Alpine 2016 Annual Report Download - page 13

Alps Group Internal Control Structure
Alps Electric Co., Ltd.
[Electronic Components]
Alpine Electronics, Inc.
[On-board Information
Equipment]
Alps Logistics Co., Ltd.
[Logistics]
Audit and
Supervisory
Committee
Members
Group Audit Liaison Council
(Coordination among Audit and
Supervisory Committee members
and Internal Audit Division)
Audit and
Supervisory Committee
Audit and
Supervisory Committee
Audit and
Supervisory Committee
Office of Audit and
Supervisory Committee
Office of Audit and
Supervisory Committee
Office of Audit and
Supervisory Committee
Presidents
Presidents Meeting/
Group Management Meeting
(Advance discussions/ reporting on
important matters of the group)
President President President
Directors
Board of Directors
(Deliberation/ reporting of important matters of
the group & electronic components business)
Board of Directors
Board of Directors
Divisions &
Departments Liaison Councils
Corporate Planning
CSR
Accounting
Legal Affairs
Personnel Affairs
Compliance, etc.
Corporate Planning
CSR
Accounting
Legal Affairs
Personnel Affairs
Compliance, etc.
Corporate Planning
CSR
Accounting
Legal Affairs
Personnel Affairs
Compliance, etc.
Agreement on Alps Group Administration and Management
Alps Group Management Paradigm (Alps Group Management Regulations/ Compliance Charter/ Environmental Charter)
AsamemberoftheAlpsGroup,Alpineplacesapriority
on following the founding principles of the Alps Group led by
AlpsElectric Co.,Ltd.Weestablishedourbasicphilosophy
and conduct guidelines for compliance in accordance with
theAlpsGroupmanagementregulations,andpromote
compliance throughout the company and our subsidiaries. In
addition,wecontinuedevelopingourinternalcontrolsystem
and structures to secure proper business management in
accordance with the Companies Act and the Ordinance on
EnforcementoftheCompaniesAct,andconductproperand
effective business in all Alpine Group companies. Please
read“InternalControlSystem”inourCorporateGovernance
Report for more detail on the structures of our internal
control system.
http://www.alpine.com/e/investor/library/
governance.html
■ Internal Control
Name
Audit and
Supervisory
Committee
Member
Independent
Corporate
Director
Reason for Appointment Other Important Appointment
HideoKojima ○ ○ Hisexperienceinauditsasacertiedpublicaccountant
andasanexternalexecutiveocerforothercompanies
will be an asset to our business management.
HideoKojimaC.P.A.Oce
SumitomoHeavyIndustries,Ltd.
(External Director)
Satoko
Hasegawa ○ ○ Herexperienceas alawyer, anexternalexecutive
officerat othercompanies,and herwealthofglobal
experience will enhance our business management.
STW & Partners
AsahiNet,Inc.(ExternalDirector)
HakudoCo.,Ltd.(ExternalAuditor)
Naoki Yanagida ○ ○
The specialized knowledge and experience he has
developedthroughhisexperienceasalawyer,andhis
informed opinion in a wide range of areas will facilitate
our business management.
Yanagida & Partners
SompoJapanNipponkoaHoldings,Inc.
(Outside Auditor)
Alpine appoints three External Directors to enhance the
functions of the Board of Directors. Each External Director
focuses on ensuring legal compliance and strengthens the
supervision function over the company’s operation through
active dialogue and advice on the selection and dismissal of
topmanagement,remuneration,supervisiononconflictof
interestamongthecompany,topmanagement,controlling
shareholders,andotherimportant mattersatthe Boardof
Directors meetings.
Alpine appoints external directors in accordance with its
standardsforthenominationofdirectors,includingtheAlpine
StandardsforIndependence.Inaddition,we designatethese
individuals as independent corporate directors upon consent
and report such to the Tokyo Stock Exchange.
■ External Directors
Alpine CSR activities are carried out under the
directionoftheCSRCommittee,whichiscomprisedofeight
subcommittees. In order to ensure that our CSR activities
reflectaglobalperspective,wecontinuetoimproveour
management structure to maintain an environment that
enables individual employees to exercise their abilities in
accordance with Alpine CSR Guidelines established in
referencetoISO26000standards.
Since2014,Alpinehasstrengtheneditsapproaches
to the creating shared value (CSV) project to increase its
social and corporate values to promote more strategic CSR
activities.In2015,wedefinedthematerialityofCSRand
included it in our medium-term CSR plan while taking the
expectations of society and our stakeholders into account.
■ CSR Committee
TheAlpineBoardofDirectors,whichiscomposedof
11 directors (excluding Audit and Supervisory Committee
members) and 4 directors who are Audit and Supervisory
Committeemembers (3areexternaldirectors),discusses
and makes decisions about important matters regarding the
AlpineBasicBusinessPolicyandMid-termBusinessPlan,
and audit and monitor the business performance. The Board
of Directors makes decisions about all important matters
through discussion at monthly meetings and extraordinary
generalmeetings,whichareheldasnecessary.Thearticles
of incorporation specify that directors shall be elected and
removed by resolution passed at a General Shareholders
Meeting by a majority vote of shareholders who are in
attendance and whose number holds one third or more of the
votingrightsofshareholdersentitledtotheexercisethereof,
and that cumulative voting shall not be employed.
In accordance with rules and bylaws governing the
Boardof theDirectors,matters thatrequirearesolution
of the Board of the Directors are examined in advance for
legal,accounting,tax andeconomicsoundnesstoensure
compliance and rationality.
■ Board of Directors & Board of Directors Meeting
Members of the Alpine Audit and Supervisory
Committee,ofwhichthemajorityareexternalauditors,strive
to make objective judgments while acting independent of the
Board of Directors. The Committee performs audits of the
company’s operations through the combined effectiveness
ofexternalAuditandSupervisoryCommitteemembers,
consistingoftwolawyersandanaccountant,andinternal
membersoftheCommittee,whoarefamiliarwiththe
company’s business and include full-time employees. The
Committee also provides advice to the company’s top
management at meetings of the Board of Directors and other
important meetings in cooperation with the Internal Audit
Division. Assistants for the Audit and Supervisory Committee
shallbeassigned,andtheirindependencefromtheBoardof
Directors (excluding those who are the members of the Audit
and Supervisory Committee) shall be secured.
■ Audit and Supervisory Committee
Coordination
CSR Committee
Alps Group
CSR related
Divisions and
Departments
CSR Promotion
Organization
Secretariat
Internal Control Subcommittee
*RC Subcommittee
Information Management Subcommittee
Labor Environment/Society Subcommittee
Risk Management Subcommittee
Environmental Management Subcommittee
Supply Chain Subcommittee
Consumer Subcommittee
*Risk Management & Compliance (RC) Subcommittee
24 Annual Report 2016-2017 25
Annual Report 2016-2017
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