Brother International 2011 Annual Report Download - page 14

Corporate Mechanism and Internal Control System
The Board of Directors comprises six 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 officers 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. 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.
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 Statutory 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.
Governance Structure (As of June 23, 2011)
* For details, please see Board of Directors, Auditors and Executive Officers on page 56.
Basic Approach to Corporate Governance
Our basic management principles call for the long-term enhancement of corporate value through the optimization of management
resources and creation of customer value as well as proactive disclosure of corporate information to shareholders, thereby enhancing
corporate transparency and establishing a long-term relationship of trust with shareholders. We also make it our norm to act with a law-
abiding spirit and the highest integrity. We view the development of an organizational structure to realize these basic principles and
conform to the norm as one of the important challenges for the Brother Group.
General Meeting of Shareholders
Appointments and dismissals
Headquarters Departments / Personal & Home Company / Machinery & Solution Company
Board of Statutory Auditors :
4 auditors
(including 3 outside auditors)
Board of Directors : 6 directors
(including 3 outside directors)
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
President
Executive Officers Strategy Meeting
Internal Audit Department
Auditing
Auditing
Appointments and dismissals
Corporate Governance
12 Brother Annual Report 2011