Brother International 2010 Annual Report Download - page 10

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.
Risk Management Structure
As part of the Group’s risk management structure, to identify, evaluate and appropriately respond to
important 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 of Directors.
In addition to the Board of Directors, the Board of Auditors and accounting auditors, the Company has a Strategy Meeting,
which is attended by executive officers and maintains an internal audit division and various committees to enhance the internal
control and risk management structure. The Company also has a corporate executive officer system.
General Meeting of Shareholders
President
Strategy Meeting Executive Officers
Auditing
Auditing
Appointments and dismissals Appointments and dismissals
Headquarters Departments / Personal & Home Company / Machinery & Solution Company
Board of Directors : 7 directors
(including 3 outside directors)
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
C orporate Governance
Governance Structure
(As of June 23, 2010)
* For details, please see Board of Directors, Auditors and Executive Officers on page 48.
8 Brother Annual Report 2010