Panasonic 2011 Annual Report Download - page 39

Panasonic Annual Report 2011
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page 38
Directors, Corporate Auditors
and Executive Officers
Policy on Control of Panasonic CorporationCorporate Governance Structure
Directors and Senior Management
The Articles of Incorporation of the Company
provide that the number of Directors of the
Company shall be three or more and that of
Corporate Auditors shall be three or more.
Directors and Corporate Auditors shall
be elected at the general meeting of
shareholders.
The Board of Directors has ultimate
responsibility for administration of the
Company’s affairs and monitoring of the
execution of business by Directors. Directors
may, by resolution of the Board of Directors,
appoint a Chairman of the Board of Directors,
a Vice Chairman of the Board of Directors,
a President and Director, and one or more
Executive Vice Presidents and Directors,
Senior Managing Directors and Managing
Directors. The Chairman of the Board of
Directors, Vice Chairman of the Board of
Directors, President and Director, Executive
Vice Presidents and Directors, and Senior
Managing Directors are Representative
Directors and severally represent the
Company. A Japanese joint stock corporation
with corporate auditors, such as Panasonic,
is not obliged under the Company Law of
Japan and related laws and ordinances
(collectively, the “Company Law”), to have
any outside directors on its board of directors.
However, Panasonic has two (2) outside
Directors. An “outside director” is defined
as a director of the company who does
not engage or has not engaged in the
execution of business of the company or its
subsidiaries as a director of any of these
corporations, and who does not serve or
has not served as an executive officer,
manager or in any other capacity as an
employee of the company or its subsidiaries.
Outside Directors directly or indirectly
cooperate with the internal audit, audit by
Corporate Auditors and external audit,
receive reports from the Internal Auditing
Group and conduct an effective monitoring
through reports on financial results at
meetings of the Board of Directors and
through reviews of the basic policy regarding
the development of internal control systems
and other methods. The term of office of
Directors shall, under the Articles of
Incorporation of the Company, expire at the
conclusion of the ordinary general meeting
of shareholders with respect to the last
business year ending within one year from
their election.
Corporate Auditors of the Company are
not required to be, and are not, certified
public accountants. Corporate Auditors
may not at the same time be Directors,
accounting counselors, executive officers,
managers or any other capacity as
employees of the Company or any of its
subsidiaries. Under the Company Law, at
least half of the Corporate Auditors shall be
outside corporate auditors. An “outside
corporate auditor” is defined as a corporate
auditor of the company who has never
been a director, accounting counselor,
executive officer, manager or in any other
capacity as an employee of the company
or any of its subsidiaries. Outside Corporate
Auditors directly or indirectly cooperate
with the internal audit, audit by Corporate
Auditors and accounting audit, receive
reports from the Internal Auditing Group
and conduct an effective monitoring through
reports on financial results at meetings of
the Board of Directors, through reviews of
the basic policy regarding the development
of internal control systems and through
exchanges of opinions and information at
meetings of the Board of Corporate
Auditors and other methods. Each Corporate
Auditor has the statutory duty to audit the
non-consolidated and consolidated financial
statements and business reports to be
submitted by a Director to the general
meeting of shareholders and, based on
such audit and a report of an Accounting
Auditor referred to below, to respectively
prepare his or her audit report. Each
Corporate Auditor also has the statutory duty
to supervise Directors’ execution of their
duties. The Corporate Auditors are required
to attend meetings of the Board of Directors
and express opinions, if necessary, at such
meetings, but they are not entitled to vote.
In addition, Corporate Auditors receive
monthly reports regarding the status of the
internal control system, the audit results, etc.
from the Internal Audit Group or from other
sections. Corporate Auditors may request
the Internal Audit Group or the Accounting
Auditor to conduct an investigation, if
necessary. The terms of office shall expire
at the conclusion of the ordinary general
meeting of shareholders with respect to the
last business year ending within four years
from their election. However, they may serve
any number of consecutive terms if re-elected.
Corporate Auditors constitute the Board
of Corporate Auditors. The Board of
Corporate Auditors has a statutory duty to,
based on the reports prepared by respective
Corporate Auditors, prepare and submit its
audit report to Accounting Auditors and
certain Directors designated to receive such
report (if such Directors are not designated,
the Directors who prepared the financial
statements and the business report).
Corporate Governance Structure * Prepared based on excerpts from the Company’s Form 20-F.