Epson 2016 Annual Report Download - page 36

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35
Corporate Governance
1. Approach to corporate governance
(1) Basic corporate governance principles
The general principles of corporate governance at Epson are as follows:
▪ Respect the rights of shareholders, and ensure equality.
▪ Bear in mind the interests of, and cooperate with, stakeholders, including shareholders, customers, local
communities, business partners, and Epson personnel.
▪ Appropriately disclose company information and maintain transparency.
▪ Directors, executive officers, and special audit & supervisory officers shall be aware of their fiduciary duties
and shall fulfill the roles and responsibilities expected of them.
▪ Engage in constructive dialogue with shareholders.
To achieve the goals declared in the Management Philosophy, promote sustainable growth, and increase
corporate value over the medium and long terms, Epson strives to continuously enhance and strengthen
corporate governance so as to realize transparent, fair, fast, and decisive decision-making. With the approval of
a resolution at the June 28, 2016 general shareholders’ meeting, Epson transitioned to a company with an Audit
& Supervisory Committee, as we believe this is the best structure for Epson to further improve the supervisory
function of the Board of Directors, improve discussions, and speed up decision-making.
As a company with an Audit & Supervisory Committee, Epson will further improve the supervisory function of
the Board of Directors, improve discussions, and speed up decision-making to further increase the effectiveness
of corporate governance.
(2) Corporate governance system
Outline
Structured as a company with an Audit & Supervisory Committee, Epson will strengthen its management
monitoring and supervisory functions. Moreover, by separating management supervision and operations
functions, we have built a structure that will allow rapid decision-making.
The main corporate management bodies and their aims are described below:
Board of Directors
The Board of Directors, with a mandate from shareholders, is responsible for realizing efficient and effective
corporate governance, through which Epson will accomplish its social mission, sustain growth, and maximize
corporate value over the medium and long terms. To fulfill these responsibilities, the Board of Directors will
exercise a supervisory function over general management affairs, maintain management fairness and
transparency, and make important business decisions, including decisions on things such as management plans,
business plans, and investments exceeding a certain amount.
The Board of Directors is composed of 12 directors, including five outside directors. Meetings of the Board of
Directors are held basically once per month and as needed. The Board of Directors makes decisions on basic
business policies, important business affairs, and other matters that the Board of Directors is responsible for
deciding as provided for in internal regulations. Business affairs that the Board of Directors is not responsible
for deciding are delegated to executive management, and the Board monitors these. To speed up business
decisions and increase business agility as a company with an Audit & Supervisory Committee, Epson expanded
the scope of affairs delegated to executive management from the Board of Directors and limits board
deliberations to only the most important issues. Epson, whose Corporate Governance Policy states that at least
one-third of the board members should be outside directors, will work to further improve the supervisory
function of the Board of Directors.
Audit & Supervisory Committee
The Audit & Supervisory Committee, with a mandate from shareholders, is responsible for independently and
objectively auditing and monitoring the execution of director duties and for ensuring the sound and sustained
growth of Epson. The Audit & Supervisory Committee has established criteria for properly evaluating
accounting auditors that are being considered for selection. Even after selecting them, the Audit & Supervisory
Committee verifies that accounting auditors possess the necessary independence and expertise. The Audit &
Supervisory Committee conducts audits in cooperation with internal audit departments, accounting auditors, and
others.