Mazda 2016 Annual Report Download - page 32

Business Management System
Overview of the Corporate Governance Structure
Format Company with Audit & Supervisory Board
Number of directors 10
Number of outside corporate directors 2
Term of directors 2 years
Incentives for directors
Short-term incentives:
Earnings-based compensation
Medium-to-long-term incentives:
Compensation in the form of stock options
Individual disclosure of director compensation No
Number of Audit & Supervisory Board members 5
Number of outside Audit & Supervisory Board members 3
Independent officers (filed with Tokyo Stock Exchange) 5 (2 outside directors, 3 outside auditors)
Procedures in appointing and determining
remuneration of the officers
Officer Lineup Advisory Committee
Officer Remuneration Advisory Committee
Accounting auditor KPMG AZSA LLC
Adoption of executive officer system Yes
Corporate Governance
Mazda is enhancing its corporate governance by working to increase management transparency
and expedite decision making. The Company respects the intent of the Corporate Governance
Code set by Tokyo Stock Exchange and shall implement its all principles.
Basic Views on Corporate Governance
While working to build a good relationship with its stakeholders, including shareholders, custom-
ers, suppliers, the local community, and its employees, the Company shall strive to sustain
growth and enhance its corporate value over the medium and long terms through transparent,
fair, prompt and decisive decision making and to continue to enhance its corporate governance
in line with the following basic philosophy.
i. The Company shall ensure that the rights of shareholders are effectively secured, create
an environment in which their rights can be properly exercised, and ensure shareholders’
equality.
ii. The Company shall foster a corporate culture and climate that respect stakeholders’ rights
and status and sound business ethics and have a dialogue and collaborate with stakeholders
appropriately.
iii. The Company will disclose information appropriately based on laws and regulations and take
the initiative to provide other information as well based on laws and regulations.
iv. Based on its fiduciary responsibility and accountability to shareholders, the Company’s
Board of Directors shall lay out a broad direction for corporate strategy, establish an envi-
ronment that will support appropriate risk-taking, and exercise highly effective supervision
over the management team from their independent and objective stance.
v. The Company shall engage in constructive dialogue with shareholders and take a proper
interest in their interests and concerns while endeavoring to explain the Company’s manage-
ment policies in a clear manner and gain shareholders’ understanding.
CHECK Main Initiatives since the March 2016 Fiscal Year
Officer Lineup Advisory Committee and
Officer Remuneration Advisory Committee
Establishment of Officer Lineup Advisory Committee and Officer Remuneration
Advisory Committee with outside directors servicing as committee chair in order to
reinforce the supervisory functions of the Board of Directors and further improve
management transparency
Stock Options as Compensation
Introduction of stock options as compensation to the Company’s inside directors in order
to have them share the risks and benefits of stock price fluctuations with stockholders
and to further enhance their desire to contribute to boosting share prices and increasing
corporate value over the medium and long terms
Analysis and Evaluation of Board of Director Effectiveness
Analysis and evaluation of the Board of Directors in order to steadily promote efforts to
further improve the Board’s effectiveness
Please refer to the “Corporate Governance Report” for policies and details on Mazda’s
initiatives regarding the Corporate Governance Code.
http://www.mazda.com/en/investors/library/governance/
MAZDA ANNUAL REPORT 2016
30 Foundations Underpinning
Sustainable Growth
Message from
Management
Review of Operations
Drivers of Value Creation
Financial Section
Contents