The independent officers of the Company shall be the outside director defined in the Companies Act and the Companies Act Enforcement Regulations, who satisfies the following requirements for independency.
At the time when any event has occurred to the person which results in infringement of the following requirements for independency, he/she shall lose the independency.

1. The Company’s Outside Directors shall not have had any interest in the Company and its affiliates (the “AUTOBACS SEVEN Group”) or specified corporations or entities in any of the following ways:

(1) Receiving remuneration (excluding the remuneration for the duty of an officer from the Company) or other assets from the AUTOBACS SEVEN Group in an amount exceeding ten (10) million yen per fiscal term within the past three years including the fiscal term under review

(2) Belonging to an audit firm that conducted audits on the AUTOBACS SEVEN Group within the past three years, including the fiscal term under review

(3) Serving any of the following corporations or entities (including holding companies) as a director, an executive officer, a general manager or in any other executive or managerial capacity (hereinafter referred to as executive directors, etc.):

  • AUTOBACS SEVEN Group customer or business partner (Note 1) whose amount per fiscal term of operation or trade with, or the amount paid to or received by, the AUTOBACS SEVEN Group accounts for 2% or more of the sales (Note 2) of either party in any fiscal term within the past three years, including the fiscal term under review
  • Financial institution or other large creditor that is indispensable to the AUTOBACS SEVEN Group’s fund procurement and on which the Group depends to the extent that such a financial institution or large creditor is irreplaceable, within the past three years, including the fiscal term under review
  • Any major shareholder of the Company (owning 10% or more of outstanding shares), within the past five years, including the fiscal term under review
  • Any corporation which currently includes the AUTOBACS SEVEN Group as major shareholder (owning more than 10% of outstanding shares)
  • Any corporation that currently shares mutually appointed directors with the AUTOBACS SEVEN Group (mutual exchange of directors through cross-holding of shares)

2．The Company’s outside officers shall not have been a spouse of said executive directors, etc., of the AUTOBACS SEVEN Group or a relative within the second degree of kinship, or have shared means of livelihood in the past five years, including the fiscal term under review.

3．The Company’s outside officers shall not be a spouse of, a relative within the second degree of kinship or share means of livelihood with any person corresponding to the description of Paragraph 1 above.

4．The Company’s outside officers shall not be in any situation that may hinder them from performing their duties as the Company’s independent officers.

(Note 1) Includes line items falling under net sales, such as “operating profit.” Consolidated net sales come from companies within the scope of consolidated accounting.
(Note 2) Includes accounting firms, law offices and consulting companies other than those listed in 1-(2) above.