Kenwood 2007 Annual Report Download - page 18

Kenwood's Subsidiaries
Election/Dismissal Election/Dismissal Election/DismissalReport
Report
Report
Report
Task of ensuring duty/Task of care of good management
Audit
Audit
Selection/Dismissal
Selection/Dismissal
Monitor/Supervise
Audit
Execution Internal Audit
Audit
Convocation
Compliance committee
Information Disclosure Council
Kenwood Environment Council
Company-wide PL Council
Board of Directors: 9 people (of which 3 are External Directors)
Executive Officers Internal Auditing Division
Board of Statutory Auditors: 5 people(of which 3 are External Auditors)
General Meeting of Shareholders
( Scope of Internal Audit)
( Scope of Accounting Auditors)
Corporate Divisions
Communications
Equipment Div.
Car Electronics
Consumer Div.
Car Electronics OEM Div.Home Electronics Div.Procurement Div.
Strategic Technologies
Development Center
Others-related Divisions
Chairman (Representative Director of the Board)
President (Representative Director of the Board) & CEO
Accounting Auditors
Corporate Governance
（ ）
We consider the enhancement of corporate governance in our
corporate group to be a means to increase transparency and raise
efficiency in the decision-making of the management. Therefore, we
consider it one of the most crucial management issues relating to
the improvement of corporate value. Therefore, with the aim of
substantiating and enhancing corporate governance as our basic
policy, we have adopted a structure to improve the checking
function enabled by the separation of management and
administration, introduction of outside directors and auditors, and
establishment of the Internal Audit Division, while promoting the
establishment of an internal control system of the entire Group.
Our corporate group is promoting activities based on our
“Kenwood Compliance Guidelines” to reinforce compliance with
the law and internal regulations and to operate honest and precise
business. These guidelines are to be shared by all executives and
employees of the Kenwood Group in order to establish a
corporation trusted by society and which also evolves with it. Under
these guidelines we must mutually observe and denounce behaviors
that might lead to illegal, corrupt and anti-societal conduct.
The Board of Directors is a decision-making organization for
management, while it is also positioned as the supervisory
organization for the execution of operations. The Board meets once
a month for scheduled meetings, while extraordinary meetings are
held as needed, to deliberate and resolve basic policies of
management and important matters, as well as to monitor and
supervise the status of operational executions. In order to clarify the
responsibilities of directors, and in order to make the management
organization dynamic enough to respond in a speedy manner to the
changing management environment, the term of office for directors
was designated as one year in June 2000. As of the end of June
2007, nine directors, including three external directors, are fulfilling
their roles as directors of the Board.
A new management organization involving the executive officer
system at the core was implemented in June 2002 as part of the
management structure reform based on the “Revitalization Plan.”
Intellectuals with various values were invited to join the Board as
external directors. Clarifications were made to distinguish between
the responsibilities of management and the responsibilities of
operational executions, while aiming for a high degree of
transparency in decision-making and operational executions that are
speedy and accurate.
Auditors participate in the meetings of the Board of Directors,
hold meetings of Board of Corporate Auditors, supervise the
execution of duties by Directors, and execute operations at
Kenwood and affiliates both inside and outside Japan. Five auditors,
including three external auditors, are performing these duties as of
the end of June 2007.
In March 2003 we established the Internal Auditing Division that
is responsible for conducting internal audits on the overall execution
of operations in the entire Kenwood Group and reporting to the
Board of Directors.
The certified accountants who performed the duties of
accounting audit for the Kenwood Group are Hiroshi Kawamura
(representative partner; three years of continuous auditing), Yasunari
Kunii (representative partner; six years of continuous auditing), and
Hideo Shirata (employee; one year of continuous auditing) of
Deloitte Touche Tohmatsu. The auxiliary members for auditing duties
include 7 certified public accountants, 6 assistant accountants and 5
other assistants, numbering 18 in total.
Furthermore, we are aggressively promoting activities that
emphasize the social responsibility of the corporation, or Corporate
Social Responsibility (CSR). To this end, we established the
“Kenwood Environmental Council,“ chaired by the CEO, in order to
enhance the countermeasures for risks relating to product sales and
environmental measures. The “Environmental Protection Promotion
Council“ and “Green Products Promotion Council“ have both been
created, and the “Company-wide PL Council“ was established for
the purpose of enhancing our undertakings relating to product
liability.
We submitted an affidavit declaring that we will be performing
our duties in seriously regarding the provision of corporate
information in a timely and appropriate manner at the time the
regulations for the listing of securities were amended in January
2005. We also commenced to submit the “Confirmation Regarding
the Appropriateness of the Financial Report“ to the Tokyo Stock
Exchange, to indicate that there is no falsified information in our
financial report or semi-annual report. We formulated our regulation
regarding the timely disclosure of corporate information in response
to these developments and are working to ensure that the entire
Kenwood Group understands these regulations. We established the
“Information Disclosure Council,“ which is chaired by the CFO,
while auditing is conducted by our auditors and the Internal
Auditing Division to improve our organization and ensure that the
disclosure of information is timely and appropriate.
Basic corporate governance philosophies
Status of implementation for corporate governance
Promoting CSR activities
18 Kenwood Corporation