JVC 2011 Annual Report Download - page 28

JVC KENWOOD Corporation
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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
1. 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.
2. 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 24, 2011, nine directors (including
two external directors) and ten executive officers (six concurrently holding director positions) have fulfilled these responsibilities.
We also established four Business Groups corresponding to the four business segments of the JVC KENWOOD Group. We
introduced an operating officer system in which officers are in charge of the operations of each Business Group and organizations
with head office functions. These are managed by the Chief Executive Officer (CEO).
Furthermore, an integrated management organization structure was established. Under this structure, a Chief Operating Officer
(COO) is appointed from among the operating officers for each Business Group. The COO in effect heads operations of the relevant
Business Group to respond speedily and flexibly to changes in the business environment.
3. JVC KENWOOD is a company with a board of auditors. Auditors attend Board of Directorsʼ meetings and other important meetings,
hold Board of Auditorsʼ meetings, audit the execution of duties by Directors and the entire Groupʼs business execution, perform
accounting audits and hold the corporate audit function. 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.
Establishment of Internal Control and Risk Management Systems
JVC KENWOOD has established the following systems to ensure that the Group runs its operations properly.
1. Framework to Ensure the Exercise of Directorsʼ Functions are Conducted in Conformity with Laws, Regulations and the Companyʼs
Articles of Incorporation
2. Framework for the Storage and Management of Information in Relation to the Exercise of Directorsʼ Functions
3. Framework for Regulations and Such Concerning the Management of Risk of Loss
4. Framework to Ensure the Efficient Exercise Directorsʼ Functions
5. Framework to Ensure that Employees Execute Their Duties in Compliance with Laws/Regulations and the Companyʼs Articles of
Incorporation
6. Framework to Ensure the Propriety of Business Operations for the Corporate Group Consisting of JVC KENWOOD and Its Subsidiaries
7. System Concerning Employees Who Assist Auditorsʼ Duties and Matters Regarding to the Independence of Such Employees from
the Control of Directors
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
Corporate Governance Structure
Corporate Governance