Brother International 2012 Annual Report Download - page 16

15
Corporate Governance
Corporate Mechanism and Internal Control System
The Board of Directors comprises six members (including four 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.
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.
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.
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 26, 2012)
* For details, please see Board of Directors, Auditors and Executive Officers on page 17.
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 4 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
Executive Officers Strategy Meeting
Internal Audit Department
Auditing
Auditing
Appointments and dismissals
President