JVC 2007 Annual Report Download - page 23

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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 trans-
parent to all stakeholders.
Measures put forth by the Company to enhance corporate gover-
nance include the appointment of outside directors and auditors, the
disclosure of information via a wide range of media, and the estab-
lishment 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, while the Management Committee supports the board’s
activities as an advisory body. In addition, JVC employs a business
group system and a regional company system to speed up manage-
ment processes.
The Management Committee is an advisory body that is overseen
by the Representative Directors and designed to promote flexible
decision making and the accurate communication of management
information. Meetings of the Board of Directors are held once or
twice a month and are attended by Managing Directors, Senior
Managing Directors, Representative Directors, business group rep-
resentatives, and the auditors.
JVC has adopted a business group system to implement over-
sight on a more manageable scale. Individuals in charge of business
groups, and board members in charge of these groups, are respon-
sible for carrying out business operations in a timely and appropriate
manner and have been delegated sufficient authority to carry out
their responsibilities.
Two statutory auditors and three outside auditors provide rigor-
ous, objective oversight of various aspects of operations from an
expert’s point of view, including the execution of operations by the
Board of Directors.
JVC is committed to promoting accountability and proactively
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. They work to keep the JVC Business Conduct
Guidelines up to date, establish separate Company rules for major
themes relating to business conduct, and promote the understand-
ing of personal information issues among employees.
Basic Policies on Internal Control Systems
At the regular Board of Directors’ meetings held in May 2006 and
March 2007, the Company adopted resolutions pertaining to basic
policies on internal control systems as well as policies regarding the
improvement of such systems. Basic policies comprise (1) compli-
ance with the JVC Brand Book, which sets out specific guidelines
for putting management principles into practice; (2) the formulation
of ethical guidelines for members of the Board of Directors; (3) prop-
er oversight of management decision making and directors’ execu-
tion of operations as stipulated in the Board of Directors’
Regulations; and (4) oversight of directors’ execution of operations
from an independent standpoint by auditors.
JVC is reinforcing corporate governance to maximize shareholder
value and ensure that the Company remains highly valued by the
market and society, both in Japan and abroad.
General Meeting of Stockholders
Appointment/
Removal
Appointment/
Removal
Board of Directors:
Directors (13)
Board of Auditors:
Corporate Auditors (5),
Including Outside Auditors (3)
Appointment/
Supervision
Business and
Financial Audits
Financial Audits Evaluation of
Suitability
Representative Directors Financial Auditors
Management Committee
Directors
Appointment/ Removal