Epson 2011 Annual Report Download - page 34

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33
Corporate Governance
1. Approach to corporate governance
(1) Corporate governance system
Outline
Epson’s basic approach to corporate governance is encapsulated in its commitment to sustaining trust-based
management. Along with ongoing efforts to increase enterprise value, Epson has initiated a number of practices
designed to reinforce management checks and balances and to assure corporate ethics compliance. In so doing,
the Company seeks to ensure the transparency and soundness of management in the eyes of its customers,
shareholders, employees and other stakeholders.
The company has a board of directors and a board of auditors. The ten-member board of directors meets once a
month and convenes extraordinary meetings as needed. The board of directors makes decisions regarding basic
management policies, key business operations, period-end closing, disclosure timeframes, and other important
issues. Various other corporate management deliberative bodies are in place to oversee the execution of business
operations. The main corporate management meetings and their aims are as follows:
Corporate Strategy Council/ corporate management meeting
The Corporate Strategy Council and corporate management meetings are convened to thoroughly deliberate
matters before they are referred to the board of directors.
Trust-Based Management Council
The Trust-Based Management Council meets to oversee legal compliance through internal controls, to discuss
risk management issues, and to manage the operating effectiveness of internal controls in general.
Nomination Committee/ Compensation Committee
Epson has established the Nomination Committee for screening board of director candidates and the
Compensation Committee for deliberating director remuneration issues.
Epson’s system of corporate governance, including the elements above, is as follows:
Reasons for adopting the current system of corporate governance
Epson is currently reorganizing its businesses, focusing management resources on growth areas and key
segments to achieve the goals of “SE15,” its long-range corporate vision. The current system of corporate
governance is ideal for driving reorganization and putting Epson back on a growth trajectory. By having
directors on the board who understand the situation inside the Company simultaneously oversee the execution of
business operations, the Company is able to expedite decisions and manage its businesses in a way that is best