Mazda 2016 Annual Report Download - page 36

Business Management System
Analysis and Evaluation of the Board’s Effectiveness
In order to steadily advance measures for the further enhancement of its efficiency, the
Company’s Board of Directors analyzed and evaluated the meetings conducted in March 2016
fiscal year. The method and results are outlined below.
Method of analysis and evaluation
Based on a survey prepared by the Board’s secretariat, all of the directors and members
of the Audit & Supervisory Board evaluated the Board’s effectiveness. After the results
were compiled by the secretariat, an analysis of the current situation was shared at a
Board meeting, and the ideal to be pursued and improvements were discussed.
Contents of analysis and evaluation
The survey primarily covered debate on the business strategy, internal control, debate on
corporate governance, and the provision of information (the amount of information,
materials, explanations, and support for outside directors).
Overview of the results
It was found that members of the Board of Directors share the Company’s vision and
business strategy, that the outside directors express their opinions from an independent
perspective after gaining an understanding of the Company’s situation by receiving
explanations of resolutions in advance and other forms of support, and that the oversight
function of the execution of operations has been ensured. It was also found that corpo-
rate governance is being appropriately discussed.
On the other hand, it was found that there is a need to monitor the execution of the
business strategy even more effectively and to further strengthen the analysis of risks in
the debate on individual resolutions, and improvements were discussed.
The Company will analyze and evaluate the Board’s effectiveness annually and con-
tinue to make improvements in order to enhance corporate value over the medium and
long terms.
The Audit & Supervisory Board members and the Audit & Supervisory Board regularly meet
with the accounting auditors and hear explanations of their audit plan, audit issues, and results.
The Audit & Supervisory Board members also provide necessary information on their audit plan
and the status and results of audits. In this way, information is exchanged in both directions,
and the Company is working to strengthen this close cooperation. Also, some audits, such as
inventory and the inspection of securities, are conducted jointly by the Audit & Supervisory
Board members and the accounting auditors.
The Audit & Supervisory Board members and the Audit & Supervisory Board regularly meet
with the internal auditing department and the departments in charge of promoting internal and
financial control. The Audit & Supervisory Board members get reports from the internal audit-
ing department on the plans for and results of internal audits of the Company and its Group
companies. They also get reports from the departments in charge of promoting internal and
financial control on plans for efforts to enhance internal and financial control in the Company
and its Group companies and the status of these efforts. In addition, the Audit & Supervisory
Board members provide information acquired in the process of conducting their audits or
convey requests from their perspective as Audit & Supervisory Board members, making for a
two-way exchange of information. The internal auditing department also attends the Group
auditor briefings conducted by the Audit & Supervisory Board members.
Auditing for Group Companies’ Management
In the Mazda Group, each Group company has established a corporate governance framework
with the aim of enhancing cooperation between Mazda and the Group companies.
Japan
Group companies in Japan set the corporate auditors. Through the Group Audit & Supervisory
Board Members’ Meetings attended by the Audit & Supervisory Board members (full-time) of
the Group’s large companies and appointed part-time corporate auditors from among Mazda
employees, Mazda aims to strengthen ties between Mazda and its Group companies.
Overseas
Major overseas Group companies have the Audit Committee* to discuss matters relating to
internal control. Executives and internal auditing-related departments of each overseas Group
company, as well as Mazda’s related departments and the auditing department, participate in
each company’s Audit Committee meetings and exchange opinions. Mazda’s executive officers
and full-time Audit & Supervisory Board members also attend the meetings at the Group com-
panies in Europe, North America and Australia.
* Committees are set up and operated independently for each overseas Group company for the purpose of gathering information and
exchanging opinions on internal control.
Cooperation among Audit & Supervisory Board Members, Accounting Auditors
and Internal Auditing Departments
The Audit & Supervisory Board members, accounting auditors, and internal auditing department
regularly hold joint meetings and cooperate with each other.
MAZDA ANNUAL REPORT 2016
34 Foundations Underpinning
Sustainable Growth
Message from
Management
Review of Operations
Drivers of Value Creation
Financial Section
Contents