JVC 2011 Annual Report Download - page 30

JVC KENWOOD Corporation
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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 develop the content and means of disclosure when there is information
that needs to be communicated.
We believe that if the Companyʼs corporate value or shareholdersʼ interest could be harmed due to the acquisition of its shares by a
specific person or group, the Company needs to take substantial measures to raise corporate value and secure shareholdersʼ interests to
the extent permitted by laws, regulations, and the Companyʼs Articles of Incorporation. JVC KENWOOD, of course, recognizes the
importance of increasing corporate value and securing shareholdersʼ interests, and continues to carefully study takeover defense
measures. However, we have not introduced any specific measures so far.
In the previous fiscal year, JVC KENWOOD found that JVC adopted inappropriate accounting. This occurred between the fiscal year
ended March 31, 2005, which was prior to the establishment of JVC KENWOOD on October 1, 2008, and the second quarter of the
fiscal year ended March 31, 2010. In relation to this, the JVC KENWOOD Group adjusted the earnings results of JVC for the period
between the fiscal year ended March 31, 2005 and the second quarter of the fiscal year ended March 31, 2010. It also adjusted those of
JVC KENWOOD for the period from its establishment on October 1, 2008 through the second quarter of the fiscal year ended March 31,
2010. The Group did this pursuant to the Financial Instruments and Exchange Law.
We thoroughly validated and examined the background and causes that led to the inappropriate accounting treatment, and formulated
fundamental measures to prevent any recurrence as shown below.
Establishment of a management structure and internal control system to improve
the Groups corporate culture
1. Holding of JVC KENWOOD Groupʼs corporate-wide compliance meeting
The JVC Group held a corporate-wide compliance meeting on August 5, 2010. In the meeting, we instructed every Group
employee to thoroughly understand the details and causes of the inappropriate accounting treatment; fully implement the
recurrence prevention measures; operate the business in compliance with laws, regulations and the corporate code of conduct; and
well recognize the importance of using the internal whistle-blowing system.
2. Thorough adherence to the “Standards for Decision-Making and Authority”
JVC KENWOOD strives to thoroughly adhere to the “Standards for Decision-Making and Authority.” To facilitate this, we put up the
standards in Japanese, English and Chinese on the intranet, which every Group employee can access, so that every employee will
be well aware of the standards. We also provide the standards in German and Spanish for overseas sales companies.
3. Establishment of the “JVC KENWOOD Group Code of Conduct on Compliance” and provision of compliance education
JVC KENWOOD established the “JVC KENWOOD Group Code of Conduct on Compliance” (hereinafter “Code of Conduct”). It
specifically outlines common values and ethical views to be shared by directors, auditors, executive officers, and employees of the
JVC KENWOOD Group, so that they take sincere and appropriate actions. We ensure that every Group employee strictly complies
with the Code of Conduct. To facilitate this, we distributed this Code of Conduct in Japanese, English and Chinese within the
Group. In addition, we emphasize that securing compliance is the most important issue under the management policy, and provide
education on compliance as part of the management education program.
4. Making known to every Group member the internal whistle-blowing system directly accessible from Japan and overseas
JVC KENWOOD aims to ensure that all parties within the JVC KENWOOD Group are well aware of the internal whistle-blowing
rules, which stipulate the reporting of any acts that deviate from the Code of Conduct and define procedures for corrective action.
To this end, we put up the rules on the intranet which all Group employees can access. We also run a notice on the internal whistle-
blowing system in the in-house newsletter (both Japanese and English editions are available). At overseas bases, we make the
system known to all local employees through a poster that mentions the system in their language.
Measures for enhancing corporate governance
Provision of information for Stakeholders
Takeover Defense
Corporate Governance