Panasonic 2010 Annual Report Download - page 45

Group Auditor Meetings (comprising a total of eighteen (18)
full-time senior auditors and non-statutory full-time senior
auditors from the Company’s main subsidiaries) chaired by the
Chairman of the Board of Corporate Auditors of the Company
to enhance collaboration among the Company’s Corporate
Auditors, non-statutory full-time senior auditors of internal
division companies and corporate auditors of the Group com-
panies. In addition, as part of their audit duties, Corporate
Auditors maintain close contacts with the Internal Audit Group,
which performs business audits and internal control audits, to
ensure the efficiency of audits.
In addition, Corporate Auditors regularly receive from the
Internal Audit Group or other sections a report regarding the
status involving the internal control system, the result of
audits, etc. Corporate Auditors may request an investigation
if necessary.
Moreover, in order to enhance the effectiveness of the
audits conducted by Corporate Auditors and ensure the
smooth implementation of audits, the Company has estab-
lished a Corporate Auditor’s Office with a full-time staff of five
(5) under the direct control of the Board of Corporate Auditors.
In addition, pursuant to recent amendments to the regula-
tions of the Japanese stock exchanges, Panasonic is required
to have one or more “independent director(s)/corporate
auditor(s)” whose terms are defined under the relevant regula-
tions of the Japanese stock exchanges as “outside directors” or
“outside corporate auditors” (each of whose terms is defined
under the Company Law) who are unlikely to have any conflict
of interests with shareholders of Panasonic. The definition of the
“independent director/corporate auditor” is different from that of
the independent directors under the NYSE Listed Company
Manual or under Rule 10A-3 under the U.S. Securities
Exchange Act of 1934. Each of the outside directors and out-
side corporate auditors of Panasonic satisfies the requirements
for the “independent director/corporate auditor” under the regu-
lations of the Japanese stock exchanges, respectively.
Remuneration Policy
The maximum total amounts of remuneration for Directors
and Corporate Auditors of Panasonic are determined by a
resolution at a general meeting of shareholders. The remu-
neration amount for each Director is determined by
Panasonic’s Representative Directors who are delegated to
make such determination by the Board of Directors, and the
amount of remuneration for each Corporate Auditor is deter-
mined upon discussions amongst the Corporate Auditors.
The amounts of the remuneration of Directors will be
linked to individual performance based on Capital Cost
Management (CCM)*, sales and CO2 emissions (an environ-
mental management indicator). By implementing this new
performance evaluation criteria based on shareholder inter-
ests, Panasonic intends to promote continuous growth and
enhance profitability on a long-term basis for the Panasonic
Group as a whole.
In order to realize a remuneration system with a high level
of transparency and acceptability, Panasonic terminated its
retirement benefits for Directors and Corporate Auditors in
June 2006.
* CCM is an indicator created by Panasonic to evaluate return on capital.
Subsidiaries (Business Domain Companies)
Overseas Companies
Accounting Auditor
Supervisory Functions Execution Functions
Corporate Strategy Decision-making Functions
Auditing Functions
Corporate Governance Structure <Functions of the Board of Directors, Executive Officers and Corporate Auditors>
Note: Certain Directors concurrently serve as Executive Officers.
Board of Directors
Corporate Auditors
Executive Officers
Empowerment &
Supervision
Integration of
Group’s
Comprehensive
Strengths
Other Business Divisions, R&D, etc.
Overseas Divisions
Sales Divisions
Internal Divisional Companies (Business Domain Companies)
Accounting Audit
Audit
Audit
Shareholders’ Meeting
Election
Election
Election
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Panasonic Corporation 2010
Corporate Governance