Epson 2009 Annual Report Download - page 40

Download and view the complete annual report

Please find page 40 of the 2009 Epson annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 90

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90

39
Corporate Governance
1. Approach to corporate governance
(1) Basic approach to corporate governance
Corporate governance at Epson is based upon a commitment to sustaining trust-based management by
providing a highly transparent form of management that benefits stakeholders, including customers,
shareholders and employees, with the aim of increasing corporate value, strengthening management
oversight, and complying with ethical standards of corporate conduct.
(2) Management system
Epson currently maintains a board of directors and a board of statutory auditors. As of the end of the fiscal
year ended March 31, 2009, the board of directors was composed of nine members and convenes once
every month or as needed. Epson has established the Nomination Committee for establishing selection
criteria for directors and screening candidates and the Compensation Committee for defining appropriate
remuneration systems and the amounts of director remuneration. Upon deliberation of these matters, the
committees then present their conclusions to the board of directors.
While Epson has not yet adopted a system involving outside directors, it is continually investigating such
systems as it searches for ways to further improve corporate governance. To ensure the greater
independence and transparency of audits, Epson has assigned three outside statutory auditors to its
five-member board of statutory auditors. Epson is implementing the following measures to increase the
effectiveness of audits. Statutory auditors must:
• Attend and express opinions at board meetings.
• Attend Corporate Strategy Council sessions, corporate management meetings, and other important
business meetings.
• Conduct periodic reviews of important documents related to management decisions.
• Hold regularly scheduled meetings with the internal Audit Office and the independent public accountant.
• Hold regularly scheduled meetings with representative directors to ensure awareness of business
operations.
In addition, Epson established the Audit Staff Office to assist statutory auditors in the execution of their
duties, thereby making audits more effective, and leaving no doubt as to the independence of the audits.
Epson has further established an internal compliance system to guard against potential legal and internal
regulatory violations in the operations of any of its departments, as well as an internal Audit Office
(comprising 16 auditors) that reports directly to the president the results of routine internal audits, including
those conducted at Epson subsidiaries. The Audit Office evaluates the effectiveness of the governance
process and requests improvements where needed.