Brother International 2009 Annual Report Download - page 10

Corporate Governance
Corporate Mechanism and Internal Control System
The Board of Directors comprises seven members (including three outside directors) and
meets regularly each month and in special situations as necessary to determine important
management issues and to oversee the executive operations.
Brother has established a corporate executive officer system that separates business
operations and supervising in an attempt to strengthen governance and facilitate quick
decision-making. Executive directors are selected by the Board of Directors from among
directors and employees and are assigned posts in departments where they are responsible
for business operations. Certain executive directors are chosen as executive officers, and
devise strategies and provide guidance with their supervised departments of operations.
The Strategy Meeting, attended by executive officers meets twice per month and as
necessary in special situations. The representative director and president chairs this
meeting, which plans strategies for the Group and deliberates matters related to the
execution of business operations.
To prevent and resolve problems, lawyers within and outside of Japan provide advice as
necessary.
As part of the Group’s risk management structure, to identify, evaluate and appropriately
respond to risks affecting the Brother Group, the Risk Management Committee, with the
representative director and president as the committee’s chairman, acts as an independent
management control organization that implements internal controls and crisis management.
Subordinate to the Risk Management Committee are six committees—the Compliance
Committee; Committee of Security Trade Control; Product Liability Committee; Information
Management Committee; Safety, Health and Disaster Prevention Committee; and
Environmental Committee—that manage specific risks and link into the overall Group
management structure.
Brother Industries, Ltd., has a system of statutory auditors who oversee the executive operations of the Board. In
addition to the Board of Directors, the Board of Auditors and accounting auditors, the Strategy Meeting is
attended by executive officers and various committees reinforce the internal audit function as well as the internal
control and risk management systems. Brother has a corporate executive officer system.
General Meeting of Shareholders
President
Auditing
Appointments and dismissals
Personal & Home CompanyHeadquarters Departments Machinery & Solution Company
Board of Directors / 7 directors
(including 3 outside directors)
Strategy Meeting
Board of Auditors / 4 auditors
(including 3 outside auditors)
Committees
'Risk Management Committee
™Compliance Committee
™
Committee of Security Trade Control
™Product Liability Committee
™ Information Management Committee
™ Safety, Health and
Disaster Prevention Committee
™Environmental Committee
Brother Industries, Ltd.,
Governance Structure (As of June 23, 2009)
8 Brother Annual Report 2009