Isuzu 2016 Annual Report Download - page 15

13
Isuzu is striving to strengthen corporate governance structures to ensure its ability to earn the trust of
all stakeholders.
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 profits 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 fulfill their duty
of accountability toward shareholders.
Overview of Isuzu’s corporate governance structures
The Company has established a Board of Directors and an Audit
Committee as internal bodies to oversee and audit important
management decisions.
Corporate Governance
To speed up managerial decision-making and business operations,
Isuzu has set up a Management Meeting that meets every other week
as a rule to examine and make decisions on critical management
concerns, in accordance with resolutions of the Board of Directors.
Furthermore, the Company has created various committees that
report to the Management Meeting in order to streamline discussion of
issues in various specialized areas.
In addition, we have introduced an executive officer system for
properly supporting our directors’ business operations.
In addition to attending Board of Directors meetings and other
important meetings, auditors solicit reports from directors and other
leaders concerning the execution of their responsibilities, review
important decision-making documents and other materials, investigate
operational and financial conditions at the head office and major
worksites, request reports from subsidiaries as needed, and audit
Company operations.
We have appointed two outside directors (part-time) and
three outside auditors (of whom one is full-time). There is nothing
noteworthy to report with regard to the personal relationships of
these outside officers and the company, associated transactions, or
other interests. With regard to capital relationships, some officers own
Company shares, but nothing of noteworthy importance was found.
Executive Compensation
The Company’s directors receive compensation packages that have been finalized by the Board of Directors within the range of figures approved by the General Shareholders Meeting while
taking into account factors such as levels of compensation at other companies and the Company’s business performance. The amount of compensation received by each director reflects his or
her position, as well as the performance of the Company and the individual in question.
The Company’s auditors receive compensation packages that have been finalized by mutual consultations among auditors within the range of figures approved by the General Shareholders
Meeting, while taking into account factors such as levels of compensation at other companies and the Company’s business performance.
Overview of Internal Structures Related to Isuzu’s Internal Control System
Product Program Committee
Facility Investment Committee
Budget Special Committee
Export Control Committee
Global Environment Committee
Quality Assurance/CS Improvement Committee
Specialized discussions Operational responsibility
and risk management
g
Managing Directors
Management Meeting President Group Companies
Accounting Auditor
Corporate Audit Dept.
Compliance Management Group
Compliance Committee
(with members including outside experts)
Suggestion Boxes
(Helpline)
Board of Directors Meeting
Audit & Supervisory Board
Member Support Group
(Independent of management)
Directors
(12 directors, including 2 outside directors)
Auditors/Audit Committee
(5 auditors, including 3 outside auditors)
Communication and implementation
of management and compliance decisions
Attended
by auditors
General Shareholders Meeting
Management and controlAuditing
Operational responsibility
Appointment/dismissalAppointment/dismissalAppointment/dismissal
Monitoring of management; requests
for improvements to internal control system
Management and accomplishment
of compliance
Presentation of problems
Report auditing results to the Management meeting
Coordination
& cooperation
Coordination
& cooperation
Advice
Coordination
& cooperation
Discussion/reporting and coordination
and cooperation among auditors
Assessment of status of internal
controls, operations, etc., and
auditing of divisional operations Exchange
of views
Auditing of
operations
Auditing of
accounts
Internal
audits
Discussion/reporting
Employees
Divisions, Departments, and Groups
Operating Officers


Attended
Corporate
Audit Dept.
Internal Audit Group
Internal Control Audit Group