Casio 2015 Annual Report Download - page 12

Financial Section
Management
Foundation Corporate Data
Annual Report 2015 CONTENTS / 4211
Prole To Our Stakeholders Casio's Strength Special Features Financial Highlights
The Corporate Governance System
Casio is a company with a Board of Statutory Auditors.
The Board of Directors and the Board of Statutory
Auditors supervise management. Casio is further
strengthening corporate governance by enhancing its
executive officer system and expanding the
responsibilities of external directors.
The Board of Directors delegates most of the
authority for important business execution to enable
prompt and efficient business execution. The Board of
Directors makes resolutions as required by laws and
the Articles of Incorporation, as well as decisions about
important business execution matters, using its vested
authority to ensure that it fulfills its supervisory
functions. In addition, Casio has enhanced the
management supervision function of the Board of
Directors by establishing the Nomination Committee
and the Compensation Committee, which include
external directors.
Statutory auditors follow policies and handle
assignments set out by the Board of Statutory Auditors
to ensure sound and transparent business management.
In addition to attending meetings of the Board of
Directors and other important meetings and committee
sessions, statutory auditors fulfill their responsibility to
rigorously monitor the Company’s management
processes by speaking with directors and other
managers, receiving reports from them, and reading
the minutes of meetings at which decisions on
important matters were made and related reference
material. Statutory auditors coordinate with external
directors as needed to obtain information and
exchange opinions, and are assigned expert assistants
who support their audit activities.
More than half of the members of the Board of
Statutory Auditors are external auditors. The Board of
Statutory Auditors includes members with knowledge
of finance and accounting in order to strengthen its
audit function.
The external auditors are independent executives
whose appointments are reported to the Tokyo Stock
Exchange, in line with its regulations.
Independent auditing corporations conduct external
audits in accordance with auditing standards generally
accepted in Japan to determine fairness and
appropriateness. The Internal Audit Department
monitors the organizational management of the
Company to check that it is appropriate and conforms
to laws and regulations as well as internal standards.
In addition, the CSR Committee deliberates on basic
policies and major issues in CSR activities across the
Group. This committee is chaired by the officer in charge
of CSR at Casio Computer Co., Ltd. and includes the
officers in charge of staff function departments,
statutory auditors and managers of staff function
departments
Basic Internal Control System Policies
The Casio Group has established the Charter of
Creativity for Casio, Casio Common Commitment and
Casio Code of Conduct based on the corporate creed
of “Creativity and Contribution.” The following systems
have been implemented to ensure proper business
operations.
1. System to ensure that performance of duties
by Group directors and employees comply with
the Articles of Incorporation and relevant laws
and regulations
(1) Specific documents on policies and rules have
been prepared to support compliance with
relevant laws and regulations regarding the
performance of duties. After deliberation and
consideration by the CSR Committee and other
committees, awareness of the rules is promoted
throughout Group companies.
(2) The Whistleblower Hotline has been established
inside and outside the Company and operates as
the point of contact for inquiries and reporting on
problems related to infringements of legal
compliance and other compliance matters. The
Group ensures that whistleblowers are not
penalized.
(3) The Group has absolutely no contact with
organized criminal elements, which pose a threat
to social order and public safety, and the entire
organization is resolved to refuse any improper
demands.
(4) The validity and operational adequacy of the
above-mentioned rules are improved through
internal audits and continual review, in order to
prevent any misconduct.
2. System for saving and managing information
relating to performance of duties by Group
directors and employees
(1) Based on the Document Management Rules and
other rules, each department saves and manages
information relating to the performance of duties
by the directors and employees concerned.
Election
and
dismissal
Election
and
dismissal
Election
and
dismissal
General Meeting of Shareholders
Coordination
Coordination
Audit
Audit Board of Directors
Directors
Internal Audit Department
Audit
Audit
Audit
Oversight
Oversight
Corporate
Governance
System
Appointment,
dismissal, and
oversight
Nomination Committee
Compensation Committee
Board of Statutory Auditors
Statutory Auditors
President and CEO
Business divisions / Group companies
Accounting Auditor
Subcommittees
Audit staff
Audit staff
Corporate Governance
Casio recognizes the importance of swift decision-making, appropriate and efficient business operations, and enhanced supervisory functions that ensure
sound and transparent management in steadily achieving management goals and continuously increasing enterprise value.
Corporate Governance System Framework