Jvckenwood Corporation TSE:6632
JVCKENWOOD : Notice of Convocation of the 18th Ordinary General Meeting of Shareholders
Source: MarketScreener
We would like to express our gratitude to all shareholders for their continued support of our company. The Company has formulated its new medium-term management plan, VISION 2030, starting in FY2026. Under VISION 2030, we aim to achieve sustainable value creation by further refining our business portfolio strategy and practicing management that is mindful of capital costs and stock price. Simultaneously, we will deepen our sustainability strategy to implement management that balances the resolution of social issues on a global scale with the enhancement of our corporate value.
Furthermore, regarding our shareholder return policy, we have set a new target for a total return ratio of 30% to 45%. We will continue to provide stable shareholder returns while flexibly acquiring treasury shares within the range of the total return ratio, taking into account our financial status.
Under the “VISION2030” initiative, and based on the Group’s corporate philosophy of providing “excitement and peace of mind to the people of the world,” we will improve medium to long-term corporate value in a rapidly changing business environment, and in addition, will aspire to become an excellent company that combines “strength” and “robustness,” in which we continue to anticipate change and will open up the future.
I look forward to your continued support in the future.
EGUCHI Shoichiro
Representative Director of the Board, Chairman and Chief Executive Officer (CEO)
This document has been translated from the Japanese original for reference purposes only. In the event of discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
JVCKENWOOD Corporation is a Japanese company. The offer is subject to Japanese disclosure requirements that are different from those of the United States.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the Company is located in Japan, and some or all of its officers or Directors are residents of Japan. You may not be able to sue the Company or its officers or Directors in a Japanese court for violations of the U.S. securities laws. Finally, it may be difficult to compel the Company and its affiliates to subject themselves to a U.S. court’s judgment.
Securities Code: 6632
Date issued: May 26, 2026 Start date of measures for electronic provision: May 20, 2026
JVCKENWOOD Corporation3-12, Moriyacho, Kanagawa-ku, Yokohama-shi, Kanagawa
NOTICE OF CONVOCATION OF THE 18th ORDINARY GENERAL MEETING OF SHAREHOLDERSDear Shareholders,You are cordially advised that the 18th Ordinary General Meeting of Shareholders of JVCKENWOOD Corporation (the “Company”) will be held on Wednesday, June 24, 2026, as indicated below.
Details of the MeetingDate and Time: Wednesday, June 24, 2026 at 10 a.m. (JST)
(Reception desk is scheduled to open at 9 a.m.)
Place: Grand Ballroom, 20th Floor, Hyatt Regency Yokohama
280-2, Yamashita-cho, Naka-ku, Yokohama, Kanagawa Prefecture
Agenda:
Matters to be Reported:
Report on the Business Report and the Consolidated Financial Statements for the 18th Fiscal Year (From April 1, 2025 to March 31, 2026) and the Audit Reports on the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee
Report on the Non-consolidated Financial Statements for the 18th Fiscal Year (From April 1, 2025 to March 31, 2026)
Matters to be Resolved:
Proposal Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
Measures for electronic provision shall be taken for information constituting reference documents for the general meeting of shareholders (matters for which measures for providing information in electronic format are to be taken) at the time of the convocation of the General Meeting of Shareholders, and these have been posted on the Company’s website.
https://www.jvckenwood.com/jp/ir/stock/stockholder.html (in Japanese)
* Matters subject to measures for electronic provision are posted on the Company’s website, the website for informational materials for the General Meeting of Shareholders, and the website of the Tokyo Stock Exchange (Listed Company Search). On the Listed Company Search, enter “JVCKENWOOD” in “Issue name (company name)” or the Company’s securities code “6632” in “Code,” search, then select “Basic information” and “Documents for public inspection / PR information” in that order, and check the materials from the “Notice of General Shareholders Meeting / Informational Materials for a General Shareholders Meeting” section in “Filed information available for public inspection.”
https://www.soukai-portal.net (in Japanese) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
*If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of websites above.
Guide to Exercising Voting RightsThere are three methods of exercising your voting rights. Please exercise your voting rights after considering these methods.
Attending the meeting Date and time of the meeting
Wednesday, June 24, 2026 at 10 a.m. (JST) (Reception desk is scheduled to open at 9 a.m.) Please submit the enclosed Voting Rights Exercise Form at the reception of the meeting.
Voting via postal mail
Deadline for exercising voting rights
To arrive by 4 p.m., Tuesday, June 23, 2026 (JST)
Indicate whether you vote for or against the proposals in the enclosed Voting Rights Exercise Form and then return it by the deadline.
Voting via the Internet, etc. Deadline for exercising voting rights
To be completed by 4 p.m., Tuesday, June 23, 2026 (JST)
Access the voting website and indicate your approval or disapproval by the deadline.
You may exercise your voting rights through a proxy who is another shareholder holding voting rights of the Company.
However, in this case we will need to receive a form designating such person as your proxy.
If you exercise your voting rights via both the online and the Voting Rights Exercise Form, only the online vote shall be counted. In addition, if you exercise your online votes more than once (including votes via a PC and via a smartphone), only the last vote shall be counted.
If you exercise your voting rights via postal mail and there is no indication of approval or disapproval of a proposal, it will be treated as an indication of approval.
Institutional investors can also exercise voting rights for this meeting electronically from the “Electronic Voting Platform” operated by ICJ, Inc.
Scanning the QR Code, “Smart Vote”
Please note that exercising voting rights by using “Smart Vote” method is available only once.
If you need to make a correction to the content of your vote after you have exercised your voting rights, please exercise your voting rights again following 2 below.
*You can access the voting website by scanning the QR Code again.
You can simply exercise your voting rights via a smartphone without entering your voting code and password.
1 Please scan the QR Code printed on the lower right-hand side of the voting form.
2 General Meeting of Shareholders portal site home page will be displayed. Select “To Exercise Voting Rights” at the top of the web page.
3 Indicate your approval or disapproval by following the instructions on the screen.
*QR Code is a registered trademark of DENSO WAVE INCORPORATED.
In case you need instructions for how to operate your personal computer
smartphone in order
or to
exercise your voting rights via the Internet, please contact:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support (Help Desk)
0120-652-031 (Toll free) (Business hours: 9:00 a.m. -9:00 p.m. (JST))
Entering Voting Code and Password
Online voting site: https://www.web54.net (in Japanese)
Access the voting website. Click “Next.”
Enter the voting code printed on the voting form. Enter the voting code Click “Login.”
Enter the password printed on the voting form. Enter the password. Enter the new password that you will actually use. Click “Register.”
Indicate your approval or disapproval by following the instructions on the screen.
Live Broadcast of the General Meeting of Shareholders
We will broadcast a live stream the Meeting via a dedicated website on the Internet (Japanese only) so that our shareholders are able to view the proceedings of the Meeting from any place.
Date and time of the live broadcast: How to access the dedicated website
Wednesday, June 24, 2026 at 10 a.m. (JST) (Log-in is available from 9:30 a.m.)
https://6632.ksoukai.jp (in Japanese)
Notes:
・You will not be able to exercise your voting rights via the dedicated website for the live broadcast. Please exercise your voting rights beforehand either by postal mail or via the Internet, etc.
・The live broadcast of the Meeting is restricted to shareholders.
Please refrain from sharing the URL, ID and password of the dedicated website with third parties, or recording, videotaping or publicly disclosing the General Meeting of Shareholders.
・Depending on your device or Internet connection, there may be problems with video or audio, or you may not be able to view the live broadcast.
・Shareholders will be responsible for telecommunication costs and other expenses necessary to view the live broadcast.
・To respect the privacy of shareholders who attend the meeting, live broadcast footage will only show chairman’s and board members’ seats, and we will try to avoid filming the shareholders to the extent possible.
・Although the Company will make every effort to hold the live broadcast as scheduled, please be aware that unforeseen circumstances such as a communication environment issues or system failures could cause the live broadcasting to be suspended or cancelled, depending on conditions.
How to log in the dedicated website
ID: Shareholder Number (9-digit code) indicated on the Voting Rights Exercise Form
Password: Postal code indicated on the Voting Rights Exercise Form (7-digit code with no hyphens)
Contact regarding the live broadcast of the meeting
For Shareholder Number and Password: Help desk for the Virtual Meeting of Shareholders at Sumitomo Mitsui Trust Bank, Limited Dedicated phone (toll-free within Japan): 0120-782-041 (9 a.m. to 5 p.m., excluding Saturdays, Sundays and national holidays) | For viewing the live stream: V-cube, Inc. Phone: 03-6833-6207 Reception hours: June 24 (the day of this General Meeting of Shareholders) (9 a.m. to the end of this General Meeting of Shareholders) |
Among matters subject to measures for electronic provision, the following matters are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents but posted on the Company’s website, the website for informational materials for the General Meeting of Shareholders, and the TSE website in accordance with laws and regulations and Article 16, paragraph 2 of the Company’s Articles of Incorporation. Please note that the Audit & Supervisory Committee Members and Accounting Auditor conducted an audit on the documents subject to auditing, including those shown below.
“Major Businesses,” “Main Offices and Factories,” “State of Employees,” “State of Major Lenders,” “Other Important Status of the Corporate Group” and “Framework and Policies of the Company” of the Business Report
“Consolidated statement of changes in equity” and “Notes to the consolidated financial statements” of the Consolidated Financial Statements
The Non-consolidated Financial Statements (“Non-consolidated Balance Sheet,” “Non-consolidated Statement of Income,” “Non-consolidated statement of changes in shareholders’ equity” and “Notes to the non-consolidated financial statements”)
The Audit Reports (“Accounting Auditor’s Report on Consolidated Financial Statements,” “Accounting Auditor’s Report on Non-consolidated Financial Statements” and “Audit & Supervisory Committee Member’s Report”)
All ten (10) Directors’ tenure of office (excluding Directors who are Audit & Supervisory Committee Members. The same shall apply hereinafter in this Proposal.) is to expire at the conclusion of this General Meeting of Shareholders.
To further promote agile management through the separation of supervision and execution, we propose to reduce the number of directors by three and elect seven (7) Directors, including four (4) external Directors to fill the quota of twelve (12) Directors prescribed in the Company’s Articles of Incorporation.
Mr. HIRAKO Yuji, Ms. ONITSUKA Hiromi, Mr. HIRANO Satoshi, and Ms. ORII Masako are candidates for external Directors.
The Company will strengthen the corporate governance by having an external Director serve as the Chairman of the Board of Directors.
The Audit & Supervisory Committee concluded that there are no particular matters to declare at the General Meeting of Shareholders as a result of its deliberation on this proposal.
Furthermore, if the four (4) candidates for external Directors are elected in the original form of the proposal, the Company plans to designate all of them as independent Directors as stipulated in the provisions of Tokyo Stock Exchange, Inc.
The candidates for Directors are as follows:
(Reference) Composition of Directors (excluding Directors who are Audit & Supervisory Committee Members) after electionNo. | Name | Current Position | Position (Planned) | |
1 | Candidate for reappointment | HIRAKO Yuji | Director of the Board Member of Nomination and Remuneration Advisory Committee | Director of the Board (Chairman of the Board), Member of Nomination and Remuneration Advisory Committee |
External | ||||
Independent | ||||
Male | ||||
2 | Candidate for reappointment | EGUCHI Shoichiro | Representative Director of the Board, Chairman, Chief Executive Officer (CEO*1) Member of Nomination and Remuneration Advisory Committee | Unchanged |
Male | ||||
3 | Candidate for reappointment | SUZUKI Akira | Representative Director of the Board, President, Chief Operating Officer (COO*2) | Unchanged |
Male | ||||
4 | Candidate for reappointment | MIYAMOTO Masatoshi | Representative Director of the Board, Executive Vice President, Chief Financial Officer (CFO*3) | Unchanged |
Male | ||||
5 | Candidate for reappointment | ONITSUKA Hiromi | Director of the Board Chairman of Nomination and Remuneration Advisory Committee | Director of the Board Member of Nomination and Remuneration Advisory Committee |
External | ||||
Independent | ||||
Female | ||||
6 | Candidate for reappointment | HIRANO Satoshi | Director of the Board Member of Nomination and Remuneration Advisory Committee | Director of the Board Chairman of Nomination and Remuneration Advisory Committee |
External | ||||
Independent | ||||
Male | ||||
7 | First-time candidate | ORII Masako | - | Director of the Board Member of Nomination and Remuneration Advisory Committee |
External | ||||
Independent | ||||
Female | ||||
*1: Chief Executive Officer, *2: Chief Operating Officer, *3: Chief Financial Officer
(Reference) Skill matrix
Having formulated its medium-term management plan, VISION 2030 commencing in the FY2026, the Company has drawn up the following summary detailing the areas of expertise and skills expected of its Directors in order to solve the management issues it faces and achieve medium to long-term improvements in corporate value, as well as to ensure diversity and balance on its Board of Directors.
The reasons and standards for skills are as shown below.
Skills | Reason for selection as a skill | Standard for skill |
Corporate management | Selected as a skill in order to adapt to the changing environment and to sustainably increase corporate value | To hold experience in the execution of business as CEO, etc., at a business company, or to hold knowledge in corporate management based on experience in the execution of business, such as in the position of officer in charge of the Corporate Planning Department |
Global business | Selected as a skill for profitable growth and the solving of global social issues | To hold knowledge based on experience in the execution of business, such as in the position of officer in charge of overseas business or international business at an incorporated company |
Finance and accounting | Selected as a skill in order to maximize corporate value while balancing with improved capital efficiency and growth investments, and in addition, to improve shareholder return | To hold experience in the execution of business as in the position of officer in charge of the Finance and Accounting Department, or to hold knowledge in finance and accounting based on experience at financial institutions and accountancy firms, etc. |
Brand strategy & marketing | Selected as a skill in order to accurately respond to changes in market and customer trends, as well as diversifying needs | To hold knowledge based on experience in the execution of business, such as in the position of officer in charge of the Marketing Department |
ICT*1/DX*2 | Selected as a skill in order to strengthen the management foundation and to review our business portfolio in response to changes in the external environment | To hold knowledge based on experience in ICT- or DX-related businesses or to strengthen the management foundation |
Manufacturing and technology, R&D | Selected as a skill for sustainable manufacturing and the creation of new value | To hold knowledge based on experience in the execution of business, such as in the position of officer in charge of the Manufacturing, Technology, or Research and Development Department |
HR & organizational development | Selected as a skill in order to cultivate human resources who can realize innovation and strengthening organizational capabilities | To hold experience in HR and organizational development at a business company, or to hold expertise in human capital management |
Risk management | Selected as a skill in order to manage the diversifying risks in our business to drive sustainable growth in corporate value | To hold sufficient knowledge to provide proposals and advice within our Board of Directors |
*1: Information and Communication Technology
*2: Digital Transformation
Director of the Board
Name | Years of service | Board of Directors | Committee | Skills | ||||||
Chairman | Nomina- tion and Audit & Remune- Super-ration visory Advisory Commit- Commit- tee tee | Corporate Finance Brand manage- Global and strategy & ICT/DX ment business account- marketing ing | Manufacturing and technology, R&D | HR & organizational development | Risk management | |||||
HIRAKO Yuji | External | Inde-pen- dent | Male | 3 years | ◎ | ● | ● ● ● ● | ● | ● | |
EGUCHI Shoichiro | Male | 15 years in total | ● | ● ● ● | ● | |||||
SUZUKI Akira | Male | 6 years | ● ● ● | ● | ● | |||||
MIYAMOTO Masatoshi | Male | 9 years | ● ● ● | ● | ||||||
ONITSUKA Hiromi | External | Inde-pen- dent | Female | 5 years | ● | ● ● ● | ● | ● | ||
HIRANO Satoshi | External | Inde- pen-dent | Male | 2 years | ◎ Chairman | ● ● ● | ● | ● | ||
ORII Masako | External | Inde-pen- dent | Female | - | ● | ● ● | ● | ● | ||
KURIHARA Naokazu | Male | 8 years in total | ◎ Chairman | ● ● ● | ● | ● | ||||
FUJIOKA Tetsuya | External | Inde-pen- dent | Male | 1 year | ● | ● ● ● | ● | |||
EBINUMA Ryuichi | External | Inde- pen-dent | Male | 1 year | ● | ● | ● | ● | ||
KOBASHIK AWA Yasuko | External | Inde-pen- dent | Female | 1 year | ● | ● ● | ● | |||
No. | Name (Date of birth) | Profile, title, position and important concurrent duties | Number of the Company’s common shares held |
1 | Apr. 1981 Joined ALL NIPPON AIRWAYS CO., LTD. (currently ANA HOLDINGS INC.) Jun. 2011 Executive Vice President, Deputy General Manager of the Sales Promotion Division of ANA HOLDINGS INC. Apr. 2013 Executive Vice President, General Manager of Americas Office and Head of the New York Branch of ALL NIPPON AIRWAYS CO., LTD. Apr. 2015 Executive Vice President, in Charge of Financial Planning and IR Department of ANA HOLDINGS INC. Apr. 2017 Member of the Board of Directors of ANA HOLDINGS INC. President and CEO of ALL NIPPON AIRWAYS CO., LTD. Apr. 2022 Member of the Board, Vice Chairman of ANA HOLDINGS INC. Jun. 2023 External Director of the Board of JVCKENWOOD Corporation (current position) Outside Director of Seven Bank, Ltd. (current position) Apr. 2024 Senior Advisor of ANA HOLDINGS INC. (current position) Jun. 2024 Outside Director of Kyushu Electric Power Company, Incorporated (current position) Jun. 2025 Outside Director of SMBC Nikko Securities Inc. (current position) Director of the Board, Member of Nomination and Remuneration Advisory Committee Senior Advisor of ANA HOLDINGS INC. Outside Director of Seven Bank, Ltd. Outside Director of Kyushu Electric Power Company, Incorporated Outside Director of SMBC Nikko Securities Inc. (unlisted company) | ||
HIRAKO Yuji | |||
(January 25, | |||
1958) | |||
Candidate for | |||
reappointment | |||
External | |||
Independent | |||
Male | |||
Tenure as Director: | 3,100 shares | ||
3 years | |||
Attendance at | |||
Board of | |||
Directors’ | |||
meetings during | |||
the current fiscal | |||
year: | |||
15/15 | |||
(100.0%) | |||
Attendance at | |||
Nomination and | |||
Remuneration | |||
Advisory | |||
Committee | |||
meetings during | |||
the current fiscal | |||
year: | |||
15/16 | |||
(93.8%) | |||
Reasons for selecting him as a candidate for external Director and a summary of expected roles | |||
The Company proposes the election of Mr. HIRAKO Yuji as a Director and expects that his extensive | |||
experience, knowledge, professional views and personal relationships obtained through his corporate | |||
management, etc., of listed companies outside the Group and corporate management both inside and | |||
outside Japan will be utilized in the Company’s management and also contribute to the enhancement | |||
of the corporate value of the Group. As an independent officer, the Company also expects that he will | |||
play an active role in supervising the Company’s management by providing advice and proposals to | |||
the Company as an objective third party not involved in the Group’s business execution in order to | |||
ensure the appropriateness and correctness of the decision-making process by the Board of Directors. | |||
No. | Name (Date of birth) | Profile, title, position and important concurrent duties | Number of the Company’s common shares held |
2 | EGUCHI Shoichiro (December 7, 1955) Candidate for reappointment Male Tenure as Director: 15 years in total Shares to be delivered from the Company’s stock-based remuneration system*1 12,972 shares Points held from the Company’s stock-based remuneration system*2 74,458 points Attendance at Board of Directors’ meetings during the current fiscal year: 15/15 (100.0%) Attendance at Nomination and Remuneration Advisory Committee meetings during the current fiscal year: 15/15*3 (100.0%) | Apr. 1979 Joined Trio Electronics, Inc. (currently JVCKENWOOD Corporation) Jun. 2003 Senior Vice President & Executive Officer of Kenwood Corporation (currently JVCKENWOOD Corporation) Apr. 2004 General Executive of Car Electronics Sales Division of Kenwood Corporation President and Director of Kenwood Electronics Europe B.V. (currently JVCKENWOOD Europe B.V.) Jun. 2004 Director, Senior Vice President & Executive Officer of Kenwood Corporation (currently JVCKENWOOD Corporation) Oct. 2011 Representative Director of the Board, Executive Officer, Vice President of JVCKENWOOD Corporation Jun. 2012 Representative Director of the Board, President & Chief Executive Officer (CEO*1) of JVCKENWOOD Corporation Apr. 2018 Representative Director of the Board, President, Chief Operating Officer (COO*2) of JVCKENWOOD Corporation Apr. 2019 Representative Director of the Board, President & Chief Executive Officer (CEO) of JVCKENWOOD Corporation Apr. 2023 Outside Director of AIST Solutions Co., Ltd. (current position) Apr. 2026 Representative Director of the Board, Chairman & Chief Executive Officer (CEO) of JVCKENWOOD Corporation (current position) *1: Chief Executive Officer, *2: Chief Operating Officer Representative Director of the Board, Chairman & Chief Executive Officer (CEO) Member of Nomination and Remuneration Advisory Committee Outside Director of AIST Solutions Co., Ltd. (unlisted company) Outside Director of Azbil Corporation (scheduled to take office in June 2026) | 249,842 shares |
Reasons for selecting him as a candidate for Director and a summary of expected roles The Company proposes the election of Mr. EGUCHI Shoichiro as a Director and expects that he will contribute to the enhancement of the corporate value of the Group through his activities as the CEO of the Company, utilizing his extensive experience, knowledge, professional views and personal relationship based on his business management experience in the mobility & telematics service sector and overseas businesses of the Group, as well as through his past corporate management experience as a Director and Executive Officer of the Company. | |||
*1: Number of shares to be delivered under the Company’s stock-based remuneration system introduced in FY2021 and partially amended in FY2024. Points to be granted are determined according to title and position, and Company shares with transfer restrictions converted at the rate of one share per point are delivered at a certain time each fiscal year to Directors based on the number of points they have been granted. (The same shall apply hereinafter in this Proposal.) *2: The number of points granted in the stock-based remuneration system introduced in FY2021. Points to be granted are determined according to title and position, and Company shares converted at the rate of one share per point are delivered upon retirement to Directors based on the number of points they have been granted. (The same shall apply hereinafter in this Proposal.) *3: Excluding 1 time when only External Directors deliberated. |
No. | Name (Date of birth) | Profile, title, position and important concurrent duties | Number of the Company’s common shares held |
3 | SUZUKI Akira (November 21, 1957) Candidate for reappointment Male Tenure as Director: 6 years Shares to be delivered from the Company’s stock-based remuneration system 9,156 Points held from the Company’s stock-based remuneration system 40,775 points Attendance at Board of Directors’ meetings during the current fiscal year: 15/15 (100.0%) | Apr. 1981 Joined Trio Electronics, Inc. (currently JVCKENWOOD Corporation) Oct. 2006 Chief Engineer of Communication Business Division, Chief Engineer of Strategic Technology Development Center of Kenwood Corporation (currently JVCKENWOOD Corporation) Jun. 2009 Director of the Board, General Executive and Chief Engineer of Radio System Business Division of Kenwood Corporation Jun. 2013 Managing Executive Officer of IT, General Executive of Communication Division of JVCKENWOOD Corporation Apr. 2018 Executive Officer, COO Public Service Sector of JVCKENWOOD Corporation Jun. 2020 Director of the Board, Senior Managing Executive Officer, COO Public Service Sector, General Manager of Management Base Reform Office of JVCKENWOOD Corporation Apr. 2023 Director of the Board, Senior Managing Executive Officer, COO Safety & Security Sector in charge of Supply Chain Management (SCM*1) Reform of JVCKENWOOD Corporation Jun. 2025 Representative Director of the Board, Senior Managing Executive Officer, COO Safety & Security Sector in charge of Supply Chain Management (SCM) Reform of JVCKENWOOD Corporation Apr. 2026 Representative Director of the Board, President & Chief Executive Officer (COO*2) of JVCKENWOOD Corporation (current position) *1: Supply Chain Management, *2: Chief Operating Officer Representative Director of the Board, President, Chief Operating Officer (COO) Not applicable. | 64,696 shares |
Reasons for selecting him as a candidate for Director and a summary of expected roles The Company proposes the election of Mr. SUZUKI Akira as a Director and expects that he will contribute to the enhancement of the corporate value of the Group through his activities as the COO of the Company, utilizing his extensive experience, knowledge, professional views and personal relationship acquired through his broad involvement in corporate management within the Group’s Safety & Security technology division and overseas businesses, as well as through his past corporate management experience as a Director and Executive Officer of the Company. | |||
No. | Name (Date of birth) | Profile, title, position and important concurrent duties | Number of the Company’s common shares held |
4 | MIYAMOTO Masatoshi (March 16, 1963) Candidate for reappointment Male Tenure as Director: 9 years Shares to be delivered from the Company’s stock-based remuneration system 8,013 Points held from the Company’s stock-based remuneration system 45,683 points Attendance at Board of Directors’ meetings during the current fiscal year: 15/15 (100.0%) | Apr. 1986 Joined Trio Electronics, Inc. (currently JVCKENWOOD Corporation) Jun. 2007 Director and President of Kenwood Electronics Trading (Shanghai) Co., Ltd. Jun. 2012 Operating Officer of HM*1 Electronics Business Group, General Executive of Sound & Acoustic Division, General Executive of AV Communications*2 Operation, Sound & Acoustic Division of JVCKENWOOD Corporation May 2014 Senior Vice President & Executive Officer, Head of Car Electronics Segment of JVCKENWOOD Corporation Apr. 2017 Managing Executive Officer, Chief Financial Officer (CFO*3) of JVCKENWOOD Corporation Jun. 2017 Director, Managing Executive Officer, Chief Financial Officer (CFO) of JVCKENWOOD Corporation Jun. 2021 Representative Director of the Board, Senior Managing Executive Officer, Chief Financial Officer (CFO) of the Company Apr. 2026 Representative Director of the Board, Executive Vice President, Chief Financial Officer (CFO) of JVCKENWOOD Corporation (current position) *1: Home & Mobile, *2: Audio Visual Communications, *3 Chief Financial Officer Representative Director of the Board, Executive Vice President, Chief Financial Officer (CFO) Not applicable. | 105,384 shares |
Reasons for selecting him as a candidate for Director and a summary of expected roles The Company proposes the election of Mr. MIYAMOTO Masatoshi as a Director and expects that he will contribute to the enhancement of the corporate value of the Company’s group through his extensive experience in business management in the Entertainment Solutions and Mobility & Telematics Service Sectors of the Company’s group and in corporate management in the finance and accounting departments, etc., as well as his wealth of experience, knowledge, professional perspective and personal relationships in the business of the Company’s group gained through his extensive work experience, as well as through his past corporate management experience as a Director and Executive Officer of the Company, and that he will continue to be active as the Chief Financial Officer (CFO). | |||
No. | Name (Date of birth) | Profile, title, position and important concurrent duties | Number of the Company’s common shares held |
5 | ONITSUKA Hiromi (April 19, 1952) Candidate for reappointment External Independent Female Tenure as Director: 5 years Attendance at Board of Directors’ meetings during the current fiscal year: 15/15 (100.0%) Attendance at Nomination and Remuneration Advisory Committee meetings during the current fiscal year: 16/16 (100.0%) | Apr. 1976 Joined Tokyo Shibaura Electric Co., Ltd. (currently TOSHIBA CORPORATION) Apr. 2005 General Manager, Clinical Laboratory Systems Division of Toshiba Medical Systems Corporation (currently Canon Medical Systems Corporation) Jun. 2009 Vice President, Chief Marketing Executive and General Manager, Clinical Laboratory Systems Division of Toshiba Medical Systems Corporation Jun. 2012 Full-time Audit and Supervisory Board Member of Yahoo Japan Corporation (currently LY Corporation) (Independent Auditor) Jun. 2015 Outside Director, Full-time Audit and Supervisory Committee Member (Independent Director) of Yahoo Japan Corporation Jun. 2018 Audit & Supervisory Board Member of eBook Initiative Japan Co., Ltd. (currently LINE Digital Frontier Corporation) (retired in February 2022) Oct. 2019 Outside Director, Full-time Audit and Supervisory Committee Member (Independent Director) of Z Holdings Corporation (currently LY Corporation) (retired in February 2021) Audit & Supervisory Board Member of Yahoo Japan Corporation (currently LY Corporation) (retired in September 2023) Jun. 2020 Outside Director (Independent Director) of Tokyo Electron Device Limited (current position) Jun. 2021 External Director of the Board of JVCKENWOOD Corporation (current position) Director of the Board, Chairman of Nomination and Remuneration Advisory Committee Outside Director (Independent Director) of Tokyo Electron Device Limited | 17,800 shares |
Reasons for selecting her as a candidate for external Director and a summary of expected roles The Company proposes the election of Ms. ONITSUKA Hiromi as a Director and expects that her extensive experience, knowledge, professional views and personal relationships in the information and electrical industries, mainly OEM sales and overseas distributor sales, gained through business operations and corporate management at listed companies outside the Group will be utilized in the Company’s management and also contribute to the enhancement of the corporate value of the Group. As an independent officer, the Company also expects that she will play an active role in supervising the Company’s management by providing advice and proposals to the Company as an objective third party not involved in the Group’s business execution in order to ensure the appropriateness and correctness of the decision-making process by the Board of Directors. | |||
No. | Name (Date of birth) | Profile, title, position and important concurrent duties | Number of the Company’s common shares held |
6 | HIRANO Satoshi (December 12, 1957) Candidate for reappointment External Independent Male Tenure as Director: 2 years Attendance at Board of Directors’ meetings during the current fiscal year: 15/15 (100.0%) Attendance at Nomination and Remuneration Advisory Committee meetings during the current fiscal year: 16/16 (100.0%) | Apr. 1982 Joined Tokyo Optical Co., Ltd. (currently TOPCON CORPORATION) Apr. 1996 Executive Vice President of Topcon Laser Systems, Inc. (currently Topcon Positioning Systems, Inc.) Jul. 2001 Executive Vice President of Topcon Positioning Systems, Inc. Jun. 2007 Executive Officer of TOPCON CORPORATION Jun. 2010 Director, Executive Officer, General Manager, Positioning Business Unit of TOPCON CORPORATION Jun. 2012 Director, Managing Executive Officer of TOPCON CORPORATION Jun. 2013 Representative Director, President & CEO*1 of TOPCON CORPORATION Apr. 2023 Representative Director, Chairman of TOPCON CORPORATION (retired in December 2025) Jun. 2024 External Director of the Board of JVCKENWOOD Corporation (current position) Jun. 2025 Outside Director of SAXA, Inc. (current position) *1: Chief Executive Officer Director of the Board, Member of Nomination and Remuneration Advisory Committee Outside Director of SAXA, Inc. | 2,300 shares |
Reasons for selecting him as a candidate for external Director and a summary of expected roles The Company proposes the election of Mr. HIRANO Satoshi as a Director and expects that his extensive experience, knowledge, professional views and personal relationships obtained through his work at manufacturing and technology departments, etc., of listed companies outside the Group and corporate management both inside and outside Japan as a Director will be utilized in the Company’s management and also contribute to the enhancement of the corporate value of the Group. As an independent officer, the Company also expects that he will play an active role in supervising the Company’s management by providing advice and proposals to the Company as an objective third party not involved in the Group’s business execution in order to ensure the appropriateness and correctness of the decision-making process by the Board of Directors. | |||
No. | Name (Date of birth) | Profile, title, position and important concurrent duties | Number of the Company’s common shares held |
7 | ORII Masako (October 10, 1960) First-time candidate External Independent Female Tenure as Director: - Attendance at Board of Directors’ meetings during the current fiscal year: - (- %) Attendance at Nomination and Remuneration Advisory Committee meetings during the current fiscal year: - (- %) | Apr. 1983 Joined Suntory (currently Suntory Holdings Limited) Apr. 2012 Executive Officer of Suntory Holdings Limited Apr. 2016 Senior Managing Director of Suntory Wellness Ltd. Apr. 2019 Advisor of Suntory Holdings Limited (retired in March 2026) General Manager of Suntory Hall, Suntory Foundation for the Arts Jun. 2020 Outside Director of OBAYASHI CORPORATION (current position) May 2021 Outside Director and Audit & Supervisory Committee Member of TOHO CO., LTD. (current position) Apr. 2025 Senior Advisor of Suntory Foundation for the Arts (retired in December 2025) Not applicable.Outside Director of OBAYASHI CORPORATION Outside Director and Audit & Supervisory Committee Member of TOHO CO., LTD. | - shares |
Reasons for selecting her as a candidate for external Director and a summary of expected roles The Company proposes the election of Ms. ORII Masako as a Director and expects that her extensive experience, knowledge, professional views and personal relationships in areas such as marketing and human resource and organizational development, obtained through her corporate management of listed companies outside the Group and corporate management will be utilized in the Company’s management and also contribute to the enhancement of the corporate value of the Group. As an independent officer, the Company also expects that she will play an active role in supervising the Company’s management by providing advice and proposals to the Company as an objective third party not involved in the Group’s business execution in order to ensure the appropriateness and correctness of the decision-making process by the Board of Directors. | |||
Mr. HIRAKO Yuji, Ms. ONITSUKA Hiromi, Mr. HIRANO Satoshi and Ms. ORII Masako are candidates for external Director prescribed under Article 2, paragraph 3, item 7 of the Regulations for Enforcement of the Companies Act.
Tenure of office as external Director of the Company since he or she took officeMr. HIRAKO Yuji is currently an external Director of the Company, and his tenure of office will be three (3) years at the conclusion of this Ordinary General Meeting of Shareholders.
Ms. ONITSUKA Hiromi is currently an external Director of the Company, and her tenure of office will be five
(5) years at the conclusion of this Ordinary General Meeting of Shareholders.
Mr. HIRANO Satoshi is currently an external Director of the Company, and his tenure of office will be two
(2) years at the conclusion of this Ordinary General Meeting of Shareholders.
Outline of Liability Limitation AgreementThe Company has concluded a liability limitation agreement regarding the indemnity liability provided under Article 423, paragraph 1 of the Companies Act with Mr. HIRAKO Yuji, Ms. ONITSUKA Hiromi, and Mr. HIRANO Satoshi. The indemnity liability shall be thereunder limited to 5 million yen or the minimum liability limitation provided by laws and regulations, whichever is higher, when the external Director has acted faithfully and without gross negligence. If they are elected, the Company shall extend this agreement with them.
If the election of Ms. ORII Masako is approved, the Company shall conclude a liability limitation agreement regarding the indemnity liability provided under Article 423, paragraph 1 of the Companies Act with her. The indemnity liability shall be thereunder limited to 5 million yen or the minimum liability limitation provided by laws and regulations, whichever the higher, when the external Director has acted faithfully and without gross negligence.
Matters concerning independenceKyushu Electric Power Company, Incorporated (“Kyushu Electric Power”), where Mr. HIRAKO Yuji concurrently holds office, had in the past and currently has business relations with the Company with regard to purchases. However, Kyushu Electric Power’s transactions with the Company in the past and in the consolidated fiscal year under review amounted to less than one (1) percent of the consolidated net sales of the Company or Kyushu Electric Power in each corresponding fiscal year, and do not fall under major transactions for either the Company or Kyushu Electric Power. In addition, no mutual relationship exists between Kyushu Electric Power and the Company, including donations, mutual dispatch of directors or shareholding. SMBC Nikko Securities Inc., where Mr. HIRAKO Yuji concurrently holds office, had in the past and currently has business relations with the Company with regard to payment of fees in securities transactions, etc. However, the transaction amounts for both the past and the current consolidated fiscal year represent less than one (1) percent of the consolidated net sales of the Company or SMBC Nikko Securities Inc., and do not fall under major transactions for either the Company or SMBC Nikko Securities Inc. Moreover, while SMBC Nikko Securities Inc. owns 314,753 shares of the Company (with an ownership ratio of less than 0.3%), this ownership is for purposes related to the securities operations of SMBC Nikko Securities Inc. and does not constitute a significant capital relationship, and no mutual relationship exists between SMBC Nikko Securities Inc. and the Company, including donations or mutual dispatch of directors. In addition, no mutual relationship exists between ANA Holdings Inc. and Seven Bank, Ltd., where Mr. HIRAKO concurrently serves, and the Company, such as business transactions including donations, mutual dispatch of directors or shareholding.
In addition, Mr. HIRAKO has not been an operating officer or the like of the Company’s major business partners and major shareholders in the past other than that stated above.
For these reasons, the Company regards him as independent.
If Mr. HIRAKO Yuji is elected, the Company will designate him as an independent director as stipulated in the provisions of Tokyo Stock Exchange, Inc.
Tokyo Electron Device Limited (“Tokyo Electron”), where Ms. ONITSUKA Hiromi concurrently holds office, had in the past and currently has business relations with the Company with regard to purchases and sales. Tokyo Electron’s transactions with the Company in the consolidated fiscal year under review amounted to approximately 2.5 billion yen, which exceeded one (1) percent of Tokyo Electron’s consolidated net sales. Although Tokyo Electron’s transactions with the Company in the fiscal year ended March 31, 2025, amounted to approximately 4.0 billion yen, which exceeded one (1) percent of the consolidated net sales of the Company and Tokyo Electron, they do not fall under major transactions for the Company and Tokyo Electron. In addition, no other mutual relationship exists between Tokyo Electron and the Company, including donations, mutual dispatch of directors, or shareholding.
Tokyo Shibaura Electric Co., Ltd. (currently TOSHIBA CORPORATION) (“TOSHIBA”), where Ms. ONITSUKA previously served as an executive, had in the past, business relations with the Company with regard to purchases (no business relations in the consolidated fiscal year under review). The amount of transactions between the Company and TOSHIBA in the consolidated fiscal year ended March 31, 2013
amounted to approximately 4.0 billion yen, more than one (1) percent of the consolidated net sales of the Company and less than one (1) percent of the consolidated net sales of TOSHIBA, in each corresponding fiscal year. However, this does not fall under major transactions for either the Company or TOSHIBA. No other mutual relationship exists between TOSHIBA and the Company, including donations, mutual dispatch of directors, or shareholding. Ms. ONITSUKA resigned as an executive of TOSHIBA more than ten (10) years ago and currently has no relationship with the company. Regarding companies where Ms. ONITSUKA previously served as an executive, Yahoo Japan Corporation and Z Holdings Corporation (currently LY Corporation) and the Company had in the past and currently have business relations with regard to purchases; Toshiba Medical Systems Corporation (currently Canon Medical Systems Corporation) (“Toshiba Medical”) had in the past and currently have business relations with regard to sales. However, the transactions with the Company amounted to less than one (1) percent of the consolidated net sales of the Company or each of these companies and do not fall under major transactions for any of the companies. Moreover, no other mutual relationship exists between these companies and the Company, including donations, mutual dispatch of directors or shareholding. Ms. ONITSUKA resigned as an executive of Yahoo Japan Corporation (currently LY Corporation) two (2) years ago, resigned as an executive of Z Holdings Corporation (currently LY Corporation) five (5) years ago, and resigned as an executive of Toshiba Medical Systems Corporation (currently Canon Medical Systems Corporation) over ten (10) years ago, and currently has no relationship with any of these companies. No mutual relationship exists between eBook Initiative Japan Co., Ltd. (currently LINE Digital Frontier Corporation), where she previously served as an executive, and the Company, such as business transactions including donations, mutual dispatch of directors or shareholding.
In addition, Ms. ONITSUKA has not been an operating officer or the like of the Company’s major business partners and major shareholders in the past other than that stated above.
For these reasons, the Company regards her as independent.
If Ms. ONITSUKA is elected, the Company will designate her as an independent director as stipulated in the provisions of Tokyo Stock Exchange, Inc.
No mutual relationship exists between SAXA, Inc., where Mr. HIRANO Satoshi concurrently holds office, and the Company, such as business transactions including donations, mutual dispatch of directors or shareholding.
No mutual relationship exists between TOPCON CORPORATION or Topcon Positioning Systems, Inc., where he previously served as an executive, and the Company, such as business transactions including donations, mutual dispatch of directors or shareholding.
In addition, Mr. HIRANO has not been an operating officer or the like of the Company’s major business partners and major shareholders in the past other than that stated above.
For these reasons, the Company regards him as independent.
If Mr. HIRANO Satoshi is elected, the Company will designate him as an independent director as stipulated in the provisions of Tokyo Stock Exchange, Inc.
No mutual relationship exists between OBAYASHI CORPORATION, or TOHO Co., Ltd., where Ms. ORII Masako concurrently holds office, and the Company, such as business transactions including donations, mutual dispatch of directors, or shareholding.
No mutual relationship exists between Suntory Holdings Limited (currently Suntory Holdings Limited), Suntory Holdings Limited, Suntory Wellness Ltd., or the Suntory Foundation for the Arts, where she previously served as an executive, and the Company, such as business transactions including donations, mutual dispatch of directors, or shareholding.
In addition, Ms. ORII has not been an operating officer or the like of the Company’s major business partners and major shareholders in the past other than that stated above.
For these reasons, the Company regards her as independent.
If Ms. ORII is elected, the Company will designate her as an independent director as stipulated in the provisions of Tokyo Stock Exchange, Inc.
When an Outside Director candidate has served as a Director, Executive Officer, or Audit & Supervisory Board Member of another company within the past five years: Any facts regarding violations of laws, regulations, or the Articles of Incorporation, or other instances of improper business execution that occurred at said other company during the candidate’s tenure, and a summary of actions taken by the candidate to prevent such occurrences and the measures taken following their occurrence.In relation to a labor accident that occurred on October 4, 2024, at the “Construction of the Chuo Shinkansen Fourth Minami-Koma Tunnel (East Section) and Other Works,” a project carried out by a joint venture for which OBAYASHI CORPORATION (where Ms. ORII Masako serves as Outside Director) acts as the representative, it was found that employees of the company provided false explanations to the relevant Labor Standards Inspection Office. Consequently, on March 24, 2026, the company and two of its employees received summary orders from the Kajikazawa Summary Court to pay fines of 200,000 yen each for violations of the Industrial Safety and Health Act. Regarding the aforementioned incident at OBAYASHI CORPORATION,
Ms. ORII had regularly monitored and supervised the conduct of business operations by each Director and the operational status of the internal control system even prior to the occurrence of this matter through means such as listening to reports at Board of Directors’ meetings and expressing opinions thereon, in an effort to prevent violations of laws and regulations. Furthermore, since the discovery of this incident, she has fulfilled her responsibilities as an Outside Director by making recommendations for the implementation of effective measures to prevent recurrence.
Notes common to all of the seven (7) candidates above:
There are no conflicts of interest between each candidate and the Company.
The candidates for external Director will not receive and have not received in the past two (2) years a large amount of money or other assets (excluding the remuneration for Director, accounting advisor, audit & supervisory board member, executive officer or other similar position) from the Company or special related corporations of the Company.
The Company has taken out directors and officers liability insurance (D&O insurance), as stipulated in Article 430-3 of the Companies Act, with all Directors, Audit & Supervisory Board Members and Executive Officers of the Company and its subsidiaries as the insured to ensure that officers can fully perform their expected roles in the course of their duties and to allow the Company to obtain superior talent. Each of the candidates, excluding Ms. ORII Masako, is currently insured under such insurance policy as a Director of the Company, and if this proposal is approved as proposed and each candidate, including Ms. ORII Masako, is appointed as a director, each candidate will be insured under such insurance policy. The insurance policy covers damages that may arise due to the directors who are included as the insured being held liable for the execution of their duties or being subject to a claim related to the pursuit of such liability in a shareholder derivative lawsuit or third-party lawsuit. The full amount of the premiums, including those for special clauses, is paid by the Company; therefore, the insured does not bear the actual premiums. However, the policy does include certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations that were carried out with full knowledge of their illegality. In addition, the insurance policy has a deductible and the damages up to the deductible will not be covered. The Company plans to renew this insurance policy in October 2026, which is during the term of office of each candidate.
The Company has evaluated and analyzed the effectiveness of the Board of Directors since 2016 in accordance with Article 17 of the JVCKENWOOD Corporate Governance Policy. An overview of the evaluation methodology and results for the current fiscal year, as well as initiatives for future improvement, are as follows:
- Summary of the Method of Evaluation on Effectiveness
To enhance the objectivity and effectiveness of the fiscal 2025 evaluation of the effectiveness of the Board of Directors, the Company utilized a third-party organization (legal counsel) to conduct the evaluation and analysis. Specifically, in addition to a self-evaluation questionnaire based on items developed by the Board Secretariat, the third-party organization conducted individual interviews with all directors, including Audit and Supervisory Committee members, between January and February 2026. Furthermore, related materials such as Board minutes from the past year were reviewed to perform a multifaceted analysis and evaluation, which included assessing progress and changes since the previous year’s evaluation.
- Summary of the Result of Evaluation on Effectiveness
As a result of this evaluation, it was concluded that the overall effectiveness of the Board of Directors remains at a high level, with recognized steady progress since the previous year in the following areas:
Realization of even more open and uninhibited discussions following the transition to a Company with an Audit and Supervisory Committee
Fair and active deliberations aimed at enhancing corporate value by Directors possessing diverse expertise
Readiness to continuously work sincerely on the growth of governance and the evaluation of the effectiveness of the Board of Directors
Meanwhile, the following points were identified as areas for further analysis to continue enhancing the effectiveness of the Board of Directors:
Reviewing the transition to a Company with an Audit and Supervisory Committee and developing a shared understanding of remaining challenges
Clarifying the specific monitoring model envisioned for the Board of Directors
Enhancing board efficiency through improved agenda setting, executive training, and the utilization of off-site meetings
Deepening discussions regarding mid-to-long-term board succession planning
Reviewing and refining the questionnaire items used for the Board of Directors’ effectiveness evaluation
- Future Initiatives to Enhance the Effectiveness of the Board of Directors
Following the third-party effectiveness evaluation, the Company’s Board of Directors received an assessment that its overall effectiveness remains at a high level, with steady progress confirmed in comparison to the previous fiscal year. In particular, the evaluation recognized the progress made in stimulating board discussions and strengthening oversight functions through the transition to a Company with an Audit and Supervisory Committee.
On the other hand, the evaluation provided recommendations that for the future, it is crucial for the Board of Directors to further clarify its vision for monitoring-based governance and to focus on agenda setting prioritized for strategic discussions that contribute to mid-to-long-term corporate value enhancement. At the same time, we are encouraged to strive for efficient and highly effective proceedings while continuously reviewing the composition and skill sets of the Board to further deepen discussions on human resources and board succession planning.
Taking into account these evaluation results and the upcoming revisions to the Corporate Governance Code, the Company will work on continuous improvements to enhance the effectiveness of the Board of Directors, aiming for the sustainable enhancement of corporate value.
JVCKENWOOD Corporate Governance Policy is available on our website (https://www.jvckenwood.com/jp/corporate/governance/) (in Japanese).
(Reference) Criteria for Judgment of IndependenceArticle 18 of JVCKENWOOD Corporate Governance PolicyIn general, to ensure the effectiveness of the supervisory function of the management based on experience, achievements, expertise, insights and other attributes, as well as independence from conflicts of interest with general shareholders, the Company shall elect candidates for external Directors by confirming their business backgrounds and ensuring that they are not principal shareholders of the Company or have never been engaged in business execution at the Company’s main business partners (with a transaction value of one (1) percent or more of the consolidated net sales of the Company), based on its criteria and policies for independence set out in accordance with the “Guidelines concerning Listed Company Compliance, etc.” (III 5. (3)-2) established by the Tokyo Stock Exchange, Inc.
* III 5. (3)-2 of the “Guidelines concerning Listed Company Compliance, etc.” (revised July 22, 2025) of the Tokyo Stock Exchange, Inc.
The status of a person(s) who is reported to Tokyo Stock Exchange, Inc. as being an independent director(s)/auditor(s) by the issuer of a listed domestic stock pursuant to the provisions of Rule 436-2 “Handling of the Securing of Independent Director(s)/Auditor(s)” of the Enforcement Rules for Securities Listing Regulations when such person falls under any of the following a. to d.;
A person for which said company is a major client or a person who executes business for such person, or a major client of said company or a person who executes business for such client;
A consultant, accounting professional or legal professional (in the case of a group such as a corporation or association, this shall refer to a person belonging to such group) who receives a large amount of money or other asset other than remuneration for directorship/auditorship from said company; or
A person who has recently fallen under a. or the preceding b.
c-2. A person who has fallen under the following (a) or (b) at any time within 10 years before taking office
A person who executes business for a parent company of said company (including a director who does not execute business or an auditor in cases where said company designates its outside auditor as an independent director); or
A person who executes business for a fellow subsidiary of said company.
A close relative of a person referred to in any of the following (a) to (f) (excluding those of insignificance);
A person referred to in a. to the preceding c-2.;
Accounting advisor of said company (limited to cases where said company designates its outside auditor as an independent director; if such an accounting advisor is a juridical person, it shall include the employee who is to perform the duties of such an accounting advisor, the same shall apply hereinafter);
A person who executes business for a subsidiary of said company (including a director who does not execute business or an accounting advisor in cases where said company designates its outside auditor as an independent auditor);
A person who executes business for a parent company of said company (including a director who does not execute business or an auditor in cases where said company designates its outside auditor as an independent director); or
A person who executes business for a fellow subsidiary of said company.
A person who has recently fallen under (b) or (c), or a person who executed business for said company (in cases where an outside auditor is designated as an independent director, including a director who does not execute business).
The Group considers the enhancement of transparency and efficiency in management decision-making and the improvement of corporate value by strengthening corporate governance to be one of the most important management issues. To this end, we have adopted a system of separation of management and execution, invitation of independent External Officers, and establishment of an internal audit department to improve checking functions, and have made it a basic policy to enhance and strengthen corporate governance by promoting the development of a group-wide internal control system.
JVCKENWOOD Corporation has formulated its basic approach and policies on corporate governance based on each principle of the Corporate Governance Code as the JVCKENWOOD Corporate Governance Policy, which is posted on the Company’s website (https://www.jvckenwood.com/en/corporate/governance/).
The corporate governance structure of JVCKENWOOD Corporation is as follows. (Corporate Governance Structure Chart) (As of May 1, 2026)
BUSINESS REPORT
(From April 1, 2025 to March 31, 2026)
1. Matters Concerning the Current Situation of the Group- Course of Business and the ResultsRevenue
Revenue for the fiscal year under review declined due to the significant impact of reduced production and sales which were driven by a shortage of components in the Communications Systems Business in the Safety & Security sector, particularly in the private sector market, as well as the impact of U.S. tariff measures on the media business within the Mobility & Telematics Services and Entertainment Solutions sectors, resulting in revenue of 356,865 million yen, a decrease of approximately 13.4 billion yen (a decrease of 3.6%) compared to the previous fiscal year.
Business profitThe Company regards business profit to be the amount obtained by deducting cost of sales as well as selling, general and administrative expenses from revenue.
Business profit for the fiscal year under review, because of the decrease in revenue described above, was 20,880 million yen, a decrease of approximately 4.4 billion yen (a decrease of 17.5%) compared to the previous fiscal year.
Operating profitOperating profit for the fiscal year under review was 20,540 million yen, a decrease of approximately 1.3 billion yen (a decrease of 5.7%) from the previous fiscal year, mainly due to the decline in business profit, notwithstanding a significant improvement in other income and expenses.
Profit before income taxesProfit before income taxes for the fiscal year under review, primarily due to a decline in operating profit, was 21,660 million yen, a decrease of approximately 1.8 billion yen (a decrease of 7.8%) compared to the previous fiscal year.
Profit attributable to owners of the parent companyProfit attributable to owners of the parent company for the fiscal year under review decreased approximately 3.5 billion yen, or 17.2%, compared to the previous fiscal year to 16,787 million yen, reflecting a decrease in profit before income taxes.
Mobility & Telematics Service SectorRevenue
195,748 million yen (down 3.7% YoY)
In the OEM Business, although sales by JVCKENWOOD Hong Kong Holdings Limited, which handles automotive-related components and contract manufacturing for electronic devices, declined due to the slowdown in the Chinese economy, overall performance remained on par with the previous fiscal year, driven by strong sales in the domestic accessories business and solid sales performance by ASK Industries S.p.A., a manufacturer of in-vehicle speakers and similar products.
The Aftermarket Business saw a decrease in revenue compared to the previous fiscal year due to the impact of U.S. tariff measures.
In the Telematics Service Business, sales of communication-type drive recorders for non-life insurance companies decreased, and revenue decreased compared to the previous fiscal year as a result.
Business profit
5,399 million yen (up 10.6% YoY)
Although JVCKENWOOD Hong Kong Holdings Limited, which oversees our OEM Business, was impacted by the economic slowdown in China, the Mobility & Telematics Services sector as a whole achieved an increase in profits compared to the previous fiscal year. This result was driven by strong sales in our domestic accessories business, profit improvements resulting from price revisions within the Aftermarket Business despite a decline in revenue in that sector, and sector-wide initiatives to reduce fixed costs.
Safety & Security SectorRevenue
94,695 million yen (down 5.3% YoY)
The Communications Systems Business, having faced reduced production and sales in the first quarter of the consolidated fiscal year due to parts supply shortages, began to recover from the second quarter of the consolidated fiscal year. However, during the second half of the fiscal year, it was impacted by lost sales opportunities in the private sector market resulting from delays in product delivery timing. Furthermore, in the public safety market, which was impacted by factors such as delays in budget execution resulting from the U.S. government shutdown, we were unable to fully recover the ground lost during the first quarter of the consolidated fiscal year under review, resulting in a revenue decline of approximately 5.0 billion yen compared to the previous fiscal year.
In the Professional Systems Business, while sales of public and industrial systems by JVCKENWOOD Corporation remained robust, a decline in revenue within the healthcare sector resulted in a decrease of approximately 300 million yen compared to the previous fiscal year.
Business profit
12,736 million yen (down 31.4% YoY)
Due to a decline in revenue within the Communications Systems Business, coupled with the recording of loss provisions associated with the withdrawal from the healthcare sector, the Safety & Security sector as a whole experienced a decline in profits compared to the previous fiscal year.
Entertainment Solutions SectorRevenue
56,819 million yen (down 1.9% YoY)
The Media Business saw a decrease of approximately 4.3 billion yen compared to the previous fiscal year due to the impact of U.S. tariff measures.
The Entertainment Business saw a substantial increase in revenue of approximately 3.2 billion yen compared to the previous fiscal year thanks to strong sales in the content business.
Business profit
2,517 million yen (up 36.2% YoY)
Although the Media Business experienced a decline in revenue, the Entertainment Business achieved a substantial increase in revenue. As a result, the Entertainment Solutions sector as a whole posted an increase in profit compared to the previous fiscal year.
- Policy on the Disposal of Surplus
The Company considers a stable return of profits and the securing of management resources for future growth to be one of its most important managerial issues, and uses the total return ratio as an indicator of shareholder return, in comprehensive consideration of the Company’s profitability and financial position. In addition to dividends as a measure to return profits to shareholders, we will flexibly acquire treasury stock while maintaining a balance with capital utilization towards medium to long term profit growth and an effect of improving capital performance, and will perform a stable return of profits to shareholders at a target level of 30% to 40% of the total return ratio.
The Company stipulates in its Articles of Incorporation that it can pay dividends from surplus on a record date it determines, in addition to two (2) record dates in a year: the record date for the year-end dividend (March 31) and that for the interim dividend (September 30).
The Company stipulates in its Articles of Incorporation that matters, including dividends from surplus, set forth in each item of Article 459, paragraph 1 of the Companies Act shall be decided by resolutions of the Board of Directors, not those of general meeting of shareholders, unless otherwise provided by laws and regulations.
In accordance with the aforementioned dividend policy, the Board of Directors decided at its meeting held on October 31, 2025 to pay an interim dividend of 6 yen per share (regular dividend), representing a 1-yen increase from the previous fiscal year’s interim dividend. With regard to a year-end dividend, based on the full-year business results, the Board of Directors resolved at its meeting held on May 13, 2026 to pay a dividend of 12 yen per share (regular dividend). Furthermore, regarding the acquisition of treasury shares, we acquired approximately 3.51 million shares (total acquisition cost of approximately 5.0 billion yen) in November 2025, concurrently with our fundraising, and approximately 2.43 million shares (total acquisition cost of approximately 3.0 billion yen) in March 2026. As a result, the total return ratio was approximately 33%*.
*The acquisition of treasury shares in November 2025 is not included.
For FY2026, the total return ratio target will be set at 30 - 45%, raising the upper limit by 5% from the previous range of 30 - 40%. While prioritizing stable dividends and continuous dividend increases as our fundamental policy, we intend to flexibly acquire treasury shares within the scope of our total return ratio, taking into account the balance between our financial position and growth investments.
In FY2026, the Company will continue to work to improve both our results and financial conditions, and our annual dividend forecast is 20 yen per share (interim dividend: 10 yen, year-end dividend: 10 yen).
Fiscal Year
Month/Year
Amount
FY2023
Jun. 2023
Approx. 4.0 billion yen
Dec. 2023
Approx. 2.5 billion yen
FY2024
Feb. 2025
Approx. 4.5 billion yen
Jun. 2025
Approx. 2.0 billion yen
FY2025
Nov. 2025
Approx. 5.0 billion yen
Mar. 2026
Approx. 3.0 billion yen
- Transition of Assets and Profit & Loss
- State of Assets and Profit & Loss (the Group) (IFRS)
(Millions of yen)
Items
15th Term (March 2023)
16th Term (March 2024)
17th Term (March 2025)
18th Term (March 2026)
Revenue
336,910
359,459
370,308
356,865
Business profit
15,836
19,710
25,307
20,880
Operating profit
21,634
18,226
21,792
20,540
Profit before income taxes
21,161
18,245
23,490
21,660
Profit attributable to owners of the parent company
16,229
13,016
20,276
16,787
Basic earnings per share (yen)
99.27
84.34
135.17
115.21
Diluted earnings per share (yen)
99.10
83.84
134.07
111.62
Total assets
299,355
316,819
313,336
347,605
Total equity
103,731
121,220
131,399
149,698
Equity attributable to owners of the parent company
98,807
114,801
125,103
143,834
Equity attributable to owners of the parent company per share (yen)
604.39
761.35
845.07
1,017.71
Note: “Basic earnings per share” and “Diluted earnings per share” are calculated based on the average number of outstanding shares in the fiscal year. The treasury stocks are excluded from the average number of outstanding shares in the fiscal year.
- State of Assets and Profit & Loss (the Company) (Japanese GAAP)
(Millions of yen)
Items
15th Term (March 2023)
16th Term (March 2024)
17th Term (March 2025)
18th Term (March 2026)
Net sales
173,131
164,551
160,803
139,852
Operating profit
4,715
1,743
6,937
1,435
Ordinary income
6,968
9,399
14,704
5,317
Net income (loss)
5,016
10,937
21,394
3,749
Net income (loss) per share (yen)
30.68
70.87
142.63
25.73
Diluted net income (loss) per share (yen)
—
—
—
24.84
Total assets
222,118
223,791
212,124
233,497
Net assets
79,452
81,827
93,966
87,522
Net assets per share (yen)
486.00
542.67
634.74
619.27
- State of Assets and Profit & Loss (the Group) (IFRS)
- Issues to be Addressed
- Review of VISION 2025 medium-term management plan
In VISION 2025, we have optimized our business portfolio and capital allocation based on a basic strategy of “Change for Growth,” and in addition, we have promoted sustainability management, and worked towards maximizing corporate value.
As a result, we achieved our major management targets ahead of schedule in FY2024 and realized a PBR (Price-to-Book Ratio) of over 1.0x at an early stage.
Meanwhile, the business environment surrounding the Company is undergoing significant changes, including increasingly sophisticated market demands, increased geopolitical risk, and uncertainties in global economic trends. Furthermore, to achieve further growth, we recognize that our primary challenges lie in the optimization of our business portfolio, the improvement of profitability, and the strengthening of our supply chain management (SCM) capabilities.
Under these circumstances, we have formulated our new medium-term management plan, VISION 2030. Our goal is to lead the Group to the next stage by further refining our business portfolio strategy and evolving our management approach with a keen awareness of cost of capital and stock price.
Details of the medium-term management plan VISION 2030 are available on our website (https://www.jvckenwood.com/jp/corporate/policy/).
- Overview of VISION 2030 medium-term management plan
Under VISION 2030, we have newly adopted the theme “Move Forward—Pursuit of sustainable value creation” and will pursue sustainable value creation in seeking to achieve our long-term vision: “A leap toward becoming an excellent company with strength and resilience.”
We will accelerate our pace of creating corporate value by enlisting a three-pronged approach of business portfolio strategy, financial strategy, and sustainability strategy, and strengthening our management base. By fiscal 2030, the final year of VISION 2030, we aim to achieve revenue of 410.0 billion yen or higher, core operating income margin of 9% or higher, ROE of 11% or higher, and ROIC of 10% or higher, while targeting a total payout ratio of approximately 30% to 45%, thereby pursuing sustainable growth.
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