Panasonic 2006 Annual Report Download - page 35

and group basis. Specifically, all business domain companies and sub-
sidiaries of the Matsushita Group assess risks once a year, coinciding
with the creation of annual business plans. The G&G Risk
Management Committee then evaluates risks according to priority,
and directs each business domain company on appropriate counter-
measures. Matsushita will make comprehensive efforts in risk manage-
ment to recognize business risks through the above-mentioned
process and take countermeasures that protect the interests of all
stakeholders, while helping the Company achieve its business goals.
Information Security
With respect to information security, in January 2004, Matsushita
established the Corporate Information Security Division to effectively
manage and control confidential corporate and private individual infor-
mation and promote compliance across the Group’s global network.
Internal Controls over Financial Reporting
Matsushita has documented its internal control system, designed to
ensure reliability in financial reporting, ranging from the control infra-
structure to actual internal control activities. In fiscal 2005, the
Company reinforced its internal controls by implementing self-checks
and self-assessment programs, in addition to regular internal auditing
at each business domain company. Matsushita has also appointed an
Internal Auditing Manager at each business domain company who
audits the compliance status and effectiveness of internal controls.
The Corporate Internal Auditing Group supervises these activities in
order to ensure the reliability of each company’s financial reporting.
Information Disclosure Structure and Execution of
Accountability
To enhance transparency and ensure accountability, the Company
established the Disclosure Committee, consisting of general or
executive managers from departments that handle relevant information.
The Committee checks the propriety of statements and descriptions
in the Company’s annual securities report submitted to the Japanese
regulatory authorities and the annual reports including Form 20-F,
while confirming the appropriateness and effectiveness of disclosure
controls and procedures.
Shareholder-oriented Management Initiatives
With the aim of maximizing shareholder value, on April 28, 2006, the
Board of Directors decided to continue the Company’s policy to
proactively provide returns to shareholders and implement a policy
toward large-scale purchases of its shares, in line with a policy of
shareholder-oriented management.
For fiscal 2007, ending March 31, 2007, the Company plans to
increase total dividends per share to ¥30, compared with ¥20 in fiscal
2006. Regarding share repurchases, the Company plans to repur-
chase its own shares up to 50 million shares for a maximum of ¥100
billion, to enhance shareholder value per share.
Under the basic philosophy that shareholders should make final
decisions regarding large-scale purchases of Matsushita shares, suffi-
cient information should be provided through the Board of Directors
to shareholders if a large-scale purchase is to be conducted. Under
the above-mentioned basic philosophy, the Board of Directors previ-
ously adopted a rule applicable to large-scale purchasers who intend
to acquire 20% or more of all voting rights of the Company. This rule
requires that (i) a large-scale purchaser provide sufficient information
to the Board of Directors before a large-scale purchase is to be con-
ducted and (ii) after all required information is provided, the Board of
Directors should be allowed a sufficient period of time during which it
will assess, examine, negotiate, form an opinion and seek alternatives
for the sake of shareholders. In the event of non-compliance with
such rules by a prospective large-scale purchaser, the Board of
Directors may take countermeasures to protect the interest of all
shareholders, by referring to advice from outside professionals, such
as lawyers and financial advisors, and fully respecting the opinions of
outside directors and corporate auditors.
The Company announced the details of this policy on April 28,
2006 as the policy toward large-scale purchases of Matsushita
shares (Enhancement of Shareholder Value [ESV] plan).
For more information, please visit the Company’s Web site:
http://panasonic.co.jp/corp/news/official.data/data.dir/en060428-
6/en060428-6.html.
Shareholders Meeting
Appointment
Appointment
Appointment
Empowerment &
Supervision
Integration of
Group’s
Comprehensive
Strengths
Audit
Accounting Audit
Board of Directors
Subsidiaries (Business Domain Companies)
Overseas Companies
Internal Divisional Companies (Business Domain Companies)
Sales Divisions
Overseas Divisions
Other Business Divisions, R&D, etc.
Audit
Board of Corporate Auditors
Auditing Functions
Accounting Auditor
Supervisory Functions
Corporate Strategy Decision-making Functions
Executive Officers
Execution Functions
33
Matsushita Electric Industrial Co., Ltd. 2006
Corporate Governance Structure <Functions of Board of Directors, Executive Officers and Board of Corporate Auditors>
Note: Certain Directors concurrently serve as Executive Officers.