Canon 2014 Annual Report Download - page 24

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22 CORPORATE GOVERNANCE
ensures thorough implementation of corporate eth-
ics and improves legal compliance systems; the Business
Risk Management Subcommittee, which improves sys-
tems prepared for overall business risks, including insuf-
ficient product quality and information leakage. The Risk
Management Committee verifies the risk management
system and reports the status to the CEO.
In addition, the Disclosure Committee undertakes
deliberations on information disclosure, including con-
tent and timing, to ensure timely and accurate disclo-
sure of important company information.
Audit & Supervisory Board
Canon is a “Company with an Audit & Supervisory Board.”
The Board consists of five members, three of which are
independent Outside Audit & Supervisory Board mem-
bers. In accordance with auditing policies and plans
decided at Audit & Supervisory Board meetings, mem-
bers of the Audit & Supervisory Board attend Board of
Directors meetings, Corporate Strategy Committee meet-
ings, and other relevant meetings, while receiving ver-
bal reports from directors, reviewing important approval
documents, and examining the business and financial
asset statuses of the Company and its subsidiaries. In
these ways, the Audit & Supervisory Board meticulously
checks directors’ and others’ execution of the company
operations, including establishment and operation of the
internal control system, thus is fulfilling a management
oversight function. The Board also works in close alliance
with the Internal Audit Division and the accounting audi-
tors to improve the efficacy of monitoring.
Internal Audit Division
The Corporate Audit Center, with about 70 members, is
the Company’s internal auditing arm. It conducts audits
and evaluations and provides guidance on all opera-
tions and sectors without exception, including those of
Group companies, from various perspectives, such as
Governance Structure (as of January 1, 2015)
Audit & Supervisory Board
5 Members
(Includes 3 Outside Members)
General Meeting of Shareholders
Board of Directors
19 Members
(Includes 2 Outside Members)
Representative Directors
CEO, COO, CFO, CTO
Accounting Auditors
(Audit Firm)
Executive Directors, Executive Officers, and each General Manager
Corporate Audit Center
Execution of the operations of the company
Disclosure Committee
Corporate Strategy Committee
Representative Directors,
Executive Directors, and
Executive Officers with
direct control of an organizational division
Financial Risk Management
Subcommittee
Compliance Subcommittee
Business Risk Management
Subcommittee
Elect/Dismiss
Elect/Dismiss
Approve/Supervise
Instruct/Order
Approve/Supervise
Elect/Dismiss Elect/Dismiss
Audit
Audit
Cooperation
Financial
Audit
Cooperation
CooperationReport
Report
Report
Report
Report
Report
Internal Audit
Consult
Risk Management Committee
Cooperation
Report