JVC 2012 Annual Report Download - page 28

Corporate Governance Structure
JVCKENWOOD maintains the transparency and efficiency of its managerial decision-making process and improves its corporate
value by strengthening corporate governance, which the Company regards as an important management issue. To strengthen
corporate governance, we have improved the internal control system on a Group-wide basis by separating management
functions from the execution of operations, recruited external directors and Audit & Supervisory Board Members, and enhanced
monitoring functions by establishing an internal audit section.
Corporate Organizations
1. The Companyʼs supreme decision-making organization, the General Shareholdersʼ Meeting makes decisions on
fundamental matters set forth under Corporate Law. Unless otherwise provided for by Corporate Law, however,
some matters related to the implementation of flexible capital and dividend policies—including the distribution of
retained earnings, provided for by items in Article 459, Paragraph 1, of Corporate Law—are decided by resolution
of the Board of Directors without recourse to the General Shareholdersʼ Meeting, in accordance with the
provisions of the Companyʼs Articles of Incorporation.
Regarded as the organization for making fundamental and strategic decisions as well as for overseeing
business execution, the Board of Directors holds regular monthly meetings and extraordinary meetings when
necessary. These meetings provide directors with opportunities to deliberate and decide on basic management
policies and important matters as well as to monitor and oversee the status of business execution. To clarify their
responsibilities and to accelerate the management process, directors have one-year terms of office. In addition,
we proactively recruit external directors in order to increase the transparency of decision making.
JVCKENWOOD designates as independent officers all eligible external directors and Audit & Supervisory
Board Members. Established by the Tokyo Stock Exchange Group, Inc., the Guidelines Concerning Listed
Company Compliance, etc. (hereinafter referred to as “the Guidelines”) serve as the Company standard for
independence. In principle, the Guidelines ensure the effectiveness of the management oversight that
independent officers perform—based on their experience, past performance, expert perspective, and insights—
and that their independence will not cause any conflicts of interest with ordinary shareholders. In accordance
with the Guidelines, we nominate external director and Audit & Supervisory Board Member candidates after
confirming that they have not been a major shareholder of the Company or a managing director of any of its
main corporate customers. The agreement of the Audit & Supervisory Board Members is also obtained when
nominating candidates for external Audit & Supervisory Board Member positions. Since the Ordinary General
Shareholdersʼ Meeting of June 26, 2012, we have recruited Nobuo Seo, Koji Kashiwaya, and Junichi Hikita as
external directors, and Akihiko Washida and Shojiro Asai as external Audit & Supervisory Board Members.
We have notified the Tokyo Stock Exchange Group, Inc. regarding the status of these five independent
officers pursuant to the provisions prescribed by the exchange.
2. JVCKENWOOD adopted an executive officer system under which the functions of corporate strategy
implementation and business execution were divided, and the responsibility for management separated from that
for business execution. Consisting of four full-time directors (including three external directors) and five directors,
who concurrently hold executive officer positions, the nine-member Board of Directors has been fulfilling its
management responsibility since June 26, 2012. The Board of Executive Officers, consisting of 10 executive
officers, including five directors, who concurrently hold executive positions, has fulfilled its responsibility for
business execution.
We also established four Business Groups—corresponding to the four business segments of the
JVCKENWOOD Group—and introduced an operating officer system, by which operating officers are placed in
26 JVC KENWOOD Corporation
Corporate Governance