Nissan 2012 Annual Report Download - page 28

NISSAN’S INTERNAL GOVERNANCE SYSTEM
Executive Committee
Operations Committee
CSR Steering Committee
Shareholders
Board of Statutory Auditors
(incl. outside statutory auditors)
Global Internal Audit Office
Independent Auditors
appointment/
dismissal
appointment/
dismissal
audit
report
report report/
proposal
direction/
supervision/
approval
training/education/
implementation
cooperation
audit
appointment/
dismissal
Management Committees
Each Function Group Companies
Internal Control Committee
Compliance Committee
Crisis Management Committee
Risk Management Function
Information Security Committee
Board of Directors
(incl. outside director)
Internal Control Systems and Compliance
Internal Control Systems for Fair, Transparent Business
Nissan places high value on transparency, both internally and externally, in its corporate management. We
focus consistently on the implementation of efficient management for the purpose of achieving clear and
quantifiable commitments. In line with this principle, and in accordance with Japan’s Companies Act and
its related regulations, the Board of Directors has decided on the Internal Control Systems to pursue
these goals and on its own basic policy. The board continually monitors the implementation status of
these systems and the policy, making adjustments and improvements as necessary. One board member
has also been assigned to oversee the Internal Control Systems as a whole.
Nissan has adopted a system under which the Board of Statutory Auditors oversees the Board of
Directors. The Statutory Auditors attend board and other key meetings, and also carry out interviews with
board members to audit their activities. The Statutory Auditors regularly receive reports on the results of
inspections and plans for future audits from independent accounting auditors, as well as exchange
information to confirm these reports. The Statutory Auditors also receive regular reports from the Global
Internal Audit Office, making use of this information for their own audits.
A Legal Framework Supporting Ethical Business Activities
Nissan’s CSR approach is founded on compliance. We produced the Nissan Global Code of Conduct in
2001, outlining a set of guidelines for all employees of the Nissan Group worldwide. We also produced
guidance for directors and corporate officers regarding compliance, and we hold regular seminars and
educational activities to ensure strict adherence to the rules.
In addition, three regional Compliance Committees have been established under the oversight of our
Global Compliance Committee to form a system for preventing incidents of illegal and unethical behavior
worldwide. The committees work together to maintain and promote our high compliance standards.
Innovation & Power of brandYear 2 Power 88 Performance Corporate Data
Corporate Governance 27
NISSAN Annual Report 2012Maintaining Trust Through Transparency
Corporate governance is one of the important responsibilities of the Company’s management, and its
most important role is to clarify the duties and responsibilities of the members of the management
team. At the Company, clear management objectives and policies are published for the benefit of the
shareholders and investors, and achievements and results are announced early and with as much
transparency as possible. The enhancement of corporate governance by full and fair disclosure is the
responsibility of management.
Maintaining Trust Through Transparency