Epson 2013 Annual Report Download - page 33

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Corporate Governance
1. Approach to corporate governance
(1) Corporate governance system
Outline
Epson's basic approach to corporate governance is geared toward
▪ continuously increasing enterprise value; and
▪ reinforcing business checks and balances, practicing sound corporate ethics, and ensuring business
transparency and health.
The Company has a board of directors and a board of statutory auditors. The board of directors had nine
members, including one outside director, as of the date the Annual Securities Report was submitted. It
meets once a month and convenes extraordinary meetings as needed. The board of directors makes
decisions on basic management policies, key business operations, period-end closing, disclosure
timeframes, and other important issues. Various management bodies have been created to advise the board
of directors or president, deliberate issues to facilitate decision-making, and oversee and enhance the
execution of business. Epson's board of statutory auditors consists of five statutory auditors, including three
outside statutory auditors. It strives to ensure greater independence and transparency of audits.
The names of the outside director and outside auditors have been reported to the Tokyo Stock Exchange
(TSE) as they are considered to be independent directors/auditors as defined by the TSE.
The main corporate management bodies and their aims are as follows:
Corporate Strategy Council/ Corporate Management Meeting
The Corporate Strategy Council and corporate management meetings are convened to thoroughly deliberate
matters before they are referred to the board of directors.
Compliance Committee
The Compliance Committee meets to hear and discuss important matters concerning Epson's compliance
programs. It reports its findings and offers opinions to the board of directors.
Nomination Committee/ Compensation Committee
As advisory bodies to the board of directors, the Nomination Committee screens board of director
candidates, and the Compensation Committee deliberates director remuneration issues.
Epson’s system of corporate governance is schematically represented below:
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