Canon 2013 Annual Report Download - page 23

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21
CORPORATE GOVERNANCE
Board of Directors and have a term of office of one year.
The number of executive officers was 17 as of April 1, 2014.
Audit & Supervisory Board
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. 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 our independent regis-
tered public accounting firm and the Corporate Audit
Center. Canon has notified the stock exchanges in Tokyo,
Nagoya, Fukuoka and Sapporo of the designation of out-
side directors and members of the Audit & Supervisory
Board as independent directors and auditors, as provided
under the regulations of the stock exchanges.
Internal Audits
The Corporate Audit Center—the Company’s internal
auditing arm—as a separate dedicated organization con-
ducts audits and evaluations and provides guidance on
every business without exception, including the Group
companies in Japan and abroad, in line with the internal
audit guidelines. It reports the auditing results directly to
the Audit & Supervisory Board, the management top, to
improve operations. As of March 28, 2014, the Center had
71 members, and will enhance the structure to reinforce
the auditing functions.
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, including
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, 2013, internal con-
trol over financial reporting has been assessed as effective
by management and our independent registered public
accounting firm. (Please refer to pages 93 and 95.)
Compliance
Shortly after its founding, Canon established the San-ji
(“Three Selfs”) Sprit principles: “self-motivation,” or taking
Governance Structure (as of April 1, 2014)
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.
At Group companies worldwide, employees carry with them compli-
ance cards.