Epson 2015 Annual Report Download - page 35

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34
Corporate Governance
1. Approach to corporate governance
(1) Corporate governance system
Outline
Epson’s basic approach to corporate governance is geared toward
▪ continuously increasing corporate 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 corporate auditors. The board of directors had 10
members, including two outside directors, 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 on
issues to facilitate decision making, and oversee and enhance the execution of business. Epson’s board of
corporate auditors consists of five corporate auditors, including three outside corporate auditors. It strives to
ensure greater independence and transparency of audits.
The names of the outside directors and outside auditors have been reported to the Tokyo Stock Exchange (TSE)
for they are considered to be independent directors/auditors as defined by the TSE.
The main corporate management bodies and their aims are described below:
Corporate Strategy Council and Corporate Management Meetings
The Corporate Strategy Council and corporate management meetings are convened to thoroughly deliberate on
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 and Compensation Committee
As advisory bodies to the board of directors, the Nomination Committee screens board of director candidates,
and the Compensation Committee deliberates on director remuneration issues. The Company strives to ensure
the transparency and objectivity of deliberations, with outside directors sitting on both of the committees and
corporate auditors able to attend committee meetings as observers.
Epson’s system of corporate governance is schematically represented below: