JVC 2009 Annual Report Download - page 20

18 JVC KENWOOD Holdings, Inc.
Corporate Governance
JVC Kenwood believes that one of its most important man-
agement issues is to increase the transparency and efficiency
of its managerial decision-making process and improve
corporate value by strengthening corporate governance.
To this end, we make it a basic policy to enhance corporate
governance through the establishment of a structure that
includes checks and balances. That policy calls for dividing
management and execution of operations, recruiting external
directors and auditors, and establishing internal audit sections,
as well as improvement of the internal control system on a
Groupwide basis.
Corporate Organizations and the Establishment of
Internal Control System and Risk Management System
n Corporate Organizations
The Board of Directors, which is regarded as an organization
that makes fundamental and strategic decisions as well as
overseeing business execution, holds regular meetings once a
month and extraordinary meetings when necessary to deliberate
and decide on basic management policies and important
matters, as well as monitor and oversee the status of business
execution. The directors’ term of office is limited to one year
in order to make their responsibilities clear and to make
management processes quicker. In addition, we proactively
recruit external directors in order to increase the transparency
of decision making.
JVC Kenwood adopts an executive officer system under
which business execution functions are divided and manage-
ment responsibility and business execution responsibility are
separated from each other. Since June 2009, nine directors
(including two external directors) and seven executive officers
(four concurrently holding director positions) have fulfilled
these responsibilities.
(From the news release on June 24, 2009: Notice of New
Management Systems of JVC KENWOOD Holdings, Inc. and
its Operating Companies)
As a result of introducing a system for officers to hold positions
of responsibility under the new system of Executive Officers,
the former system by which Directors held positions of
responsibility has been abolished. At the same time, Presidents
of operating companies promote integrated management of
the JVC Kenwood Group as Directors.
Auditors conduct corporate audits, attend Board of
Directors’ meetings, understand the results of internal audits
of the Group’s overall operations implemented by the Corporate
Audit Office, and exchange and confirm related information
with said office.
Auditors hold Board of Auditors’ meetings, audit execution
of duties by Directors and the entire Group’s business execution,
perform accounting audits and hold the function of corporate
audits. Auditors also regularly receive reports at the Board of
Auditors on the results of accounting audits from an accounting
auditor, and each auditor works together with the other
auditors to improve the effectiveness of audits.
The Board of Auditors holds meetings once every month
and whenever necessary. Since June 2009, five auditors
(including three external auditors) have been engaged in
corporate audits.
Election/removal Election/removal Reporting
Reporting Auditing
Auditing
Auditing
Reporting
Reporting
Accounting
Audit Selection/Dismissal
Selection/
Dismissal
Election/removal Duty of Loyalty, Due Care of a Prudent Manager
Accounting
Auditor
Corporate
Audit Office
Environmental Sustainability
Compliance Committee
Information Disclosure Council
Environment Council
PL Council
Business Affairs Office
Execution
Chairman, President and CEO
Monitoring/
Supervising
Internal Audit
Operating Company Operating Company Operating Company Each Division of JVC/Kenwood Group
Board of Executive
Officers
General Shareholders’ Meeting
Board of Auditors
(Five members, of which three are
external auditors)
Board of Directors
(Nine members, of which two are
external Directors)
Each Division of JVC/Kenwood Holdings, Inc.
Organization System (As of June 24, 2009)