion of Women’s Active Engagement in Professional Life in 2019. As partof the plan, the Company has set a measurable goal of increasing the percentage offemale managers*¹ to 7.5% by the end of 2025. As of December 2023, this percentage
stands at 4.3%, and the Company continues to work towards this goal. The Company’s
General Employer Action Plan and related information are disclosed on Japan’s Ministryof Health, Labor and Welfare’s website(https://positive-ryouritsu.mhlw.go.jp/positivedb/detail?id=481).
The Company group is developing human resources on a global scale, including

17

promotion to management positions regardless of nationality or employment system(new graduates or mid-career). The Global Executive Committee (Global EXCO)*²,
which is positioned as the group’s highest global level executive body overseeing its
business strategy and execution, is comprised of six foreign nationals out of a total of
twelve members and shows the group’s respect for the inclusion of diverse perspectives
and values in management decision-making. In addition, under the Global EXCO, acommittee consisting of global members, including foreign nationals, is working asa global cross-functional committee. In terms of mid-career hires, the Company hires
mid-career talents with extensive and abundant experience and specialist knowledge toadapt to the talent needs of the changing business environment.
The Company group’s efforts to ensure diversity (the status of various initiatives andnumbers etc.) is disclosed in the Annual Securities Report and its corporate website.
More information on DE&I, supporting the empowerment of females (planned to be
updated in June 2024): https://www.bridgestone.com/responsibilities/social/human_rights/diversity/index.html
More information on employment status (planned to be updated in June 2024) :https://www.bridgestone.com/responsibilities/social/human_rights/employment/
index.html*1: Managers of the Company are line managers, specialists and coordinators.
*2: The Global EXCO is positioned as the group's highest global level executive body overseeing businessstrategies and business execution. It is chaired by the Global CEO and comprised of executive officers andthose responsible for key businesses and functions.

Principle 2.5 Whistleblowing
Companies should establish an appropriate framework for whistleblowing such that
employees can report illegal or inappropriate behavior, disclosures, or any other serious
concerns without fear of suffering from disadvantageous treatment. Also, the framework should
allow for an objective assessment and appropriate response to the reported issues, and theboard should be responsible for both establishing this framework, and ensuring and monitoring
its enforcement.

The Company has established hotlines for whistleblowing (known as the “BridgeLine”)
for all group companies and has established Cartel Related Activity Reporting Hotlines
and Bribery and related Activity Reporting Hotlines for domestic group companies. The
Company has promoted the usage of these Hotlines through awareness campaigns,
both online using the corporate intranet and throughout facilities by informational
posters. Hotline usage rates and the issues thereby identified are reported to the Boardof Directors through the Audit Committee on a regular basis.

18

Supplementary Principle 2.5.1
As a part of establishing a framework for whistleblowing, companies should establish a pointof contact that is independent of the management (for example, a panel consisting of outside
directors³).
In addition, rules should be established to secure the confidentiality of the information
provider and prohibit any disadvantageous treatment.
³ Outside director: A director who satisfies certain requirements such as not holding specific positions, including
the position of executive director, in the company or its subsidiaries (Article 2, Paragraph 15 of the Companies
Act). Furthermore, matters such as not holding a specific position in the parent company or other subsidiaries
and not having specific kinship ties with controlling shareholders will be also required for outside directors after
the 2014 amendments to the Companies Act.

The Company has established hotlines for whistleblowing (the “BridgeLine”) for allgroup companies, as well as Cartel Related Activity Reporting Hotlines and Bribery
and related Activity Reporting Hotlines for domestic group companies, as a framework
to enable whistleblowing. The BridgeLine, Cartel Related Activity Reporting Hotlines
and Bribery and related Activity Reporting Hotlines are operated independently of
the Company by external lawyers or independent third party organizations. The
Company has also created formal rules and guidelines including the “Bridgestone Codeof Conduct” (https://www.bridgestone.com/responsibilities/code/) to ensure thefair treatment and privacy protection of all employees using these hotlines or acting
otherwise as whistleblowers.

Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
Because the management of corporate pension funds impacts stable asset formation for
employees and companies’ own financial standing , companies should take and disclose
measures to improve human resources and operational practices, such as the recruitment or
assignment of qualified persons, in order to increase the investment management expertiseof corporate pension funds (including stewardship activities such as monitoring the asset
managers of corporate pension funds), thus making sure that corporate pension funds performtheir roles as asset owners. Companies should ensure that conflicts of interest which could arise
between pension fund beneficiaries and companies are appropriately managed.

Bridgestone Corporate Pension Fund appoints fund management organizations
based upon an evaluation of their stewardship record. The exercise of voting rights isleft entirely to the discretion of the organization appointed to manage the Fund. The
Company supports the Fund by appointing qualified personnel from either within or
outside the Company to serve as officers of the Fund, and has established a Pension
Fund Oversight Council staffed by appropriately qualified personnel to monitor the
management of the Fund. The Board of Directors receives reports on these measuresand reviews their status.

19

Section 3: Ensuring Appropriate Information Disclosure andTransparency

General Principle 3
Companies should appropriately make information disclosure in compliance with the relevantlaws and regulations, but should also strive to actively provide information beyond that requiredby law.This includes both financial information, such as financial standing and operating
results, and non-financial information, such as business strategies and business issues, risk andgovernance.
The board should recognize that disclosed information will serve as the basis for constructive
dialogue with shareholders, and therefore ensure that such information, particularly nonfinancial information, is accurate, clear and useful.

The Company, in addition to making appropriate disclosures of financial information,
including financial standing and operating results and non-financial information,
including business strategies, issues, risk, and corporate governance in compliance with
relevant laws and regulations, in order to promote the transparency and impartialityof its decision making processes and effective corporate governance also strives todisclose information deemed appropriate even in the absence of legal obligations to doso.
The Company intends to continue to enhance the disclosure of information with thehighest possible levels of accuracy and usability on its corporate website.

Principle 3.1 Full Disclosure
In addition to making information disclosure in compliance with relevant laws andregulations, companies should disclose and proactively provide the information listed below(along with the disclosures specified by the principles of the Code) in order to enhancetransparency and fairness in decision-making and ensure effective corporate governance:i) Company objectives (e.g., business principles), business strategies and business plans;ii) Basic views and guidelines on corporate governance based on each of the principles of the Code;iii) Board policies and procedures in determining the remuneration of the senior management anddirectors;iv) Board policies and procedures in the appointment/dismissal of the senior management and thenomination of directors; andv) Explanations with respect to the individual appointments/dismissal and nominations based on iv).

i ) The Company provides open online access to information regarding the Bridgestone
Essence and other Management Fundamentals, Mid-Long Term Business Strategy
and Mid Term Business Plan, and the “2030 Long Term Strategic Aspiration” on thecorporate website as follows. In addition, concerning the Mid Term Business Plan, at
the quarterly financial results review meetings or other appropriate opportunities,

20

the Global CEO reports on progress and developments and the presentationmaterials and video recordings from the session are made available on thecorporate website.
The Bridgestone Essence:https://www.bridgestone.com/corporate/philosophy/index.html
Management Fundamentals
https://www.bridgestone.com/corporate/strategy/index.html
Mid-Long Term Business Strategy, “2030 Long Term Strategic Aspiration” and Mid
Term Business Plan (including the progress update):
https://www.bridgestone.com/ir/library/strategy/ii)

The Company outlines its basic approach and policies for promoting corporate
governance based on each principle of the Corporate Governance Code in the firstparagraph on page 88 of the Bridgestone 3.0 Journey 2023 Integrated Report asshown on the corporate website as follows: https://www.bridgestone.com/ir/
library/integrated_report/index.htmliii) The Compensation Committee’s policies and procedures in determining the
remuneration of members of senior management and Directors are detailed in thePart I Section IV “4. Status of corporate governance” of the Annual Securities Reportfor the 105th Fiscal Period as shown on the corporate website as follows:.
https://www.bridgestone.com/ir/library/securities_report/pdf/e_105.pdfiv) 1. Nominating Policy for the candidates for appointment to the Board
When nominating candidates for Board membership, the Company considers
the character and judgment of each individual, their experience and expertise andtheir level of dedication and commitment to performing the duties expected of amember of the Board.
(1)Members of the Board other than Outside Directors
The Company takes into account the following:•The candidate’s scope of knowledge and experience regarding the businessand its operations.
•The level of the candidate’s ability to formulate business plans and targets
based upon an insightful understanding of the changing business environment.
(2)Outside Directors
The Company takes into account the following:•The candidate’s expertise, experience and ability to make judgments from an
independent perspective.
•The candidate’s absence of connections with the Company that would
undermine their independence from the Company (specifically, their ability to21meet the conditions for independence as set out in the Company’s criteria on
outside directors’ independence).
The Nominating Committee will choose candidates in an appropriate manner inaccordance with fair and transparent guidelines and policies for the election anddismissal of the Members of the Board.
2. Nominating Policy for Executive Officers
When nominating Executive Officers, the Company considers if the candidate
possesses the depth and scope of experience and expertise relevant to thebusiness and the ability to implement business plans and meet performancetargets based upon an insightful understanding of the changing businessenvironment.
The Nominating Committee in accordance with the succession plan of theRepresentative Executive Officer submits proposals as appropriate for election
and dismissal to the Board of Directors.
The Nominating Committee also deliberates the validity of proposals for theelection and dismissal of candidates for positions as Executive Officers other thanv)

Representative Executive Officers.
The Company states the reason for nomination, summary of career to date and a listof important posts concurrently served in other corporations or organizations foreach candidate for nomination to Board membership in the materials for the Annual
General Shareholders’ Meeting, Business Report and Annual Securities Report.
The current appointment/dismissal status of Executive Officers is outlined in theBusiness Report and Annual Securities Report.

Supplementary Principle 3.1.1
These disclosures, including disclosures in compliance with relevant laws and regulations,should add value for investors, and the board should ensure that information is not boiler-plateor lacking in detail.

The Company makes every effort to ensure that information is disclosed in a manner
which is both easily understandable and of benefit to stakeholders.

Supplementary Principle 3.1.2
Bearing in mind the number of foreign shareholders, companies should, to the extent
reasonable, take steps for providing English language disclosures.
In particular, companies listed on the Prime Market should disclose and provide necessary
information in their disclosure documents in English.

The Company regularly monitors the ratio of corporate share ownership by22

institutional investors and overseas investors. To better accommodate the needs of its
many investors, the Company provides English translations of its Integrated Report,
Consolidated Financial Statement, Annual Securities Report, and materials for Annual
General Shareholders’ Meeting on its corporate website. In addition, the Company
provides the video of quarterly financial performance review meetings with English
voice-over on its corporate website.

Supplementary Principle 3.1.3
Companies should appropriately disclose their initiatives on sustainability when disclosing
their management strategies. They should also provide information on investments in humancapital and intellectual properties in an understandable and specific manner, while being
conscious of the consistency with their own management strategies and issues.
In particular, companies listed on the Prime Market should collect and analyze the necessary
data on the impact of climate change-related risks and earning opportunities on their businessactivities and profits, and enhance the quality and quantity of disclosure based on the TCFD
recommendations, which are an internationally well-established disclosure framework, or anequivalent framework.

Since 2022, the Company has published information on our approach towards
sustainability and related initiatives as the “Bridgestone 3.0 Journey Report (Integrated
Report),” that comprehensively reports on our value creation story (this report had
been published as the “Sustainability Report” until 2021). The Reporting Principles andDisclosures of the Global Reporting Initiative (GRI) Standards, as well as the International
Integrated Reporting Framework (IIRC) have been referenced in the Sustainability
Report.
Investment in human capital is one of the key elements in the Mid-Long TermBusiness Strategy and Mid Term Business Plan (2024-2026), and the Group is making
strategic investments to transform and create a structure that supports sustainablegrowth. In particular, in 2024, the first year of the Mid Term Business Plan (2024-2026),
we will "Create good business quality" in the business shaping scenario. Specifically,
the company is working to improve the productivity and creativity of each and every
one of our human resources (talent creativity improvement), maximize added value
and develop the environment necessary to achieve this, with the improvement ofmanagement and operational quality as our top priority.
As for the development of next-generation management talent, in 2020, theCompany group introduced the “BRIDGESTONE NEXT 100,” a program to develop thenext generation management leaders, as well as promoting leadership developmentin each region. In this program, the Company group nominates approximately 100
employees (Japan: 30, Americas: 30, Europe: 20, Asia: 20) globally each year and havethem participate in various management and executive meetings as well as overseas
business school training programs.
In Japan, the Company has been working on HRX (Human Resource Management
Transformation) as a key management issue since 2020, and is implementing it on

23

a step by step basis through a PDCA cycle, including a job-based work organization
with clear demarcations of roles and decision-making authority, developing digitaltalent through methods including industry-academic collaborations, and clarificationof expectations for talents required to achieve the business strategies. The Company
is also engaged in the transformation of its human resource management system andcorporate culture by accelerating the implementation of talent development investment
and measures to motivate individuals to take on challenges and create value, thereby
ensuring that the growth of the Company and that of each and every employee go handin hand. To promote talent strategies aligned with the business strategy, the Company
group, in recognition of the importance of talent and organizational development forrealizing its strategic goals, advances various initiatives and provides information on
investments in this field on its website.
Intellectual properties are considered a critical management resource. The Company
manages the use of intellectual property based on internal communication using
the intellectual property management on a day-to-day business. The Company isstrategically utilizing intellectual properties, which have been fostered primarily throughtire manufacturing, by strategically mixing intellectual property including knowledge,know-how and patents, in aiming to create synergistic effects (Bridgestone’s intellectual
property mix strategy) and business models which enable the transformation of bigdata into a source of business value. The Company is continuously enhancing strategicand efficient intellectual property investment governance structure through evaluationof intellectual property investment and assessment of asset value (expectation value)
contributing to future business. The details of investment in intellectual property will be
disclosed in the Integrated Report 2024 (scheduled to be published in June 2024).
https://www.bridgestone.com/ir/library/integrated_report/
Regarding the disclosure of climate change risks, etc, the Company supports the Task
Force on Climate-related Financial Disclosure (TCFD) and have also participated in the
Task Force on Nature-related Financial Disclosures (TNFD) Forum since March 2022. Inline with the framework recommended by TCFD and TNFD, the Company is working tointegrally recognize risks and opportunities from climate change and natural capital
losses and reflect them in our business strategies. With reference to these risks andopportunities, the Company formulated a mid-term target for carbon neutralization,
circular economy, and nature positive world, and is working to reduce CO2 emissions,etc. At the same time, the Company is also working to reduce CO2 emissions and theimpact of various environmental burdens on natural capital throughout its value chain
by promoting activities to reduce water-related risks, improve productivity in thenatural rubber business, and diversify its sources of natural rubber. The TCFD and TNFD
recommended disclosure information is available on our corporate website(TCFD and TNFD Index: https://www.bridgestone.com/responsibilities/tcfd/index.
html). In addition, the Company’s mid-term target for sustainability is described in“Sustainability activities and value creation” in Part 2: 24MBP Business shaping scenario
of our Mid Term Business Plan (2024-2026), announced in March 2024.

24

Principle 3.2 External Auditors
External auditors and companies should recognize the responsibility that external auditors
owe toward shareholders and investors, and take appropriate steps to secure the proper
execution of audits.

The Company recognizes that the external accounting auditors are responsible for
conducting proper accounting audits for the sake of shareholders and investors andtakes appropriate measures to ensure proper audits by the external accounting auditors,
including the matters described in the sections corresponding to the Supplementary
Principles below.

Supplementary Principle 3.2.1
The audit committee should, at minimum, ensure the following:i) Establish standards for the appropriate selection of external auditor candidates and proper
evaluation of external auditors; andii) Verify whether external auditors possess necessary independence and expertise to fulfill
their responsibilities.

i)

ii)

The Audit Committee has established standards for the appointment and evaluationof External Accounting Auditors. In consideration of the number of years that theindependent auditor has audited the Company and the rotation system of auditing
firms in other countries, the Company changed its independent auditor to KPMG
AZSA LLC by the resolution of the Annual Shareholders’ Meeting held on March 28th
2023.
The Audit Committee, in accordance with these standards, (1) monitors the External
Accounting Auditor’s performance of its duties, (2) monitors the content andcompensation for non-auditing duties entrusted to the External Accounting Auditors
by the Audit Committee, and (3) receives reports regarding the quality management
systems of the External Accounting Auditors in order to verify their impartiality andprofessional qualifications.

25

Supplementary Principle 3.2.2
The board and the audit committee should, at minimum, ensure the following:i) Give adequate time to ensure high quality audits;ii) Ensure that external auditors have access, such as via interviews, to the senior management
including the CEO and the CFO;iii)Ensure adequate coordination between external auditors and each member of the audit
committee (including attendance at the audit committee), the internal audit department andoutside directors other than the members of the audit committee; andiv) Ensure that the company is constituted in the way that it can adequately respond to any
misconduct, inadequacies or concerns identified by the external auditors.

i)

The Audit Committee requires that the External Accounting Auditor allocatessufficient time to perform their audits and, by means of receiving reports by theExternal Accounting Auditor on their audit plans, implementing the agreement
procedures for determining the compensation of the External Accounting Auditor,and verifying reports on the results of the audit by the External Accounting Auditor,
ensures that sufficient time is devoted to performing audits and that audits are
performed at the high quality levels required.
ii) In the event that the External Accounting Auditor requests time to meet with the
Global CEO, Joint Global COO and or Global CFO such arrangements and schedulingare made.
iii) 1. Audit Committee
Adequate coordination between the External Accounting Auditor and members of
the Audit Committee is achieved through audit reports by the External Accounting
Auditor at Audit Committee meetings, regular meetings between the External
Accounting Auditor and members of the Audit Committee outside of Audit
Committee meetings, and the attendance of Audit Committee members at site
visits and audit reviews held by the External Accounting Auditor.
2. Internal Audit Division /Independent Directors
Adequate coordination with the Internal Audit Division is achieved by their
participation as observers in Audit Committee meetings where External
Accounting Auditors share information regarding the audit plan and findings, andwith other Independent Directors who do not serve on the Audit Committee via
information provided by the Audit Committee.
iv) In the event the External Accounting Auditor uncovers fraudulent activity andcalls for appropriate countermeasures, or indicates problems or other issues, theCompany will in accordance with the nature of the situation indicated instigate
investigation by the Audit Committee, order reports from executive departments,
provide directors with advice, warnings and or injunctions, report to the Board of
Directors and undertake all measures necessary to identify the cause, rectify andprevent recurrence of the issue identified.

26

Section 4: Responsibilities of the Board

General Principle 4
Given its fiduciary responsibility and accountability to shareholders, in order to promotesustainable corporate growth and the increase of corporate value over the mid-to long-termand enhance earnings power and capital efficiency, the board should appropriately fulfill its
roles and responsibilities, including:(1) Setting the broad direction of corporate strategy;(2) Establishing an environment where appropriate risk-taking by the senior management is
supported; and(3) Carrying out effective oversight of directors and the management (including shikkoyaku4
and so-called shikkoyakuin5) from an independent and objective standpoint.
Such roles and responsibilities should be equally and appropriately fulfilled regardless of theform of corporate organization – i.e., Company with Kansayaku Board (where a part of theseroles and responsibilities are performed by kansayaku and the kansayaku board), Company
with Three Committees (Nomination, Audit and Remuneration) or Company with Supervisory
Committee.
4

Shikkoyaku: According to the Companies Act, Companies with Three Committees (Nomination, Audit andRemuneration) must appoint one or more shikkoyaku from directors or non-directors by a resolution of theboard and delegate business administration to shikkoyaku. Also, authority to make certain kinds of businessdecisions may be delegated to shikkoyaku.

5
Shikkoyakuin: There are cases where a Company with Kansayaku Board or a Company with Supervisory
Committee creates positions with the title of “shikkoyakuin” for persons who are delegated by the board acertain range of discretion regarding business administration. Unlike shikkoyaku in Companies with Three
Committees (Nomination, Audit and Remuneration), shikkoyakuin is not a statutory position.

The Board fulfills its responsibility to promote sustainable corporate growth andenhance corporate value over the mid to long term by the following means:(1) By focusing upon matters related to fundamental policies such as the “Bridgestone
Essence” (the Corporate Philosophy) (including “Bridgestone E8 Commitment”), andupon issues related to the sustained growth and long term value enhancement of theCompany, such as the formulation of mid to long term business strategies, sustainablecorporate growth and related issues, the Board seeks to maintain a separation
between supervisory and executive functions.
(2)In order to facilitate the timely and effective decision making required to implement
the policies and strategies approved by the Board, the Board delegates a certain
degree of authority to the executive.
(3)In addition to the statutory and discretionary committees, the Board also has amajority of independent directors to ensure highly effective supervision from an
objective standpoint.

27

Principle 4.1 Roles and Responsibilities of the Board (1)The board should view the establishment of corporate goals (business principles, etc.) andthe setting of strategic direction as one major aspect of its roles and responsibilities. It should
engage in constructive discussion with respect to specific business strategies and businessplans, and ensure that major operational decisions are based on the company’s strategic
direction.

To fulfill the corporate mission of “Serving Society with Superior Quality,” theCompany has established “The Bridgestone Essence (Corporate Philosophy),”which is one of the key components of the Bridgestone Essence Framework, andunderpinned by four foundations: “Seijitsu-Kyocho [Integrity and Teamwork];” “ShinshuDokuso[Creative Pioneering];” “Genbutsu-Genba [Decision-Making Based on Verified,
On-Site Observations];” and “Jukuryo-Danko [Decisive Action after Thorough Planning].”
Other components of the framework include the Safety Mission Statement, the Quality
Mission Statement, and the Environmental Mission Statement. The Bridgestone Essence
Framework and the corporate commitment “Bridgestone E8 Commitment” are thefundamental policies throughout the group and is supported by a number of global
policies including the Global Sustainable Procurement Policy, the Global Human Rights
Policy, and the Bridgestone Code of Conduct. With its updated and reinforced corporate
governance structure, the Company has set a vision of “continuing to provide social
value and customer value, as a sustainable solutions company towards 2050.”
To achieve the goals outlined above, the Board focuses its deliberations upon criticalissues related to the sustained growth and long term value enhancement of thecorporation, such as the corporate philosophy framework and formulation of the MidLong Term Business Strategy and the monitoring of their achievement. In addition,
the Global Executive Committee (“Global EXCO”)*¹ discusses policies and measures
to address various management issues following the management policies approvedby the Board when making decisions on critical business operations, including theformulation of the Mid Term Business Plan.
*¹:The Global EXCO is positioned as the group’s highest global level executive body overseeing
business strategies and business execution. It is chaired by the Global CEO and comprised of
executive officers and those responsible for key businesses and functions.

28

Supplementary Principle 4.1.1
The board should clearly specify its own decisions as well as both the scope and content of
the matters delegated to the management, and disclose a brief summary thereof.

The Company, in accordance with its Articles of Incorporation and applicable laws,
stipulates in the Regulations of the Board of Directors that the Board of Directors is thehighest decision- making body within the Company. The Board has made continuous
improvements in order to focus more on deliberations concerning business strategy.
Currently the Board determines:
1. the formulation of fundamental management policy;
2. the formulation of group business strategy (Mid-Long Term Business Strategy,
significant business changes from the standpoint of group global operations,investment policy, issuance or guarantee of substantial amounts of borrowingsand debenture bond issues, debt guarantees, others);
3. issues involving personnel matters concerning directors and corporate
officers;
4. issues involving internal control systems; and5. other matters as required by laws and regulations, or by the Articles ofIncorporation.
By delegating authority for the determination of other issues to the business execution
divisions, the Company seeks to implement decision making in a timely manner.

Supplementary Principle 4.1.2
Recognizing that a mid-term business plan (chuuki keiei keikaku) is a commitment toshareholders, the board and the senior management should do their best to achieve the plan.
Should the company fail to deliver on its mid-term business plan, the reasons underlying the
failure of achievement as well as the company’s actions should be fully analyzed, an appropriate
explanation should be given to shareholders, and analytic findings should be reflected in a planfor the ensuing years.

The Company has developed a Mid-Long Term Business Strategy that defines key
principles for group global operations in the mid-long term. Also, the Company has
formulated the “2030 Long Term Strategic Aspiration” as a longer term framework
for the detailed Mid-Long Term Business Strategy and as a roadmap toward its 100th
anniversary in 2031. The Company has developed the Mid Term Business Plan inaccordance with the 2030 Long Term Strategic Aspiration in order to achieve a globally
coordinated business strategy. The Mid Term Business Plan defines specific goals
and activities to be taken over a three year period. The Company subsequentiallyassesses and discusses implications of changes identified in the business environment,
achievement of strategic objectives, and flexibly revises the plan accordingly.
The Company also provides opportunities to explain the contents above throughmeetings with investors and other communication with stakeholders.

29

Supplementary Principle 4.1.3
Based on the company objectives (business principles, etc.) and specific business strategies,
the board should proactively engage in the establishment and implementation of a succession
plan for the CEO and other top executives and appropriately oversee the systematicdevelopment of succession candidates, deploying sufficient time and resources.

Bridgestone adopted the “Company with Nominating Committee, etc.” modelof corporate governance in March 2016. The Board has subsequently delegated to
the Nominating Committee, which is composed solely of independent directors,
the authority to formulate and present proposals regarding the appointment ofRepresentative Executive Officers. The Nominating Committee determines theselection process and qualifications required of potential successors to the position ofRepresentative Executive Officer, assesses the Representative Executive Officer’s own
succession planning, identifies and evaluates candidates through a process of ongoing
discussions of the future strategic directions of the Company with executive officers and
SBU*1 management, and reports periodically to the Board as required.
*1 SBU: Strategic Business Unit
An organizational unit classified by region of business for the purpose of management coordination within the Company group. Currently, the group is divided into six regional units:
BSJP (Japan tire), BSDP (Diversified products & exploratory), G-MICA (Global mining, industrial,construction, aviation tire solutions), BSAPIC (Asia Pacific, India, and China), BSAM (Americas), and
BSEMEA (Europe, Middle East and Africa).

Principle 4.2 Roles and Responsibilities of the Board (2)The board should view the establishment of an environment that supports appropriate risktaking by the senior management as a major aspect of its roles and responsibilities. It should
welcome proposals from the management based on healthy entrepreneurship, fully examinesuch proposals from an independent and objective standpoint with the aim of securingaccountability, and support timely and decisive decision-making by the senior management
when approved plans are implemented.
Also, the remuneration of the management should include incentives such that it reflects midto long-term business results and potential risks, as well as promotes healthy entrepreneurship.

The Company has established and continues to enhance systems and processes
necessary for the promotion and achievement of technological and business model
innovation and related activities entailing appropriate risk taking. In accordance with
this, key business policies are developed after thorough deliberation by the Board of
Directors – which is composed of a majority of independent directors thus reflecting
the interests of both shareholders and society at large – and then implemented byRepresentative Executive Officers and Executive Officers.

30

The Company remunerates executives including Representative Executive Officers
and Executive Officers in part (mid-to long-term incentive in variable remuneration)using a Performance Share Unit plan, which is a variable remuneration linked to and forthe purpose of achieving mid-term goals and incentivizing the creation of long-term
corporate value, and Restricted Stock Unit plan, which intends to promote sustainability
and transformation and incentivize achievement of the long-term business strategies.

Supplementary Principle 4.2.1
The compensation committee should design management remuneration systems such thatthey operate as a healthy incentive to generate sustainable growth, and determine actual
remuneration amounts appropriately through objective and transparent procedures. The
proportion of management remuneration linked to mid- to long-term results and the balance of
cash and stock should be set appropriately.

Remuneration for management is comprised of a fixed monthly payment, an annual
performance-based bonus payment, a Performance Share Unit plan in which additional
compensation in the form of stock is tied to the degree of achievement of mid-term
performance goals and which is designed to provide management with an incentive toimprove the long-term value of the Company, and a Restricted Stock Unit plan which
is a variable remuneration plan intended to promote sustainability and transformationand incentivize achievement of long-term business strategies. The design of thecompensation system and specific remuneration amounts are deliberated anddetermined by the Compensation Committee, which is composed solely of independent
directors, based upon consideration of changes in the business environment, opinionsof shareholders and investors, information from third-party human resources andremuneration consultants and other data.

Supplementary Principle 4.2.2
The board should develop a basic policy for the company's sustainability initiatives from theperspective of increasing corporate value over the mid- to long- term.
In addition, in light of the importance of investments in human capital and intellectual
properties, the board should effectively supervise the allocation of management resources,
including such investments, and the implementation of business portfolio strategies to ensurethat they contribute to the sustainable growth of the company.

Sustainability has been embedded as the core of the Company’s Mid-Long TermBusiness Strategy, which aspires to realize a sustainable business model that createssocial and customer value while also establishing a competitive advantage. Afterextensive deliberations, the Company’s board of directors authorized the Company’s

31

Mid-Long Term Business Strategy in April 2020. Also, the Company has formulated the“2030 Long Term Strategic Aspiration” as a longer term framework for the detailed MidLong Term Business Strategy and as a roadmap toward its 100th anniversary in 2031.
The Mid Term Business Plan was formulated by the business execution divisionin accordance with the 2030 Long Term Strategic Aspiration, following extensive
deliberations in the Global Executive Committee (Global EXCO)*¹ and board meetings,
and identifies specific goals and actions to be taken over a three year period
regarding strategic growth investments, the allocation of management resources, andimplementation of business portfolio strategies.
The Company’s board of directors monitors progress of the Mid Term Business Plan’s
implementation by reviewing reports on agenda items from the Global EXCO meetingsand other strategically important reports. The board, which is comprised of a majority
of independent directors, reviews and discusses these reports from a broad andcomprehensive range of perspectives.
Furthermore, at the quarterly financial performance review meetings, IR meetings
for analysts and domestic institutional investors or other opportunities, the Global CEO
reports on the progress on the Mid Term Business Plan in a timely manner, and thepresentation materials and video recordings of the quarterly financial performance
review meetings are made available on the Company’s website(https://www.bridgestone.com/ir/library/result/index.html).
More information regarding sustainability is available on the Company website(https://www.bridgestone.com/responsibilities/index.html).
More information on the Company’s intellectual property investment is available in the
Integrated Report 2024 (scheduled to be published in June 2024)(https://www.bridgestone.com/ir/library/integrated_report/index.html).
*1: Global EXCO is positioned as the group's highest global level executive body overseeing businessstrategies and business execution. It is chaired by the Global CEO and comprised of executive officers
and those responsible for key businesses and functions.

Principle 4.3 Roles and Responsibilities of the Board (3)The board should view the effective oversight of the management and directors from an
independent and objective standpoint as a major aspect of its roles and responsibilities.
It should appropriately evaluate company performance and reflect the evaluation in its
assessment of the senior management.
In addition, the board should engage in oversight activities in order to ensure timely andaccurate information disclosure, and should establish appropriate internal control and risk
management systems.
Also, the board should appropriately deal with any conflict of interests that may arise
between the company and its related parties, including the management and controllingshareholders.

32

The Board of Directors evaluates the Company’s performance and reflects thisevaluation in its assessment and compensation of management. The Board of Directors
also monitors quarterly financial performance and other important performanceindicators, and ensures the accurate and timely disclosure of corporate performance
information.
Regarding internal control systems including risk management systems, the Board of
Directors delegates to Representative Executive Officers the establishment of internal
control systems in accordance with the policies determined by the Board of Directors,
and monitors such execution by receiving regular reports on the levels of achievement.
Through such activities, the Board of Directors promotes further improvements of thesystems.
Moreover, the Company requires that any potential conflict of interest transactions
by management be approved in advance by the Board and that all directors submit anannual report to the Board regarding whether or not they have participated in any suchtransactions and the nature of any transactions in which they were involved. Although
the Company does not have a controlling shareholder, it requires that any transactions
involving an entity holding 5% or more of the Company’s stock on a voting rights basis
be approved in advance by the Board of Directors and that all directors submit a reportannually to the Board regarding whether or not they have participated in any suchtransactions and the nature of any transactions in which they were involved.

Supplementary Principle 4.3.1
The board should ensure that the appointment and dismissal of the senior management are
based on highly transparent and fair procedures via an appropriate evaluation of the company’sbusiness results.

Appointments and dismissals of senior management are determined by the Board of
Directors after consideration by the Nominating Committee, which is comprised entirelyof independent directors, upon the basis of the respective individual’s performance andsuitability.

Supplementary Principle 4.3.2
Because the appointment/dismissal of the CEO is the most important strategic decision for acompany, the board should appoint a qualified CEO through objective, timely, and transparent
procedures, deploying sufficient time and resources.

The Company transitioned to the “Company with Nominating Committee etc.”
Model in March 2016. The Board has determined that one function of the Nominating
Committee, which is composed solely of independent directors, is developing proposals

33

regarding the appointment of Representative Executive Officers.
The Nominating Committee identifies and evaluates adequate successor candidates
for Representative Executive Officers through sharing management strategy andexchanging opinions with executive officers and SBU *¹ management, and submits a
proposal to the Board regarding the appointment of Representative Executive Officers.
The Board of Directors subsequently thoroughly deliberates such proposals andmakes final decisions at a Board meeting at which the majority of Board members are
independent directors.
*1 SBU: Strategic Business Unit
An organizational unit classified by region of business for the purpose of management coordination within the Company group. Currently, the group is divided into six regional units:
BSJP (Japan tire), BSDP (Diversified products & exploratory), G-MICA (Global mining, industrial,construction, aviation tire solutions), BSAPIC (Asia Pacific, India, and China), BSAM (Americas), and
BSEMEA (Europe, Middle East, and Africa).

Supplementary Principle 4.3.3
The board should establish objective, timely, and transparent procedures such that a CEO
is dismissed when it is determined, via an appropriate evaluation of the company’s businessresults, that the CEO is not adequately fulfilling the CEO’s responsibilities.

Subsequent to adopting the “Company with Nominating Committee etc.” Model inMarch 2016, in addition to the proposal of motions for the dismissal of Representative
Executive Officers by a board member, motions for dismissal may also be proposed by
the Nomination, Audit or Compensation Committees as shown in the following diagram.
Should such a motion be proposed it would be deliberated upon by the board, which ismade up of a majority of independent directors.

Member of Board

Article 366 of Companies Act andInternal Rules on the Board of Directors

Member of
Nominating Committee

Nominating Committee

Member of
Audit Committee
Member ofCompensation Committee

Calling ofCommittee(Internal Rulesof Each Committee)

Audit Committee
Compensation Committee

Board of Directors
Calling of
the Board(Article 417 ofCompanies Act)

8 of 12 directors are
independent directors

34

Supplementary Principle 4.3.4
The establishment of effective internal control and proactive enterprise risk management
systems has the potential to support sound risk-taking. The board should appropriately
establish such systems on an enterprise basis and oversee the operational status, besides
utilizing the internal audit department.

The Board of Directors reviewed the policies for internal control systems including risk
management systems of the Company group and, on December 20, 2021, determined
the updated policies.
The Board of Directors also delegates to Representative Executive Officers theestablishment of internal control systems in accordance with the policies determinedby the Board of Directors, and monitors such execution by receiving regular reports on
the levels of achievement. Also, the Audit Committee monitors the establishment andexecution of internal control systems by regularly receiving reports from the internal
audit department.

Principle 4.4 Roles and Responsibilities of the Member of the
Audit Committee and the Audit Committee
The audit committee should bear in mind their fiduciary responsibilities to shareholders andmake decisions from an independent and objective standpoint when executing their roles andresponsibilities including the audit of the performance of directors’ duties, appointment anddismissal of external auditors and the determination of auditor remuneration.
Although so-called “defensive functions,” such as business and accounting audits, are partof the roles and responsibilities expected of the member of the audit committee and the audit
committee, in order to fully perform their duties, it would not be appropriate for the memberof the audit committee and the audit committee to interpret the scope of their function too
narrowly, and they should positively and proactively exercise their rights and express theirviews at board meetings and to the management.

The Audit Policy set out annually by the Audit Committee states that it should perform
its duties from an independent and unbiased perspective and contribute to the sounddevelopment of the Company. In accordance with this policy the Audit Committee
supervises the performance of directors, sets the compensation for and appoints anddismisses External Accounting Auditors.
Additionally, the Audit Committee actively collects information and voices its opinion
at meetings of the Board of Directors in accordance not only with issues of legality but
also in regard to the adequacy of policies and deliberations.

35

Supplementary Principle 4.4.1
Given that more than half of the Audit Committee must be composed of outside director
and that the system needed to execute the duties must be decided in board of directors inaccordance with the Companies Act, the audit committee should, from the perspective of fully
executing its roles and responsibilities, increase its effectiveness through an organizational
combination of the independence of the former and the information gathering power of thelatter. In addition, the member of audit committee or the audit committee should securecooperation with outside directors who are not the member of audit committee so thatsuch directors can strengthen their capacity to collect information without having their
independence jeopardized.

The Company, as a “Company with Nominating Committee, etc.” in accordance with theCompanies Act of Japan, has established an Audit Committee comprised of a majority of
independent directors. In addition, in order to enhance the Audit Committee’s capacity
to collect information, two of the committee members are currently full-time appointees
who attend important corporate meetings in addition to board meetings, receive
regular reports from executives, attend meetings held in operating divisions and actively
engage in the collection of information within the Company. In order to assist the Audit
Committee, the Company has appointed a full-time executive director in charge of audits,and has established a dedicated department in the internal auditing division under theirdirection to support the Audit Committee. Information gathered by the full-time audit
committee members, along with that gathered by the executive director in charge ofaudits, is reported to the Audit Committee in order to enhance the effectiveness of audits
by promoting the objectivity and impartiality of their deliberations.
Moreover, in addition to the regular reports on Audit Committee activities to the Boardof Directors, access to information by independent directors not serving on the Audit
Committee is provided through committees and other meetings comprised exclusively of
independent directors.

Principle 4.5 Fiduciary Responsibilities of Directors
With due attention to their fiduciary responsibilities to shareholders, the directors and the
management of companies should secure the appropriate cooperation with stakeholders andact in the interest of the company and the common interests of its shareholders.

As of May 2024, there are currently eight Independent Directors serving on the Board.
Each Independent Director actively participates in Board and committee meetings andpromotes the consideration of shareholder and stakeholder interests. All Directors andExecutive Officers act in the interest of the Company and its shareholders in accordancewith the business policies and strategic plans determined by the Board.

36

Principle 4.6 Business Execution and Oversight of the Management
In order to ensure effective, independent and objective oversight of the management by
the board, companies should consider utilizing directors who are neither involved in businessexecution nor have close ties with the management.

As of May 2024, of the twelve directors currently serving on the Board, ten are nonexecutive directors, eight are Independent Directors and two are full-time members of
the Audit Committee.
In order to further ensure the effectiveness of the board in its role of monitoring
management, the Company appointed an independent director as the chairpersonof the Board of Directors, at the board meeting convened immediately following theAnnual Shareholders’ Meeting held on March 26, 2021.

37

Principle 4.7 Roles and Responsibilities of Independent Directors
Companies should make effective use of independent directors 6 , taking into consideration
the expectations listed below with respect to their roles and responsibilities:i) Provision of advice on business policies and business improvement based on theirknowledge and experience with the aim to promote sustainable corporate growth andincrease corporate value over the mid- to long-term;ii) Monitoring of the management through important decision-making at the board including
the appointment and dismissal of the senior management;iii) Monitoring of conflicts of interest between the company and the management or		 controlling shareholders; andiv) Appropriately representing the views of minority shareholders and other stakeholders
in the boardroom from a standpoint independent of the management and controllingshareholders.
6

Independent director: The listing rules of securities exchanges provide that the outside directors, as defined in
the Companies Act, are independent directors where they satisfy independence criteria of securities exchanges
and the company determines that they do not have the possibility of conflicts of interest with its shareholders.

In addition to the establishment of a Governance Committee as an advisorycommittee to the Board of Directors comprised entirely of Independent Directors, theCompany strives to promote the role of Independent Directors by the following means:i) The Company strengthens its corporate governance by nominating independent
directors with a wealth of experience and expertise from a wide variety of different
backgrounds and disciplines to deliberate management policies and strategies at
the Board level.
ii) Executive officers are nominated and dismissed by the Board in accordance withthe determinations of the Nominating Committee which is comprised exclusively of
Independent Directors.
iii) In accordance with the Regulations of the Board of Directors the Company requiresthat any outside transactions by Executive Officers and Directors including
Independent Directors that may constitute a potential conflict of interest with theCompany be approved in advance by the Board and that all directors submit a reportto the Board on an annual basis regarding whether or not they have been involvedin any such transactions. Although the Company does not have a controllingshareholder, it requires that any transactions involving an entity holding 5% ormore of the Company’s stock on a voting rights basis be approved of in advance by
the Board of Directors and that all directors submit a report to the Board on annual
basis regarding whether or not they have been involved in any such transactions.
iv) In order to ensure the objectivity of external directors the Company has established
its own Independence Standard. Currently eight Independent Directors serve on
the Board of which all eight meet the conditions set forth under this standard forindependence thereby ensuring that they objectively represent the interests ofshareholders and other stakeholders and have no conflicts of interest with generalshareholders.

38

Principle 4.8 Effective Use of Independent Directors
Independent directors should fulfill their roles and responsibilities with the aim of contributing
to sustainable growth of companies and increasing corporate value over the mid- to longterm. Companies listed on the Prime Market should therefore appoint at least one-third of theirdirectors as independent directors (two directors if listed on other markets) that sufficiently
have such qualities.
Irrespective of the above, if a company listed on the Prime Market believes it needs toappoint the majority of directors (at least one-third of directors if listed on other markets) as
independent directors based on a broad consideration of factors such as the industry, company
size, business characteristics, organizational structure and circumstances surrounding thecompany, it should appoint a sufficient number of independent directors.

As of May 2024, of the twelve directors currently serving on the board, eight members
qualify as Independent Directors.

Supplementary Principle 4.8.1
In order to actively contribute to discussions at the board, independent directors should
endeavor to exchange information and develop a shared awareness among themselves froman independent and objective standpoint. Regular meetings consisting solely of independent
directors (executive sessions) would be one way of achieving this.

As a “Company with Nominating Committee, etc.,” Independent Directors comprisethe majority of both the Company’s Board of Directors and, Audit Committee, while theNominating, Compensation and other discretionary committees are comprised entirelyof Independent Directors thus enabling a higher level of information exchange andopportunities to share awareness between independent directors. In addition to theforegoing, meetings consisting solely of the independent and non-executive directors
are convened for the purpose of information sharing and opinion exchange.

Supplementary Principle 4.8.2
Independent directors should endeavor to establish a framework for communicating withthe management and for cooperating with the member of the audit committee or the audit
committee by, for example, appointing the lead independent director from among themselves.

Meetings are held on a regular basis between Independent Directors and members ofcorporate management in order to ensure a sufficient degree of information exchange.

39

Supplementary Principle 4.8.3
Companies that have a controlling shareholder should either appoint at least one-third of
their directors (the majority of directors if listed on the Prime Market) as independent directors
who are independent of the controlling shareholder or establish a special committee composedof independent persons including independent director(s) to deliberate and review materialtransactions or actions that conflict with the interests of the controlling shareholder andminority shareholders.

This principle does not apply to the Company as it does not have a controllingshareholder.

Principle 4.9 Independence Standards and Qualification for
Independent Directors
Boards should establish and disclose independence standards aimed at securing effective
independence of independent directors, taking into consideration the independence criteria
set by securities exchanges. The nominating committee should endeavor to select independent
director candidates who are expected to contribute to frank, active and constructive discussions
at board meetings.

The Company has established its own Standards of Independence entitled the“Guidelines for determining whether outside directors are sufficiently independent”
which has been filed with the Tokyo Stock Exchange and made publicly available on thecorporate website:
https://www.bridgestone.com/corporate/governance/pdf/Guidelines_for_
Determining_Whether_Outside_Directors_are_Sufficiently_In....pdf
To further enhance corporate governance, the Nominating Committee selects
candidates with extensive experience and who are expertly qualified in a wide variety ofdiverse backgrounds and disciplines for Board membership.

Principle 4.10 Use of Optional Approach
In adopting the most appropriate organizational structure (as stipulated by the CompaniesAct) that is suitable for a company’s specific characteristics, companies should employ optional
approaches, as necessary, to further enhance governance functions.

The Company has adopted the governance model of the “Company with Nominating
Committee, etc.” and, in addition to the mandatory committees required within thismodel, has established Governance and Compliance Committees to serve as advisorycommittees to the Board in order to further enhance the input from Independent
Directors.

40

Supplementary Principle 4.10.1
If the organizational structure of a company is either Company with Kansayaku Board or Company
with Supervisory Committee and independent directors do not compose a majority of the board, inorder to strengthen the independence, objectivity and accountability of board functions on the mattersof nomination (including succession plan) and remuneration of the senior management and directors,
the company should seek appropriate involvement and advice from the committees, including fromthe perspective of gender and other diversity and skills, in the examination of such important matters
as nominations and remuneration by establishing an independent nomination committee andremuneration committee under the board, to which make significant contributions.
In particular, companies listed on the Prime Market should basically have the majority of themembers of each committee be independent directors, and should disclose the mandates and roles of
the committees, as well as the policy regarding the independence of the composition.

This principle does not apply to the Company since it has adopted the “Company with
Nominating Committee, etc.” model of corporate governance.

Principle 4.11 Preconditions for Board and Audit Committee EffectivenessThe board should be well balanced in knowledge, experience and skills in order to fulfill its
roles and responsibilities, and it should be constituted in a manner to achieve both diversity,
including gender, international experience, work experience and age, and appropriate size. In
addition, persons with appropriate experience and skills as well as necessary knowledge on
finance, accounting, and the law should be appointed as the member of the audit committee. In
particular, at least one person who has sufficient expertise on finance and accounting should be
appointed as the member of the audit committee.
The board should endeavor to improve its function by analyzing and evaluating effectivenessof the board as a whole.

The Board of Directors is currently comprised of twelve members total, including fourinternal directors (two of whom are Audit Committee members) and eight Independent
Directors (regarding the selection of the chairperson of the Board of Directors fromamong Independent Directors, please see Principle 4.6.) In order to achieve a balance
and to maintain a board composition capable of realizing the Mission and strategy of
the Company while ensuring the effectiveness and diversity of the Board of Directors
and Audit Committee, board members are nominated in order to maintain a balanced
portfolio across a comprehensive range of professional and academic fields including
management, finance, accounting and law.
The background and expertise of independent directors are summarized in Section
4 (Corporate Governance) Item 2 (Members of the Board and Executive Officers) in
the Company’s Annual Securities Report (as required by the Financial Instruments andExchange Law of Japan).
(https://www.bridgestone.com/ir/library/securities_report/pdf/e_105.pdf)
The Board of Directors engages in the ongoing analysis and evaluation of theeffectiveness of the board’s deliberations – including those of the advisory committees –as part of its efforts to further strengthen and promote effective corporate governance.

41

Supplementary Principle 4.11.1
The nominating committee should identify the skills, etc. that it should have in light ofits managing strategies, and have a view on the appropriate balance between knowledge,
experience and skills of the board as a whole, and also on diversity and appropriate board size.
Consistent with its view, the board should establish policies and procedures for nominating
directors and disclose them along with the combination of skills, etc. that each director
possesses in an appropriate form according to the business environment and businesscharacteristics, etc., such as what is known as a "skills matrix.” When doing so, independent
director(s) with management experience in other companies should be included.

The Nominating Committee, in selecting candidates for nomination to the board,seeks to maintain diversity and, at the same time, overall balance in board composition
with respect to knowledge, experience and skills taking into consideration, for theInternal Director candidates, business experience, and, for the Independent Director
candidates, experience and expertise from a wide variety of disciplines and fields.
Additionally, it is the basic policy of the Company that the Board should be of sufficient
size so as to enable adequate debate and deliberation.
The policies and procedures for nominating directors are set out in principle 3-1 (iv).
The skills matrix of board members is announced in the reference to exercise of voting
rights for the Annual Shareholders’ Meeting. The materials for the Annual Shareholders’Meeting are made available on the corporate website (https://www.bridgestone.com/
ir/shareholders/index.html).

Supplementary Principle 4.11.2
Outside directors and other directors should devote sufficient time and effort required toappropriately fulfill their respective roles and responsibilities. Therefore, where directors also
serve as directors, kansayaku or the management at other companies, such positions should be
limited to a reasonable number and disclosed each year.

As disclosed in the Annual Business Report and reference documents distributed at
the Annual General Shareholders’ Meeting, the attendance rate for all external directors
during 2023 was high thus facilitating both active and objective deliberations at allboard meetings.
As part of the process for considering candidates for nomination to the board theirconcurrent commitments to other companies and organizations, including board
memberships, are reviewed and taken into consideration. Other commitments for all
directors are reviewed annually and reported in the Annual Business Report.

42

Supplementary Principle 4.11.3
Each year the board should analyze and evaluate its effectiveness as a whole, taking into
consideration the relevant matters, including the self-evaluations of each director. A summaryof the results should be disclosed.

In order to strengthen its corporate governance and promote the speed of businessexecution the Company has regularly reviewed its governance performance andcontinually implements reforms to its governance systems and processes (as a partof this process the Company introduced Independent Directors in 2010, between 2013
and 2014 established Nominating, Compensation, Governance and Compliancecommittees as advisory committees to the board, adopted the “Company with
Nominating Committee, etc.” model of corporate governance in 2016, separated theexisting roles of “CEO” and “Chairman of the Board” in 2020, and abolished the full-time
position of “Chairman” and elected an Independent Director to the newly defined role of
Chairperson of the Board of Directors in 2021).
Building upon these enhancements the scope for the evaluation of Board
effectiveness has been taken to include not only the Board and the committees required
under the “Company with Nominating Committee, etc.” Model (Nominating, Auditing
and Compensation Committees) but also the advisory committees (Governance andCompliance Committees). With the objective of strengthening corporate governance,
the entire scope of board functions (the Board and all five committees – both legallyrequired and advisory) is subject to annual evaluation in a process which involves areview of all board deliberations and their outcomes and self-evaluations of all directors.
The following diagram illustrates the structure and scope of this evaluation process.

Diagram of Board Evaluation Scope<Corporate Governance Structure>$PSQPSBUF(PWFSOBODF4USVDUVSF
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The annual Board evaluation process requires the Board and each Committee tocomplete a formal self-evaluation process, the results of which are then submitted to
the Board, where the overall effectiveness of the Board’s operation and governanceperformance level is evaluated.
As a result of this Board evaluation in 2023, it has been determined that decisionmaking ensures transparency and that the oversight functions of the Board are being
carried out through timely reports to the Board for deliberation, productive discussions
among members of the Board, reports and discussions on specific themes based on
proposals by independent directors at board meetings, active deliberations at board
meetings taking the various perspectives of external independent directors into accountand the ongoing efforts of the legally- required and advisory committees to create anorganization of global awareness.
Information on the status of execution was shared by the Global CEO to the Board of
Directors in a timely and appropriate manner, centered on reports on discussions at the
Global Executive Committee (Global EXCO) *¹. This enabled the results of the Mid TermBusiness Plan (2021-2023) to be checked in the light of the already formulated Mid-Long
Term Business Strategy and 2030 Long Term Strategic Aspiration and to be used as thebasis for the new Mid Term Business Plan (2024-2026) as well as for deliberations anddecisions on individual matters. As a result, discussions between the directors and theexecutive departments were further enhanced when formulating the new Mid TermBusiness Plan (2024-2026) and when discussing and deciding on individual matters.
In addition, the method of setting the agenda for the Board of Directors has beenchanged so that the Chairman of the Board of Directors, who is also an independent
non-executive director, now drafts the agenda, based on the proposals of the otherindependent non-executive directors, which has led to even more active discussions
that have further increased objectivity and transparency.
*1: Global EXCO is positioned as the group's highest global level executive body overseeing businessstrategies and business execution. It is chaired by the Global CEO and comprised of executive officers
and those responsible for key businesses and functions.

Principle 4.12 Active Board Deliberations
The board should endeavor to foster a climate where free, open and constructive discussions
and exchanges of views take place, including the raising of concerns by outside directors.

The Company provides preliminary briefing sessions for independent directors
pertaining to all items tabled on the Board agenda and, where necessary, holds special
briefing meetings on issues of importance consisting of all members of the Board of
Directors. In addition, meetings are held exclusively for independent directors and nonexecutive directors for the purpose of sharing information and exchanging opinions.
Based on the above, the independent directors attend the board meetings with full44

understanding of all business and related issues salient to items for deliberation orreporting, and thus promote rigorous debate and deliberation among all directors atboard meetings.

Supplementary Principle 4.12.1
The board should ensure the following in relation to the operation of board meetings andshould attempt to make deliberations active:i) Materials for board meetings are distributed sufficiently in advance of the meeting date;ii) In addition to board materials and as necessary, sufficient information is provided to directors
by the company (where appropriate, the information should be organized and/or analyzed topromote easy understanding);iii)The schedule of board meetings for the current year and anticipated agenda items are
determined in advance;iv) The number of agenda items and the frequency of board meetings are set appropriately; andv) Sufficient time for deliberations

The Company endeavors to promote open and comprehensive deliberations by the
Board of Directors by the following means:i) As stipulated in internal regulations, material relating to Board agenda items must
be delivered to Directors at least two days in advance.
ii) The Governance Planning Section reporting directly to Vice President and Senior
Officer implements preliminary briefing sessions on Board agenda items forindependent directors as necessary and responds to all questions and requests for
additional information arising therefrom. In addition, when deemed necessary,
special joint briefing meetings consisting of all members of the Board of Directors
are held in order to further enhance the information available to Board members.
iii) The Board of Directors' yearly calendar and the regular agenda items to beconsidered at each meeting are determined by the end of the previous year, after
coordination and consultation with all Board members. In addition the Chairpersonof the board, who is chosen from among the independent directors, carefully
briefs the directors about the proposed agenda items for each year's agenda at the
beginning of each year, as well as the status of the issues throughout the current
year.
iv) The Company sets guidelines defining issues that must be submitted to the Boardof Directors and the chairperson selected from among the independent directors
plans the agenda and frequency of board meetings accordingly.
v)

The Company allocates time for deliberation for each Board meeting, based upon
the time required to deliberate similar agenda in the past where appropriate. In
cases where deliberations cannot be concluded within the allocated time frame,
they will continue until such time as they can be concluded satisfactorily.

45

Principle 4.13 Information Gathering and Support Structure
In order to fulfill their roles and responsibilities, directors should proactively collectinformation, and as necessary, request the company to provide them with additional
information.
Also, companies should establish a support structure for directors, including providing
sufficient staff.
The board should verify whether information requested by directors is provided smoothly.

Board members obtain information through regular executive reports to the Board
and Committees and are able to request any additional information they may deem
necessary for the fulfillment of their roles and responsibilities. The Board and relative
Committees actively monitor the quality and speed of responses to these requests for
additional information.
In addition, in order to promptly and fully respond to requests for support andinformation from Independent Directors the Company provides administrative andclerical support via the Governance Planning Section reporting directly to Vice President
and Senior Officer and the dedicated department in the internal auditing division under
their direction to support the Audit Committee.

Supplementary Principle 4.13.1
Directors, including outside directors, should request the company to provide them withadditional information, where deemed necessary from the perspective of contributing totransparent, fair, timely and decisive decision-making. In addition, the member of the audit
committee, including the outside directors, should collect information appropriately, including
the use of their statutory investigation power.

Directors may at any time request additional information from the Governance
Planning Section reporting directly to the Vice President and Senior Officer and all
executive and business execution divisions are required to respond promptly to allsuch requests. In addition, members of the Audit Committee share among themselvesinformation which they may have gained independently or through the support of thededicated department in the internal auditing division under their direction to support
the Audit Committee.

Supplementary Principle 4.13.2
Directors should consider consulting with external specialists at company expense, where
they deem it necessary.

The Company provides Directors with access at corporate expense to external experts
including consultants and lawyers at their request.

46

Supplementary Principle 4.13.3
Companies should ensure coordination between the internal audit department and directors
by establishing a system in which the internal audit department appropriately reports directly
to the board and the audit committee in order for them to fulfill their functions. In addition,companies should take measures to adequately provide necessary information to outside
directors. One example would be the appointment of an individual who is responsible
for communicating and handling requests within the company such that the requests for
information about the company by outside directors are appropriately processed.

To promote coordination between the internal auditing office and directors, theCompany appoints a full-time executive director in charge of auditing to support the
Audit Committee and establishes a system in which the full-time executive director
and the internal audit department that reports to the director directly reports to the
Audit Committee. In addition, to promptly and fully respond to requests for supportand information from Independent Directors, the Company provides administrativeand clerical support via the Governance Planning Section, reporting directly to the Vice
President and Senior Officer.

Principle 4.14 Director Training
New and incumbent directors should deepen their understanding of their roles andresponsibilities as a critical governance body at a company, and should endeavor to acquire andupdate necessary knowledge and skills. Accordingly, companies should provide and arrange
training opportunities suitable to each director along with financial support for associatedexpenses. The board should verify whether such opportunities and support are appropriately
provided.

Directors are given briefings regarding their responsibilities, corporate policies andprocedures, and provided opportunities to enhance understanding of their roles andresponsibilities through training activities including factory and facility visits at theCompany’s expense. The Board of Directors formally reviews the effectiveness of thesetraining activities in the Board evaluation process on an annual basis.

47

Supplementary Principle 4.14.1
Directors, including outside directors, should be given the opportunity when assuming theirposition to acquire necessary knowledge on the company’s business, finances, organizationand other matters, and fully understand the roles and responsibilities, including legal liabilities,
expected of them.Incumbent directors should also be given a continuing opportunity to renew
and update such knowledge as necessary.

Prior to the commencement of their official term, the Company offers newly
appointed Members of the Board of Directors and Executive Officers briefings on the
Company’s Mid-Long Term Business Strategy, company operations, board memberroles and rights, and other applicable policies and procedures. Members of the Boardof Directors are also given the opportunity of training activities including holding
information sharing meetings, observing discussion at Global Executive Committees(Global EXCO)*¹ and participating in tours of the Company’s factories and facilities.
*1: Global EXCO is positioned as the group's highest global level executive body overseeing businessstrategies and business execution. It is chaired by the Global CEO and comprised of executive officers
and those responsible for key businesses and functions.

Supplementary Principle 4.14.2
Companies should disclose their training policy for directors.

In order to enable directors to fully exercise their supervisory function the Company
provides newly appointed directors with detailed briefings regarding the Company’s
Mid-Long Term Business Strategy, operations, the responsibilities of directors as set
forth within the Corporate Regulations for Directors and other relevant regulations.
Subsequent to their appointment, Members of the Board of Directors are also given
the opportunity of training activities including holding information sharing meetings,
observing discussion at Global Executive Committees (Global EXCO)*¹. Independent
Directors also participate in regular site visits to factories and corporate facilities in orderto promote their understanding of the environment and issues facing the Company.
Additional training sessions may be held at the request of directors on an ad hoc basis
regarding topics deemed relevant.
*1: Global EXCO is positioned as the group's highest global level executive body overseeing businessstrategies and business execution. It is chaired by the Global CEO and comprised of executive officers
and those responsible for key businesses and functions.

48

Section 5: Dialogue with Shareholders

General Principle 5
In order to contribute to sustainable growth and the increase of corporate value over themid- to long-term, companies should engage in constructive dialogue with shareholders evenoutside the general shareholder meeting.
During such dialogue, senior management and directors, including outside directors, should
listen to the views of shareholders and pay due attention to their interests and concerns, clearly
explain business policies to shareholders in an understandable manner so as to gain theirsupport, and work for developing a balanced understanding of the positions of shareholders
and other stakeholders and acting accordingly.

In order to achieve sustainable growth and enhance corporate value over the mid
to long term, the Company considers that it is important to consider the opinions andexpectations of shareholders when formulating business policies.
The Company has therefore established a specialist department to manage IR (Investor
Relations) which, by facilitating discussions with shareholders and investors by bothindividual and financial performance meetings for analysts, aims to promote better
understanding of the Company’s business strategy and establish a system whereby it
can respond appropriately to the opinions and expectations voiced by shareholders.
More information on the Company’s status on dialogue with shareholders is available
in the Integrated Report (https://www.bridgestone.com/ir/library/integrated_report/).

Principle 5.1 Policy for Constructive Dialogue with Shareholders
Companies should, positively and to the extent reasonable, respond to the requests fromshareholders to engage in dialogue (management meetings) so as to support sustainablegrowth and increase corporate value over the mid- to long-term. The board should establish,
approve and disclose policies concerning the measures and organizational structures aimed atpromoting constructive dialogue with shareholders.

The Company has established an IR department specifically to respond to requests
for individual meetings with shareholders. The Company not only holds financial
performance meetings for analysts and discussions with investors but also offers
plant visits and a range of opportunities to promote dialogue with shareholders. The
corporate policy for promoting dialogue with shareholders is as follows:
The Company proactively engages in dialogue with shareholders and investors inorder to achieve sustainable business growth and enhance corporate value over the mid
to long term.
In order to promote constructive engagement with shareholders and investors in
addition to engaging in the fair and impartial disclosure of information in accordance

49with Japan’s Financial Instruments and Exchange Act and the regulations of stock
exchanges where the Company’s shares are listed, it is the basic policy of the Company
that, even in the absence of such legal requirements, information considered by theCompany to be of relevance to shareholders and investors, and which can be released,should also be disclosed in a timely and ongoing manner.
In this manner, the Company seeks to promote the understanding of its performanceand operations in order that its corporate value be accurately assessed.
The Company has established a specialized IR department reporting to the Global
CFO in order to manage shareholder relations and discussions with investors. The
IR Department works closely with all relevant departments to compile and manage
information on a regular basis in order to facilitate and promote constructive dialogue
with shareholders by disclosing and sharing not only financial but also non-financial
data and information.
In addition to regular communication with domestic and overseas investors inorder to promote their understanding of business strategies, financial conditions, andoperations, the Company also conducts quarterly press meetings regarding its financial
results via real-time streaming. During the meetings, in addition to the announcementof quarterly financial results, the Global CEO explains the progress of the “2030 Long
Term Strategic Aspiration,” the Mid Term Business Plan, and its progress in a timely
manner basis. Furthermore, as a follow-up to the above, the Company holds IR meetings
for analysts and domestic institutional investors several times a year in order to further
promote understanding of strategies and exchange of opinions. Communication withindividual shareholders is also being promoted by the release of materials related toquarterly financial performance meetings and video recordings of these meetings
including questions and answer periods, and press releases on the corporate website.
Information from shareholders obtained through these activities are compiled
into reports which are reviewed and discussed at internal meetings held at relevant
departments, transmitted to executive management and reported to the Board.
In addition to IR activities the Company also engages in Shareholder Relations (SR)
activities whereby representatives of the Company will visit shareholders in order toexplain the Company’s business policies, approach towards and structure of governance,and corporate proposals for the Annual General Shareholders’ Meeting.
However, the Company does not engage in shareholder and or investor dialogue inperiods preceding earnings announcements in order to avoid the risks related to insider
information and has established rules and procedures for the internal management ofpotential insider information.

50

Supplementary Principle 5.1.1
Taking the requests and interests of shareholders into consideration, to the extent
reasonable, the senior management and directors, including outside directors, should have abasic position to engage in dialogue (management meetings) with shareholders.

The IR department is responsible for facilitating dialogue with shareholders. In cases
where it is deemed necessary members of the Board of Directors including the Global
CEO and/or Global CFO may participate in meetings with shareholders depending upon
the content of the topics to be discussed.

Supplementary Principle 5.1.2
At minimum, policies for promoting constructive dialogue with shareholders should include
the following:i) Appointing a member of the management or a director who is responsible for overseeing
and ensuring that constructive dialogue takes place, including the matters stated in items ii)to v) below;ii) Measures to ensure positive cooperation between internal departments such as investor
relations, corporate planning, general affairs, corporate finance, accounting and legal affairs
with the aim of supporting dialogue;iii) Measures to promote opportunities for dialogue aside from individual meetings (e.g.,general investor meetings and other IR activities);iv) Measures to appropriately and effectively relay shareholder views and concerns learned
through dialogue to the senior management and the board; andv) Measures to control insider information when engaging in dialogue

The Company policy for the promotion of constructive dialogue with shareholders isoutlined above in Principle 5-1.

Supplementary Principle 5.1.3
Companies should endeavor to identify their shareholder ownership structure as necessary,and it is desirable for shareholders to cooperate as much as possible in this process.

The Company conducts regular surveys twice yearly to determine shareholder
composition.The information thus obtained is used for various IR activities.

51

Principle 5.2 Establishing and Disclosing Business Strategies and Business Plans
When establishing and disclosing business strategies and business plans, companies should
articulate their earnings plans and capital policies, and present targets for profitability andcapital efficiency after accurately identifying the company’s cost of capital. Also, companies
should provide explanations that are clear and logical to shareholders with respect tothe allocation of management resources, such as reviewing their business portfolio andinvestments in fixed assets, R&D, and human capital, and specific measures that will be taken inorder to achieve their plans and targets.

The Company's Mid-Long Term Business Strategy outlines the Company's overall
approach to mid-long term group management. Also, the Company has formulated
the “2030 Long Term Strategic Aspiration” as a longer term framework for the detailed
Mid-Long Term Business Strategy and as a roadmap toward its 100th anniversary in
2031. Every three years, a Mid Term Business Plan is developed to clarify our plans
for financial targets (revenue, adjusted operating profit, adjusted operating profit
margin, net profit, ROIC, and ROE), capital allocation, shareholder’s return, social value
creation towards sustainability (such as CO2 emission reduction targets), as well as the
allocation and enhancement of management resources, such as talent development inglobal management and digital talents. This plan also outlines management structures,
business strategy, and investments aligned with our business portfolio. The Company
provides opportunities to clarify and discuss the aforesaid information through meetings
with investors and other forms of communication with stakeholders.

Supplementary Principle 5.2.1
In formulating and announcing business strategies, etc., companies should clearly present thebasic policy regarding the business portfolio decided by the board and the status of the review
of such portfolio.

The Board of the Company, in April 2020, determined the Mid-Long Term Business
Strategy which outlines the Company's overall approach to mid-long term groupmanagement including business portfolio. Also, the Company has formulated the “2030Long Term Strategic Aspiration” as a longer term framework for the detailed Mid-Long
Term Business Strategy and as a roadmap toward its 100th anniversary in 2031. After
deliberations at the board, the Company finalized the Mid Term Business Plan, which
defines precise goals and actions to be implemented every three years in accordancewith the Mid-Long Term Business Strategy. In addition, after routinely reporting to theboard on the progress of the Mid Term Business Plan including the business portfolio,
the Company effectively engages with stakeholders in IR events and other opportunities
for communication.