Canon 2012 Annual Report Download - page 23

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21
CORPORATE GOVERNANCE
EXECUTIVE OFFICER SYSTEM
Canon is endeavoring to realize more flexible and effi-
cient management operations by maintaining an
appropriately sized organization of directors and pro-
moting capable human resources with accumulated
executive knowledge across specific business areas.
Executive officers are appointed and dismissed by the
Board of Directors and have a term of office of one year. The
number of executive officers was 17 as of December 31, 2012.
AUDITING SYSTEM
Canon has five members on the Audit & Supervisory Board,
including three outside corporate auditors who have no
personal, capital or business affiliations with the Company.
Canon has notified the stock exchanges in Tokyo, Osaka,
Nagoya, Fukuoka and Sapporo of the designation of these
outside members of the Audit & Supervisory Board as inde-
pendent auditors, as provided under the regulations of
the stock exchanges. Audit & Supervisory Board members’
duties include attending meetings of the Board of Directors
and of the Executive Committee, listening to business
reports from directors, carefully examining documents
related to important decisions and conducting strict audits
of the Group’s business and assets. Audit & Supervisory
Board members also work closely with independent audi-
tors and the Corporate Audit Center, which is in charge
of monitoring the Company’s compliance, risk manage-
ment and internal control systems in addition to providing
assessments and recommendations as required.
INTERNAL CONTROL COMMITTEE
In response to the Sarbanes-Oxley Act, including Section
404, which came into force during 2006, Canon contin-
ues to reinforce internal control systems and implement
appropriate measures. The Internal Control Committee
is responsible for Groupwide internal controls, includ-
ing securing credibility of financial reporting.
In order to strengthen internal controls, Canon con-
ducts comprehensive evaluations of internal controls
across areas that include accounting, management over-
sight, legal compliance, IT systems and the promotion of
corporate ethics. As of December 31, 2012, internal con-
trol over financial reporting has been assessed as effective
by the management and an independent registered pub-
lic accounting firm. (Please refer to pages 93 and 95.)
■ Governance Structure (as of December 31, 2012)
Audit & Supervisory Board
Management Strategy Committee
New Business Development Committee
Corporate Ethics and Compliance Committee
Internal Control Committee
Disclosure Committee
Executive Officers
General Meeting of Shareholders
Board of Directors
Representative Directors
Subsidiaries & Affiliates
Chairman & CEO
Executive Vice President & CFO
Executive Vice President & CTO
Executive Committee
Corporate Audit Center
Headquarters Administrative Divisions
Office Business Unit
Imaging System Business Unit
Industry and Others Business Unit
Marketing Subsidiaries & Affiliates
Manufacturing Subsidiaries & Affiliates
R&D Subsidiaries & Affiliates
Canon Inc.
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