Panasonic 2012 Annual Report Download - page 45

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Panasonic Annual Report 2012 Search Contents Return Next
page 44
Directors, Corporate Auditors
and Executive Officers
Policy on Control of Panasonic CorporationCorporate Governance Structure
Executive Officers shall expire at the
conclusion of the ordinary general meeting
of shareholders with respect to the last
business year of the Company ending
within one year from their election. Each of
the Executive Officers has the authority to
operate businesses for which such Executive
Officer is responsible, under the supervision
of the Board of Directors and in accordance
with the Board of Directors’ decisions on
the management of corporate affairs.
The Board of Directors has, at the same
time, been reformed in order to concentrate
on establishing corporate strategies and
supervising the implementation thereof by
the Executive Officers. The Company has
limited the number of Directors to facilitate
more effective decision-making, and
shortened their term of office to one year
in order to clarify their responsibilities.
Taking into consideration the diversified
scope of the Company’s business
operations, the Company has chosen to
continue its policy of having management
personnel, who are well-versed in
day-to-day operations at operational fronts,
be members of the Board of Directors, while
outside Directors continue to fully participate
in Board meetings.
Meanwhile, the non-statutory full-time senior
auditors were appointed to strengthen
auditing functions at each business domain
company. In addition, the Company has
also launched the “Panasonic Group
Auditor Meeting” chaired by the Senior
Corporate Auditors of the Company in
order to promote collaboration among the
Company’s Corporate Auditors, the
non-statutory full-time senior auditors of
the business domain companies and the
corporate auditors of the Company’s
subsidiaries and affiliates. Moreover, as a
part of their audit duties, Corporate Auditors
maintain a close working relationship with
the Internal Audit Group of the Company to
ensure effective audits. Furthermore, in order
to enhance the effectiveness of audits
conducted by Corporate Auditors and
ensure the smooth implementation of
audits, the Company has established a
Corporate Auditor’s Office with full-time
staff under the direct control of the Board
of Corporate Auditors.
Compensation
The aggregate amount of remuneration,
including equity compensation such as
stock options, bonuses, and other financial
benefits given in consideration of
performance of duties (collectively, the
“remunerations”), paid by the Company
during fiscal 2012 to 21 Directors (other
than Outside Directors) and 3 Corporate
Auditors (other than Outside Corporate
Auditors) for services in all capacities was
1,081 million yen and 69 million yen,
respectively. The amount of remunerations
for 2 Outside Directors and 3 Outside
Corporate Auditors was 28 million yen and
42 million yen, respectively, in fiscal 2012.
The amount of remunerations for Mr. Kunio
Nakamura, Executive Adviser, and Mr. Fumio
Ohtsubo, Chairman of the Board of Director,
was 133 million yen and 113 million yen,
respectively, in fiscal 2012.
Under the Company Law, the maximum
amounts of remuneration of directors and
corporate auditors of Japanese joint stock
corporations, except for a “joint stock
corporation with specified committees,”
must be approved at a general meeting of
shareholders if the articles of incorporation
of the company do not provide items
about remuneration of directors and
corporate auditors. Companies must also
obtain the approval at a general meeting
of shareholders to change such maximum
amounts. Therefore, the remuneration of
the directors and corporate auditors are
subject to the approval of shareholders if
the articles of incorporation of the company
do not prescribe such items. The maximum
total amounts of remunerations for Directors
and Corporate Auditors of the Company
are therefore determined by a resolution at
a general meeting of shareholders, because
the Articles of Incorporation of the Company
do not provide such items, and thus
remuneration of Directors and Corporate
Auditors of the Company is under the
oversight of shareholders. The remuneration
amount for each Director is determined
by the Company’s Representative
Directors who are delegated to do so by
the Board of Directors, and the amount of
remuneration for each Corporate Auditor
is determined upon discussions amongst
the Corporate Auditors.
The amounts of the remuneration and
bonuses of Directors are linked to individual
performance based on Capital Cost
Management (CCM), sales and CO2
emissions (an environmental management
indicator). By implementing this new
performance evaluation criteria based on
shareholder interests, the Company intends
to promote continuous growth and enhance
profitability on a long-term basis for the
Panasonic Group as a whole.