JVC 2005 Annual Report Download - page 35

Our Basic Stance
JVC aspires to be an outstanding global company and is
committed to conducting its operations in a manner that is
fair and highly transparent to all stakeholders.
Measures put forth by the Company to enhance corporate
governance include the appointment of outside directors and
auditors, the disclosure of information via a wide range of
media, and the establishment of a Corporate Ethics Office to
promote legal compliance.
Frameworks and Policies
Supported by the Board of Managing Directors, the Board of
Directors is responsible for management decision making
and the execution of operations. In addition, JVC employs an
in-house company system to speed up management
processes.
Since fiscal 2000, the Company has appointed one out-
side director to its Board of 17 directors. The objective
insight obtained from the outside director helps the Board of
Directors to make better, more informed decisions.
The Board of Managing Directors operates under the
Board of Directors, which is responsible for making decisions
related to the execution of operations under the Commercial
Code of Japan, as a decision-making body responsible for
matters that fall outside the realm of the Board of Directors’
responsibilities. This organization is designed to promote
flexible decision making and the accurate communication of
management information.
In fiscal 2001, JVC introduced an in-house company sys-
tem comprising five business segment companies—the AV &
Multimedia Company, the Professional Systems Company,
the Components & Device Company, the Media Company,
and the Entertainment Software Company—and three
regional companies—the Americas Company, the Europe
Company, and the Asia & the Middle East Company. In-
house company presidents are responsible for carrying out
business operations in a timely and appropriate manner and
have been delegated sufficient authority to achieve this task.
We recognize that in terms of the big picture we must put
what is best for the Company as a whole before what is best
for each individual in-house company. Therefore, in-house
company presidents and two regional company presidents
also serve as directors.
Corporate Governance
Victor Company of Japan, Limited 33
Two statutory auditors and two outside auditors provide
rigorous, objective oversight of various aspects of opera-
tions, including the execution of operations by the Board of
Directors.
JVC is committed to promoting accountability and proac-
tively provides information on its corporate activities and
results through various forms of media, including the
Company’s annual report, environmental report, and other
publications as well as its website.
Our compliance activities are headed by the Corporate
Ethics Office, which employs lawyers from outside the
Company. This office works to keep the JVC Business
Conduct Guidelines up to date, establish job-specific busi-
ness conduct guidelines, and promote the understanding of
personal information issues among employees.
Fiscal 2005 Initiatives
In January 2005, JVC revised its Business Conduct
Guidelines, with an eye toward bolstering corporate gover-
nance. We distributed this publication, which is available in
Japanese and English, to all Group employees as part of
efforts to promote the awareness of corporate governance
issues. In addition, JVC took steps to ensure that employees
have a clear understanding of information security matters in
preparation for the enactment of Japan’s Personal
Information Security Act on April 1, 2005. In September
2004, we formulated our Information Security Management
Regulations, and in November 2004, we published our
Information Security Guide. Furthermore, JVC conducted a
Companywide test of all employees’ comprehension of perti-
nent information security issues.
JVC is reinforcing corporate governance to maximize
shareholder value and ensure that it remains highly valued by
the market and society, both in Japan and abroad.
General Meeting of Shareholders
Appointment/
Removal
Appointment/
Removal
Board of Directors:
Directors (17), including one
Outside Director (1)
Board of Auditors:
Corporate Auditors (4)
Outside Auditors (2)
Appointment/
Supervision
Business and
Financial Audits
Financial Audits Evaluation of
Suitability
Representative Directors Financial Auditor
Management Committee
(Board of Managing Directors)
Directors
Appointment/ Removal