Panasonic 2008 Annual Report Download - page 48

Group’s internal control system, Matsushita has appointed
approximately 300 personnel to conduct internal audits,
including 21 people in the Corporate Internal Auditing Group.
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 reports and quarterly earnings reports
submitted to the Japanese regulatory authorities and its
filings with the U.S. Securities and Exchange Commission,
including its annual reports on Form 20-F, while confirming
the appropriateness and effectiveness of its disclosure
controls and procedures.
Policy on Control of Matsushita Electric Industrial
Co., Ltd.
Basic Policy
Since its establishment, Matsushita has operated its busi-
nesses under its basic management philosophy, which sets
forth that the mission of a business enterprise is to contrib-
ute to the progress and development of society and the
wellbeing of people through its business activities, thereby
enhancing the quality of life throughout the world. Aiming for
further growth to become a global excellent company,
Matsushita will work to deliver sustained growth in corpo-
rate value to satisfy its shareholders, investors, customers,
business partners, employees and all other stakeholders.
Matsushita has a basic policy that shareholders should
make final decisions in the event of a Large-scale Purchase
of the Company’s shares, regarding whether or not the
Large-scale Purchase should be accepted. However, there
is the possibility that such Large-scale Purchaser may not
provide shareholders with sufficient information for making
appropriate decisions. There is also concern that any Large-
scale Purchase may damage corporate value and share-
holder interest. In this event, the Company may take
countermeasures in order to protect the interests of all
shareholders.
Measures to Realize Basic Policy
1) Specific measures to realize basic policy
Matsushita’s mid-term management plan GP3, which runs
from fiscal 2008 to fiscal 2010, is based on the fundamental
concept of delivering steady growth with profitability. Under
this plan, the Company will implement a range of measures
to achieve the targets of ¥10 trillion in sales, representing
growth, and ROE of 10%, measuring capital efficiency. In
terms of concrete measures, Matsushita will concentrate
management resources on its strategic businesses, while
actively pursuing manufacturing of more competitive prod-
ucts based on its unique technologies. Moreover, in order to
reinforce management structures, the Company will reduce
costs and curb total assets by reducing inventories. In addi-
tion, the Company sees reducing the environmental load of
all business activities as being just as important as steady
growth with profitability. Accordingly, Matsushita will acceler-
ate environmental sustainability management with a goal of
reducing CO2 emissions by 300,000 tons (compared with
fiscal 2007 levels) at all manufacturing sites around the
world by fiscal 2010.
Matsushita also strives to maximize its corporate value
by utilizing cash flows generated by business activities for
actively distributing profits to shareholders through its own
share repurchases and the payment of cash dividends, as
well as for acquiring intellectual property rights or conduct-
ing M&As.
2) Measures based on the basic policy to prevent
control by inappropriate parties
On April 28, 2005, the Board of Directors resolved to adopt
a policy related to a Large-scale Purchase of the Company’s
shares called the Enhancement of Shareholder Value (ESV)
Plan. The ESV Plan has continued to be adopted, with
Board of Directors’ meetings in April of each subsequent
year reaffirming the basic thinking behind the plan. At the
April 28, 2008 Board of Directors’ meeting, the ESV Plan
was approved again.
With respect to a Large-scale Purchaser who intends to
acquire 20% or more of all voting rights of the Company,
this policy requires that (i) a Large-scale Purchaser provide
sufficient information, such as its outline, purposes or condi-
tions, the basis for determination of the purchase price and
funds for purchase, and management policies and business
plans which the Large-scale Purchaser intends to adopt
after the completion of the Large-scale Purchase, to the
Board of Directors before a Large-scale Purchase is to be
46 Matsushita Electric Industrial Co., Ltd. 2008