Mazda 2016 Annual Report Download - page 33

Business Management System
1 Board of Directors
Mazda’s Board of Directors decides on the execution of
important Company operations and oversees the execution of
operations by individual directors. The Board is made up of 10
directors, two of whom are highly independent outside
directors. The outside corporate directors are expected to
help strengthen the auditing functions of the Board of Direc-
tors 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.
2 Audit & Supervisory Board
The Company’s Audit & Supervisory Board has five members,
including two full-time and three outside Audit & Supervisory
Board members. Audit & Supervisory Board members audit
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
outside Audit & Supervisory Board member has a substantial
amount of knowledge related to finance and accounting.
Aside from attendance at the Board of Directors’ meetings,
the Audit & Supervisory Board members attend management
meetings, etc.
3 Executive Officers
The Company has introduced an executive officer system.
By separating execution and management, the effectiveness
of the oversight of the Board of Directors is enhanced, and
decision making is speeded up through expanded debate by
the Board of Directors and by delegating authority to execu-
tive officers. In this way, the Company is working to further
managerial efficiency.
4 Internal Auditing Departments
In an effort to contribute to sound and efficient management,
the internal auditing department audits the appropriateness
of the business activities of the Company or its Group compa-
nies. It also audits the appropriateness and effectiveness of
internal control.
5 Accounting Auditor
Accounting audits are conducted by KPMG AZSA LLC, with
whom the Company has concluded an audit contract. The
certified public accountants who conducted the Company’s
accounting audits have been working on the Company’s
audits for less than seven years. Those assisting with the
Company’s accounting audits include 18 certified public
accountants, one public accountant with U.S. certification,
and eight others, three of whom have passed the certified
public accountant examination.
6 Officer Lineup Advisory Committee and
Officer Remuneration Advisory Committee
For nominating and appointing candidates for director, Audit &
Supervisory Board member, or executive officer, the Company has
established an Officer Lineup Advisory Committee to discuss the
makeup of the officer lineup and policies for the development and
selection of candidates. For determining the remuneration of
directors and executive officers, the Company has established an
Officer Remuneration Advisory Committee to discuss remunera-
tion policy and a structure and process based on the policy to
enable the Company’s continued growth and to enhance its
corporate value over the medium and long terms. The Officer
Lineup Advisory Committee consists of eight inside directors and
two outside directors, and the Officer Remuneration Advisory
Committee comprises three inside directors and two outside
directors. Both committees are advisory bodies to the president
and are chaired by an outside director.
Corporate Governance Framework
General Meeting of Shareholders
Audit & Supervisory Board,
Audit & Supervisory Board
Members
(Five, of whom three are outside Audit &
Supervisory Board members)
Selection / Dismissal
Reporting,
Cooperation
Reporting
ReportingCooperation
Audit
Audit
Supervise Consultation
Selection / Dismissal Selection / Dismissal
Supervise
Division General Managers, etc. Group Companies
Department / Group Managers
All Employees
Representative Directors
Executive Committee
and Other Advisory
Bodies
6 Officer Lineup
Advisory Committee
6 Officer
Remuneration Advisory
Committee
1 Board of Directors, Directors
(Ten corporate directors, of whom
two are outside directors)
5 Accounting Auditor
* Company-wide Safety and Health Committee Meeting, Quality Committee Meeting, Risk Compliance Committee, Human Rights Committee, Security and Export Control Committee, etc.
4 Internal Auditing Departments
2
3 Executive Officers Each Committee*
MAZDA ANNUAL REPORT 2016
31 Foundations Underpinning
Sustainable Growth
Message from
Management
Review of Operations
Drivers of Value Creation
Financial Section
Contents