JVC 2010 Annual Report Download - page 24

JVC KENWOOD Holdings, Inc.
22
General Shareholders’ Meeting
Election/removal Election/removal Election/
removal
Reporting
Reporting
Reporting
Duty of Loyalty,
Due Care of Prudent Manager
Board of Auditors
(Five members, of which three are external auditors)
Auditing
Auditing
Board of Directors
(Nine members, of which two are external Directors)
Accounting
Auditor
Selection/Dismissal
Selection/
Dismissal
Monitoring/
Supervising
Auditing Board of Executive Officers
Chairman, President and CEO
Corporate
Audit Office
Internal Audit
Accounting
Audit
Execution
Corporate Planning Division Strategic Human Resources & Administration Division Integrated Technical Development Division
Compliance Committee
Strategic Finance & Accounting Division Integrated Synergy Development Division New Business Development Center Information Disclosure Council
PL Council
Environment Council
JVC J&K Car Electronics Kenwood
Other JVC Kenwood Group Companies
Organization System (As of June 24, 2010)
Corporate Governance Structure
We believe that a companyʼs mission is to meet the expectations of all stakeholders, earn societyʼs 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 its business
activities. This goes beyond merely carrying out compliance in all of our activities, but also includes reinforcing
corporate governance, implementing highly transparent management, and enhancing activities to protect the
environment for the next generation.
JVC Kenwood believes that one of its most important management
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 the execution of operations, recruiting
external directors and auditors, and establishing internal audit
sections, as well as improving the internal control system on a
Group-wide basis.
■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. Directorsʼ terms of
office are 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 management
responsibility and business execution responsibility are separated from
each other. Since June 2010, nine directors (including two external
directors) and ten executive officers (six concurrently holding director
positions) have fulfilled these responsibilities.
Corporate Governance