JVC 2009 Annual Report Download - page 21

19JVC KENWOOD Holdings, Inc.
n Establishment of Internal Control System and Risk
Management System
JVC Kenwood has established the following systems to
ensure that the Group runs its operations properly.
1. Framework to Ensure the Conformity of the Directors’
Exercise of Function with the Laws and Regulations and
the Articles of Incorporation
2. Framework for the Storage and Management of Information
in Relation to the Directors’ Exercise of Function
3. Framework for Regulations and Such Concerning the
Management of Risk of Loss
4. Framework to Ensure the Efficient Exercise of Function of
the Directors
5. Framework to Secure Compliance of Employees’ Execution
of Duty with Laws/Regulations and Articles of Incorporation
6. Framework to Ensure Propriety of Business Operation for
the Corporate Group Consisting of JVC Kenwood and Its
Subsidiaries
7. System Related to Employees to Assist Auditors’ Duty and
Matters Regarding Independency of Such Employees from
Directors’ Control
8. Framework for the Reporting of Directors and Assistants to
Auditors/Framework for Other Reporting to Auditors
9. Framework to Ensure Effective Auditing of Auditors
10. Framework to Ensure Propriety of financial Reports
n Internal Audits and Auditors’ Audits
JVC Kenwood conducts internal audits on the overall business
execution of the entire Group. Results of these audits are
reported to the Board of Directors, an oversight organization,
by the Corporate Audit Office, where six staff members are
engaged in operational audits and internal control audits. The
Corporate Audit Office, tasked to audit the operations of the
entire Group, prepares the Risk Assessment Form when
formulating an audit schedule and selects auditing targets
based on risk assessment, resulting in an increase in the
effectiveness of internal audits.
Auditors implement audits according to the audit schedule,
audit the entire Group’s operations and check in-house
approval documents based on the monitoring of directors and
executive officers. Auditors also attend audits performed by
the Corporate Audit Office, thereby broadening the scope of
their audits.
Efforts Toward Respect for the Position of the Stake-
holders
We believe that a company’s mission is to meet the expectations
of all stakeholders, earn society’s trust and contribute to society.
These practices are a prerequisite for the Company to thrive
and contribute to society. To do so, we believe that one of the
most important issues for the Company is to contribute to
society through our business activities. This goes beyond
merely carrying out compliance in all of our actions, but also
includes reinforcing corporate governance, implementing
highly transparent management and enhancing activities to
protect the environment for the next generation.
JVC Kenwood provides information for stakeholders in a
timely and appropriate manner. We establish timely disclosure
rules as in-house regulations and, under the Information
Disclosure Council, we develop the content and means of
disclosure when there is information that needs to be
communicated.
Takeover Defense
We believe that if the Company’s corporate value or share-
holders’ interest could be harmed due to acquisition of its
shares by a specific person or group, the Company needs to
take substantial measures to raise corporate value and secure
shareholders’ interest to the extent permitted by laws, regulations
and the Articles of Incorporation. JVC Kenwood, of course,
recognizes the importance of increasing corporate value and
securing shareholders’ interest, and continues to carefully
study takeover defense measures. However, we have not
introduced any such specific measures so far.