Isuzu 2010 Annual Report Download - page 13

11
Corporate Governance and Compliance
Isuzu Motors Limited Annual Report 2010
Corporate Governance
Striving to ensure integrity, compliance and
transparency in management
Basic approach to corporate governance
The Company believes that the establishment of corporate
governance structures that provide a framework for discipline
is indispensable to its ability to generate consistent profi ts and
enhance corporate value through its business activities.
Recognizing that the primary purpose of corporate governance
is to respect the positions of stakeholders and build smooth
relationships, the Company endeavors to ensure fairness and
transparency in its corporate affairs through the timely and
appropriate disclosure of important information. In particular, the
Company understands that implementing internal controls and
maintaining an environment that protects the rights and interests of
shareholders, while assuring equality among them, is an important
element of corporate governance.
Furthermore, to this end the Company considers it essential that
the Board of Directors and Audit Committee, which are tasked with
supervision of the Company’s management, function adequately
and fulfi ll their duty of accountability toward shareholders.
Corporate governance structures
Having adopted the auditor system, the Company has
established a Board of Directors and an Audit Committee as internal
bodies to oversee and audit important management decisions.
The Company’s Board of Directors is composed of 11 Directors.
Currently there are no external directors.
The Company believes that the ability of the Board of Directors
to properly fulfi ll its responsibilities in terms of operational decision-
making and oversight is infl uenced by whether individual Directors
Isuzu is striving to strengthen corporate governance structures to ensure its ability to earn the trust of all stakeholders.
At the same time, recognizing that a commitment to compliance is one of the most critical roles of management, the
company is working to spread awareness of the importance of compliance and related matters.
possess extensive management expertise and experience, adequate
knowledge about Isuzu’s businesses and the automobile industry
in general, and an ability to make and effectively communicate
appropriate judgments based on that knowledge and experience.
In addition to members promoted from within the Company, it has
been the Company’s practice to bring in highly knowledgeable and
capable individuals from outside the organization to serve on the
Board of Directors. At the same time, the Company believes that
audits performed by its three external Auditors provide adequate
independent review of management from the standpoint of
external checking and monitoring.
Isuzu looks forward to a careful consideration of how governance
could be enhanced through the addition of external Directors to the
Board in light of issues such as the speed of decision-making and
the challenge of recruiting suitable individuals. However, at this time
the Company considers the framework and system described above
for ensuring management accountability from a standpoint that is
independent of management decisions and execution to provide
an acceptable balance between management speed and oversight/
governance.
Establishment of CSR division
As part of an organizational restructuring on April 1, 2010,
the Auditing Division charged with promoting CSR (corporate
social responsibility) activities aimed at improving the business’
transparency and social value was renamed the CSR division. Within
this division, the Compliance Management Group was incorporated
into the newly established CSR Promotion Department.