The DENSO Group is working to strengthen its corporate governance activities in a bid to reinforce the Group's competitiveness and ultimately to maintain and improve its long-term corporate performance in a quickly changing global marketplace. In addition to putting in place a variety of governance mechanisms, the Group will continue to provide information regarding financial conditions to stakeholders including shareholders and other investors. In doing so, the Group will carry out sound, efficient management with a high level of transparency.

DENSO Corporation has adopted an audit & supervisory board system. In addition to statutory bodies such as the General Meeting of Shareholders, Board of Directors, Audit and Supervisory Board, and Accounting Auditor, DENSO Corporation has developed various internal control mechanisms. For rapid decision making and the execution of our operations, we have adopted an executive officer system that separates and clarifies the roles of the Board of Directors, which is charged with management (decision making / oversight) and the senior executive directors and executive directors, who are responsible for business execution.

As of June 19, 2015

Format	Audit & Supervisory Board system
Number of directors	13
Number of outside directors	2
Term of directors	1 year
Number of Audit and Supervisory Board members	5
Number of outside Audit and Supervisory Board members	3
Number of meetings of Board of Directors※	16
Policy regarding incentives for directors	Stock option system
Number of independent officers	4
Remuneration disclosure	Disclosure of total figure
Retirement benefit allowance system for Audit and Supervisory Board members	None

※Total for the period from April 2014 to March 2015

Fulfilling a management monitoring function, 13 directors (including two outside directors), two standing (full-time) Audit and Supervisory Board members, and three outside Audit and Supervisory Board members (appointed from outside the Company) supervise and audit directors in the execution of their duties as well as the operations and financial condition of subsidiaries in Japan and overseas.

DENSO recognizes the important role that external objectivity and independence plays in the management monitoring and oversight functions and in ensuring sound corporate governance. The Company therefore selects and appoints outside directors and outside Audit and Supervisory Board members based on the individual's ability to properly reflect abundant external experience and broad knowledge in the Company's decision-making and audit processes.

Outside directors	Reason for appointment	Attendance at meetings of the Board of Directors
George Olcott*	To reflect his wealth of experience and considerable knowledge in academia and corporate management in the Company's management	12/12
Takashi Nawa*	To reflect his wealth of experience and considerable knowledge in the field of corporate management strategy in the Company's management	11/12

Note: Attendance record after the date of appointment on June 19, 2014

Outside Audit and Supervisory Board members	Reason for appointment	Attendance at meetings of the Board of Directors	Attendance at meetings of the Audit and Supervisory Board
Fujio Cho	To reflect the wealth of experience and broad knowledge as a corporate executive in the Company's auditing activities	14/16	11/11
Tsutomu Saito*	To reflect the abundant knowledge as a lawyer in the Company's auditing activities	16/16	11/11
Toshimichi Kondo*	To reflect the abundant knowledge as a certified public accountant in the Company's auditing activities	16/16	11/11

* Independent officers

Monthly remuneration has been set within the range of the maximum amount of total compensation (Directors: ¥80 million per month; Audit and Supervisory Board members: ¥15 million per month) determined by resolution at a General Shareholders' Meeting. Upon receipt of the Board of Director's authority, the representative director decides the monthly remuneration of each director on the basis of Company-set criteria; the remuneration of each Audit and Supervisory Board member being decided following consultation with the individual.

Following approval by resolution at an Ordinary General Shareholders' Meeting, a number of stock options are granted to directors by rank. However, since it was difficult to offer stock options as a medium- to long-term incentive due to considerable short-term volatility in share prices, the stock options granted up to and including fiscal 2010 were continued until the end of the period in which they could be exercised, and stock options were not granted from fiscal 2011 onward.

Based on a resolution at an Ordinary General Shareholders' Meeting, and after receiving approval of the total amount of bonuses to be paid to the Board of Directors, the amount of bonus for each director, which takes into account the level of contribution the individual has made to the Company, is then determined by the representative director upon receipt of the Board of Directors' authority.

Compensation of directors and Audit and Supervisory Board members for fiscal 2015 is as follows.

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