Panasonic 2012 Annual Report Download - page 43

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Panasonic Annual Report 2012 Search Contents Return Next
page 42
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
Corporate Governance Structure (Prepared based on excerpts from the Company’s Form 20-F filed in June 2012.)