Mazda 2007 Annual Report Download - page 43
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Corporate Governance
Corporate auditors are the cornerstone of
governance at Mazda. Ensuring proper
corporate governance is one of Mazda
management’s top concerns and the
reason we vigorously launch various
initiatives in this area. In addition to statutory
bodies such as the annual General Meeting
of Shareholders, the Board of Directors
and the Board of Corporate Auditors,
Mazda has an Executive Committee.
Executive Committee meetings are held to
formulate and discuss important
Companywide policies and measures and
receive reports on the day-to-day running
of the business. Other advisory bodies that
assist the president with decision making
have also been established.
Mazda has introduced the executive
officer system to promote the separation of
executive and management functions. This
has augmented the effectiveness of the
Board of Directors as a supervisory body.
These and other steps are helping to
improve management efficiency at Mazda,
resulting in faster decision making through
enhanced discussion, delegation of authority
to executive officers and other initiatives.
As of June 30, 2007, Mazda had a total of
34 executive officers and nine directors,
some of whom are also executive officers.
In addition, Mazda has established a
Management Advisory Committee
composed of leading figures from outside
the Company and all Mazda directors.
The committee meets four times a year.
Mazda receives managerial opinions and
recommendations from these committee
members, who offer their specialized
knowledge and insight from a global
perspective. Mazda reflects the committee’s
input in its management practices.
Supervisory Framework
Mazda’s Board of Corporate Auditors is
composed of five members, including three
outside corporate auditors. Each corporate
auditor is responsible for auditing business
execution by directors in accordance with
the Board of Corporate Auditors’ annual
audit plan. There are no business
relationships or other conflicts of interest
between Mazda and its outside corporate
auditors. Meanwhile, the Global Auditing
Corporate Social Responsibility (CSR) Initiatives
Business Execution and Supervisory Framework
Selection/
Dismissal
General Meeting of Shareholders
Independent
Auditor
Board of Corporate Auditors
Corporate Auditors (Five, of
whom three are outside
corporate auditors)
Executive
Committee
Meeting and Other
Advisory Bodies
Management
Advisory
Committee
Selection/DismissalSelection/Dismissal
Reporting
Reporting
Audit
Consultation
Consultation
Supervise
Executive
Officers
Division
General
Managers, etc.
Representative
Director
Board of
Directors,
Directors