Mazda 2016 Annual Report Download - page 34

Business Management System
Efforts to Increase Transparency and Fairness of the Process for
Nominating and Appointing Directors
In order to enhance the transparency, fairness, and objectivity of the process for nominating
and appointing officers (candidates for director, Audit & Supervisory Board member, or execu-
tive officer), the Company has established an Officer Lineup Advisory Committee made up of all
directors and with an outside director as chair to serve as an advisory body to the president
and offer advice on the makeup of the officer lineup and on policies on the training and selec-
tion of candidates. Based on the committee’s advice, the president submits to the Board
proposals on the nomination and appointment of corporate officers.
When nominating and appointing officers, under the basic premise that they are healthy
both physically and mentally, the Company shall consider whether they have the proper attitude
to fulfill the mandate of shareholders, customers, and other stakeholders, high ethical stan-
dards, the ability to take action, leadership qualities, and the experience and ability to carry out
their duties as well as their professional and personal achievements. Candidates for director
must have exceptional character, insight, ability, and a wealth of experience. The overall struc-
ture and balance of the Board must also be considered.
The Company shall confirm that, in addition to the above, candidates for outside director
and outside Audit & Supervisory Board member meet the Company’s requirements for indepen-
dence and have the time and energy necessary to properly fulfill their roles and responsibilities.
The reasons for the appointment of the directors and Audit & Supervisory Board members
are described in the Notice of the Ordinary General Meeting of Shareholders.
Policy on the Training of Directors and Audit & Supervisory Board Members
When directors or Audit & Supervisory Board members assume their posts, the Company shall
hold training for them to ensure that they can fulfill their respective roles and responsibilities.
Even after they assume their posts, the Company shall provide them with opportunities to under-
go training in corporate governance, internal control, compliance, and other areas, as necessary.
In addition to the above, outside directors and outside Audit & Supervisory Board members
shall be given opportunities to learn more about the nature and status of the Company’s busi-
ness, such as tours of dealerships and plants, participation in events, and meetings with execu-
tive officers.
Supporting System for Outside Directors and/or
Audit & Supervisory Board Members
The Company provides explanations of matters to be brought before the Board of Directors as
necessary so that outside officers can freely state their opinions at Board meetings and so that
outside directors can easily participate in decision making. The Company also arranges for
outside officers to interview executive officers and provides opportunities for them to inspect
facilities and participate in events both inside and outside the Company.
Full-time Audit & Supervisory Board members offer observations based on information they
have acquired or opinions they have formed through their attendance at important internal
meetings or through their audit activities. The departments concerned work together to provide
information based on the opinions of the outside officers and to support them.
Outside Directors and Outside Audit & Supervisory Board Members
Outside
corporate
director
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.
15/15
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.
12/12
Outside Audit &
Supervisory
Board member
Professional
background Reasons for assignment
Attendance at meetings
(Number of meetings attended /
Total number of meetings)
Board of Directors’
meetings
Audit and
Supervisory
Board meetings
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 15/16
Masahide
Hirasawa
Unrelated
company
Based on his years of experience and knowledge as a
management executive of a company in an industry
other than the automotive industry, Mr. Hirasawa
brings an outside perspective to auditing activities.
13/15 14/16
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 executive, Mr. Hotta brings an
outside perspective to auditing activities.
15/15 16/16
*1 The attendance at Board of Directors’ meetings and Audit and Supervisory Board meetings in March 2016 fiscal year is shown.
Kazuaki Jono’s attendance record covers the period after he assumed his post as an outside director on June 23, 2015.
*2 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.
MAZDA ANNUAL REPORT 2016
32 Foundations Underpinning
Sustainable Growth
Message from
Management
Review of Operations
Drivers of Value Creation
Financial Section
Contents