Bridgestone 2008 Annual Report Download - page 36

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CORPORATE GOVERNANCE, COMPLIANCE,
AND RISK MANAGEMENT
APPROACH TO CORPORATE GOVERNANCE
Continually enhancing corporate governance is viewed as one
of management’s most important focus points to ensure that the
Bridgestone Group fullls its founding mission as stated in the
corporate philosophy of “Serving society with superior quality.”
OVERSIGHT AND OPERATIONAL ExECUTION
In accordance with the responsibility and authority delineated
under the Administrative Authority Rules, as well as with the Policy
Management Rules, Bridgestone Corporation develops and
communicates fair, transparent decision making and management
policies. Bridgestone has adopted a corporate ofcer system to
more clearly distinguish between management and operational
responsibilities. This system allows the Board of Directors to
focus more effectively on overseeing the execution of business
operations. There were seven directors as of December 31, 2008.
INTERNAL AUDIT FUNCTIONS
Bridgestone employs a corporate auditor governance model as
laid down in the Corporate Law of Japan. The corporate auditors
audit the execution of business operations by the directors, while
the Board of Directors oversees the executives. As of December 31,
2008, the Board of Corporate Auditors had six members, including
three outside auditors. A substitute corporate auditor was elected
at the General Meeting of Shareholders held on March 26, 2009.
The corporate auditors conduct internal audits based on
policies determined by the Board of Corporate Auditors. Directorial
conduct oversight involves a number of auditing activities,
including attending meetings of the Board of Directors and other
executive meetings, interviews with directors to ascertain the
status of operations, reviews of important business documents,
and on-site audits of business ofces.
Moreover, the corporate auditors meet with representative
directors to exchange information and opinions and hold liaison
meetings with executive corporate auditors of major subsidiaries
in Japan. A dedicated support staff unit assists the corporate
auditors.
The Internal Auditing Ofce and internal auditing departments
within the Company’s divisions and major subsidiaries conduct
internal accounting and operational audits. The Internal Auditing
Ofce makes annual audit plans and conducts on-site audits of
each function, division, and subsidiary. It employed 21 people as of
December 31, 2008. Since May 2006, the Internal Auditing Ofce
and the Company’s internal auditing departments have conducted
audits at Group companies that have instituted organizational
changes in line with the provisions of the Corporate Law of Japan,
with the aim of ensuring a more robust internal control system.
INDEPENDENT FINANCIAL AUDIT
Deloitte Touche Tohmatsu performs the independent audit of the
Company’s nancial statements. The independent nancial audit
team in scal 2008 included three certied public accountants,
seven assistants who were certied public accountants, seven
associate members of the Japan Institute of Certied Public
Accountants, and nine other staff members.
CORPORATE GOVERNANCE STRUCTURES
The Executive Operational Committee is a senior management
body that operates in a consultative and deliberative capacity to
the Board of Directors. It is chaired by the CEO and President and
is composed of directors, corporate ofcers, and divisional heads*.
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As of April 1, 2009
34