Mazda 2015 Annual Report Download - page 30

Cooperation Among Parties Responsible
for Auditing
Audit & Supervisory Board members (full-time),
the auditing company, and the auditing depart-
ment of Mazda hold the meetings below on a regu-
lar basis to exchange information mainly on issues
related to internal controls.
• Meeting between Audit & Supervisory Board
members (full-time) and the auditing company
• Meeting between Audit & Supervisory Board
members (full-time) and Mazda’s auditing
department
• Three-party meeting between Audit & Supervisory
Board members (full-time), the auditing com-
pany, and Mazda’s auditing department
Support Structure for Audit &
Supervisory Board Members
The Company has established a structure to
support the Audit & Supervisory Board mem-
bers in the performance of their duties, staffed
by employees who are not responsible to the
Board of Directors, with personnel assignments
and performance appraisals carried out through
advance discussions between the Human Resources
Department and the full-time Audit & Supervisory
Board members. Information is provided to out-
side Audit & Supervisory Board members prior to
meetings of the Board of Directors and of the
Audit & Supervisory Board, or at meetings of the
Audit & Supervisory Board, by full-time Audit &
Supervisory Board members based on informa-
tion they have obtained and
their opinions from
their participation in man
agement meetings and
other important meetings and in the course of
their daily audit activities.
Structure for Ensuring That the Duties of
the Board of Directors are Carried Out
Efficiently
(1) Management under the management plan is
carried out to achieve the targets for each
reporting line based on medium- and long-
term management plans and annual business
plans.
(2)
For reporting line management, all items cov-
ered by the items for discussion stipulated in
the regulations of the Board of Directors are
discussed by the Board of Directors.
(3) The performance of daily duties is carried out
efficiently through the allocation of responsi-
bilities among executive officers and the dele-
gation of authority to executive officers, based
on regulations covering operational authority,
regulations on the division of operational
duties, and other related internal regulations.
Directors’ and Audit & Supervisory Board
Members’ Compensation
The total amount of compensation paid to directors
and Audit & Supervisory Board members is within
the limit approved at the annual General Meeting
of Shareholders. Compensation paid to directors
and Audit & Supervisory Board members during
the March 2015 fiscal year is indicated below.
Category People Amount
(millions of yen)
Directors 10 510
Audit &
Supervisory Board
members
6107
Total (of which,
Outside Auditors) 16 (5) 617 (65)
Notes: 1. The numbers of directors and Audit & Supervisory Board
members shown above include one director and one Audit &
Supervisory Board member who retired as of the conclusion
of the 148th Annual General Meeting of Shareholders held on
June 24, 2014.
2. The amounts paid to directors do not include the employee’s
portion of compensation for directors who serve concur-
rently as employees. However, none of the 10 directors shown
above serve concurrently as employees.
3. There is no director who earned compensation pay of more
than ¥100 million.
The established policy for determining the
amount of directors’ compensation is based on a
structure linked to the Company’s performance and
each individual director’s performance. Goals are set
at the beginning of the fiscal year, and an evaluation
is made at the end of the fiscal year according to
designated criteria and processes for measuring the
degree of achievement of those goals, and based on
this evaluation a final decision is made by the presi-
dent. Compensation for Audit & Supervisory Board
members is decided by an agreement among the
Audit & Supervisory Board members.
Makeup of Corporate Audit Compensation
Remuneration for the Company’s certified public
accountants is as follows.
Category March 2014 fiscal year March 2015 fiscal year
Compensation
based on audit
certification
work
(millions of yen)
Compensation
based on
non-auditing
work
(millions of yen)
Compensation
based on audit
certification
work
(millions of yen)
Compensation
based on
non-auditing
work
(millions of yen)
Mazda Motor
Corporation 210 7 221 –
Consolidated
subsidiaries 76 – 80 –
Total 286 7301 –
Furthermore, as another important detail
concerning remuneration, the Company and its
consolidated subsidiaries entrust auditing certifi-
cation work and non-auditing work to offices that
are affiliated closely with KPMG and which belong
to the same network as the Company’s certified
public accountants. In the March 2015 fiscal year,
the total amount of compensation paid by the
Company and its consolidated subsidiaries was
¥567 million.
The corporate audit compensation paid to the
Company’s certified public accountants is decided
by agreement with the Audit & Supervisory Board.
Based on audit duration estimates, which are based
on the audit plan for the next fiscal period, com-
prehensive consideration is given to whether the
appropriate business conduct of the certified public
accountants and others was to the ensured level.
Business Management System
Mazda Annual Report 2015
28
Foundations Underpinning
Sustainable Growth
CONTENTS
Growth Strategy
Message from Management
Corporate Data
Introduction
Review of Operations