Epson 2015 Annual Report Download - page 36

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35
Reasons for adopting the current system of corporate governance
Epson is looking to initiate fresh growth by developing and executing strategic measures based on the Updated
SE15 Second-Half Mid-Range Business Plan (FY2013–FY2015), which is aimed at achieving the goals set
forth in Epson’s SE15 Long-Range Corporate Vision.
As it moves forward on the updated mid-range business plan, the Company believes that it will be important to
have a governance system that strikes a good balance between business speed and efficiency on the one hand
and effective oversight of management on the other.
For this reason, the Company employs an agile, practical management organization wherein directors who
understand the situation inside the Company simultaneously oversee multiple key business operations, while the
outside directors conduct checks to assure that business decisions make sense.
In addition, Epson employs independent outside directors and independent corporate auditors to ensure a sound
management audit function. The names of the outside directors 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.
Internal control system
The Company passed a resolution at the April 30, 2015, meeting of the board of directors to partially amend
Epson’s basic internal control system policy. The content of the revised basic policy is described below.
Basic internal control system policy
The Company considers its Management Philosophy to be its most important business concept, and to realize it
Epson has established Principles of Corporate Behavior that are shared across the Group, including at
subsidiaries. The Company will establish the following basic policy regarding the internal control system (a
system for ensuring that business is conducted suitably by the corporate group) and provide an improved
internal control system for the Epson Group as a whole.
Compliance
(1) The Company will establish “Principles of Corporate Behavior” as a guide for putting the Management
Philosophy into practice. The Company will also establish regulations that spell out things such as basic
compliance requirements and the organizational framework.
(2) A member of the board will be selected to serve as the Chief Compliance Officer (CCO). The CCO will
head an organization that oversees and monitors the execution of all compliance operations.
(3) The Company also created a Compliance Committee to serve as an advisory body to the board of directors.
The Compliance Committee will be chaired by the CCO and have as members the outside directors,
outside corporate auditors, and a director appointed by the board of directors. The Compliance Committee