Bridgestone 2004 Annual Report Download - page 22

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Bridgestone Annual Report 2004
Corporate Governance
Ensuring that the Companies (Bridgestone Corporation (the “Company”) and its subsidiaries)
fulfill their basic corporate mission is the ultimate aim of corporate governance at the Companies.
The Companies articulate that mission in its corporate guiding principles, the Bridgestone Way, as
“serving society with superior quality.” They continue working to upgrade their corporate gover-
nance in the spirit of fulfilling that mission more fully.
Responsibility for management oversight at the Company resides in the Board of Directors, which
presently has nine members. The directors monitor business and financial performance and other
activity at the Companies on behalf of the shareholders and other stakeholders.
Since 2002, the Company has divided the responsibilities for management oversight and opera-
tional management. Dividing the two functions was a measure to clarify responsibility for each
function and—by reducing the size of the Board of Directors—to speed decision making. Members
of management report that the measure has been successful in fulfilling both of those aims.
Responsibility for operational management resides with the corporate officers. Those executives
manage the different sectors of operations in accordance with corporate policy established by the
Board of Directors. Eight of the nine present members of the Board of Directors serve concurrently
as corporate officers. Management believes that some overlap between the Board of Directors and
the corporate officers helps maximize efficiency in both the oversight and operational functions.
The Company’s Board of Corporate Auditors presently consists of five members. Three of
those members are “outside auditors”—individuals who have not been employed by any of
the Companies for at least five years before being named auditors. One of the outside auditors,
Hiroshi Ishibashi, owns 3.14% of the outstanding shares of the Company. He serves as president
of Nagasaka Corporation and as chairman of AXIS Inc., both of which conduct business with
the Companies. Their business with the Companies is subject to the same conditions that govern
the Companies’ business with nonshareholders.
Serving as a supplementary deliberative group at the Company is the Executive Committee. That
group, headed by the Company’s president, consists of some of the directors, corporate auditors,
and corporate officers. The Executive Committee is a forum for deliberating matters expressly
designated by the company rules as its responsibility and certain other matters.
Changes in the Board of Directors and in corporate officers and compensation for the directors and
officers—including severance payments—are the responsibility of the Directorial Personnel and
Compensation Committee. That committee consists of some of the directors, corporate auditors,
corporate officers, and divisional directors of the Company. Matters considered and reported by the
Directorial Personnel and Compensation Committee are subject to deliberation and decision by the
Board of Directors, by the Board of Corporate Auditors, or at the General Meeting of Shareholders.
That helps ensure transparency and objectivity.
Basic approach
Board of Directors
Corporate officers
Board of Corporate
Auditors
Executive Committee
Directorial Personnel and
Compensation Committee