JVC 2006 Annual Report Download - page 31

Victor Company of Japan, Limited 29
Corporate Governance
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 Management Committee, the Board of
Directors is responsible for management decision making
and the execution of operations. In addition, JVC employs a
business group system and a regional 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 Management Committee is an organization that is
overseen by the Representative Directors and designed to
promote flexible decision making and the accurate commu-
nication of management information. Board of Managing
Directors’ meetings are held once or twice a month and are
attended by Managing Directors, Senior Managing Directors,
Representative Directors, business group representatives,
and the auditor.
In fiscal 2006, JVC eliminated its in-house company sys-
tem and introduced a business group system to implement
oversight on a more manageable scale. Individuals in charge
of business groups are responsible for carrying out business
operations in a timely and appropriate manner and have
been delegated sufficient authority to achieve this task.
Two statutory auditors and three 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 pro-
actively 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 experts from outside the
Company and lawyers as well as is working to keep the JVC
Business Conduct Guidelines up to date, establish job-
specific business conduct guidelines, and promote the under-
standing of personal information issues among employees.
Basic Policies on Internal Control Systems
At the regular Board of Directors’ meeting held in May 2006,
the Company adopted a resolution pertaining to basic poli-
cies on internal control systems as well as policies regarding
the improvement of such systems. Basic policies comprise
(1) compliance with the JVC Brand Book, which sets out
specific guidelines for putting management principles into
practice; (2) proper oversight of management decision mak-
ing and directors’ execution of operations as stipulated in the
Board of Directors’ Regulations; and (3) oversight of direc-
tors’ execution of operations from an independent stand-
point by auditors.
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 (5),
including Outside Auditors (3)
Appointment/
Supervision
Business and
Financial Audits
Financial Audits Evaluation of
Suitability
Representative Directors Financial Auditor
Management Committee
(Board of Managing Directors)
Directors
Appointment/ Removal