Mazda 2015 Annual Report Download - page 29

Business Management System
Corporate Governance
Mazda views the enhancement of corporate
governance as one of its most important man-
agement issues, and along with statutory bodies
including the General Meeting of Shareholders,
Board of Directors, and Audit & Supervisory
Board, the Company has introduced an execu-
tive officer system to separate execution and
management functions.
This is intended to expedite decision making
by increasing the effectiveness of the Board of
Directors as a supervisory body, by enhancing
the deliberations of the Board of Directors, and
by delegating authority to executive officers.
As of June 30, 2015, Mazda’s Board of Directors
is composed of eight members, two of whom are
outside corporate directors with a high degree of
independence. A quorum for a Board of Directors’
meeting is a majority of the Board members. The
average attendance rate of the Board members
was over 90% in the March 2015 fiscal year.
Inauguration of an Outside Corporate
Director System
At the shareholders’ meeting held on June 24,
2011, Mazda appointed two outside corporate
directors, inaugurating the Outside Corporate
Director System with the objective of further
increasing management soundness and trans-
parency. The outside corporate directors are
expected to help strengthen the auditing func-
tions of the Board of Directors and further boost
the transparency of management by offering
advice on Mazda’s management activities based
on their knowledge, experience, and insights, and
by taking part in the decision-making process.
Overview of the Corporate
Governance Structure
Format Company with Audit &
Supervisory Board
Number of directors 8
Number of outside corporate directors 2
Term of directors 2 years
Incentives for directors Earnings-based
compensation
Individual disclosure of director
compensation
No
Number of Audit & Supervisory Board
members
5
Number of outside Audit &
Supervisory Board members
3
Independent officers 5 (2 outside directors,
3 outside auditors)
Independent auditor KPMG AZSA LLC
Adoption of executive officer system Ye s
Outside Directors and Outside Audit & Supervisory Board Members
Outside corporate
directors
Professional
background Reasons for assignment
Attendance at Board of Directors’ meetings (Number
of meetings attended / Total number of meetings)
Ichiro Sakai Attorney
at law
Based on his years of experience and knowledge of the
legal profession, Mr. Sakai provides advice regarding the
Company’s management, plays a supervisory role with
respect to the Board of Directors, and further enhances
management transparency.
14/15
Kazuaki Jono Local
government
Based on his years of experience and knowledge of local
government, including the executive position of vice
governor of Hiroshima Prefecture and other important
posts, Mr. Jono provides advice regarding the Company’s
management, plays a supervisory role with respect to the
Board of Directors, and further enhances management
transparency.
Appointed in June 2015
Outside Audit &
Supervisory Board
members
Professional
background Reasons for assignment
Attendance at meetings (Number of meetings
attended / Total number of meetings)
Board of
Directors’ meetings
Audit and
Supervisory Board
Isao Akaoka Academic Based on his experience as a university administrator and
experience and knowledge as a university professor of
management studies, Mr. Akaoka brings an outside
perspective to auditing activities.
14/15 13/15
Masahide Hirasawa Unrelated
company
Based on his years of experience and knowledge as a
management exective of a company in an industry other
than the automotive industry, Mr. Hirasawa brings an
outside perspective to auditing activities.
14/15 13/15
Takao Hotta Unrelated
company
Based on his abundant experience with various
companies and government agencies, such as the
Ministry of Finance, and broad-based knowledge as a
management exective, Mr. Hotta brings an outside
perspective to auditing activities.
15/15 15/15
* The Company does not have designated standards for determining independence in the nomination of outside directors and outside Audit &
Supervisory Board members, but in light of the high degree of independence of the Company’s outside directors and outside Audit & Supervisory
Board members, the Company has notified the Tokyo Stock Exchange that all five individuals are designated as independent directors.
Management Auditing
Mazda’s Audit & Supervisory Board has five members,
including three outside Audit & Supervisory Board
members who have no business relationship or other
interests with Mazda, and audits the directors in the
performance of their duties as per an annual audit
plan formulated by the Audit & Supervisory Board.
The Audit & Supervisory Board possesses knowledge
based on the unique expertise of its members, and
each member has a substantial amount of knowledge
related to finance and accounting. Aside from statu-
tory attendance at the Board of Directors’ meetings,
the Audit & Supervisory Board members attend man-
agement meetings, etc. KPMG AZSA LLC is retained
under contract as Mazda’s independent auditor.
Corporate Governance Framework
Selection / Dismissal
Reporting,
Cooperation
Audit
Reporting
Reporting
Cooperation
Audit
Supervise
Consultation
Selection / Dismissal Selection /
Dismissal
Executive Officers
Division General Managers, etc. Group Companies
Each Committee*
Department / Group Managers
All Employees
Representative Directors Executive
Committee and
Other Advisory
Bodies
Board of Directors,
Directors
(Eight corporate directors, of
whom two are outside directors)
Independent Auditor
* Company-wide Safety and Health Committee Meeting, Quality Committee Meeting, Risk Compliance Committee, Human
Rights Committee, Security Export Control Committee, Security-Related Export Control Committee, etc.
Audit & Supervisory Board,
Audit & Supervisory
Board Members
(Five, of whom three are outside
Audit & Supervisory Board members)
Internal Auditing Departments
General Meeting of Shareholders
Mazda Annual Report 2015
27
Foundations Underpinning
Sustainable Growth
CONTENTS
Growth Strategy
Message from Management
Corporate Data
Introduction
Review of Operations