Brother International 2014 Annual Report Download - page 13

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As an important aspect of corporate governance, we value functions for the objective
and neutral oversight of management by outside individuals. In addition to oversight of
management by auditors working in a manner which does not defer to majority rule, we
also consider the presence of a number of independent directors to be important in
strengthening management oversight. Currently, nearly half of director positions are held
by outside directors.
The Board of Directors comprises eleven members (including five outside directors)
and meets regularly each month and in special situations as necessary to determine
important management issues and to oversee 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 responsibilities for the
Brother Group.
Corporate Mechanism and Internal Control System
Brother Industries, Ltd., has a system of statutory auditors who oversee the executive
operations of the Directors. In addition to the Board of Directors, the Board of Statutory
Auditors and accounting auditors, the Company holds a Strategy Meeting, which is
attended by executive officers, and maintains an internal audit division and various com-
mittees to enhance the internal control and risk management structure. The Company
also has a corporate executive officer system.
Governance Structure (As of June 24, 2014)
* For details, please see Board of Directors, Statutory Auditors and Executive Officers on page 15.
General Meeting of Shareholders
Appointments and dismissals
Headquarters Departments / Personal & Home Company / Machinery & Solution Company
Board of Statutory Auditors :
5 auditors
(including 3 outside auditors)
Board of Directors:
11 directors
(including 5 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
orporate Governance
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