Mitsubishi 2008 Annual Report Download - page 36

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4mitsubishi motors corporation annual report 2008
Chairman
President
Managing Directors’ Meetings
(18 members)
Quality Affairs Office CSR Promotion Office
Subsidiaries and affiliates
Departments
Executive Vice President
(In charge of promoting
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Report
Quality Audit
Internal Audit
Report findings and
recommendations
Report findings and
recommendations
Audit
and
report
Audit and report
Guidance
and advice
Internal
Audit
Accounting Audit
Accounting Auditors
Shareholders’ Meeting
Board of Statutory Auditors
(5 members, of whom
3 are outside auditors)
Business Revitalization
Monitoring Committee
Business Ethics Committee
Board of Directors
(13 members, of whom
2 are outside directors)
Report
Corporate Governance
Corporate Governance Framework
MMC employs the Statutory Auditor System pursuant to the
Japanese Companies Act. In addition to mandatory organizations
and governance systems, the company is improving its corporate
governance by adding an executive officer system and advisory
committees.
MMC’s Board of Directors is responsible for making decisions
concerning important management issues and overseeing execu-
tion. In addition, the executive officer system clarifies the roles
and responsibilities of directors and executive officers. Managing
directors’ meetings composed of directors, executive officers, and
statutory auditors make speedy decisions in bi-weekly meetings.
Status of Internal Audits and Statutory Audits
Statutory audits of MMC and its subsidiaries are carried out by
attending important meetings such as the Board of Directors
Meeting. Also, key internal documents and internal audit reports
from groups, subsidiaries and accounting auditors are reviewed.
In addition to the statutory auditors, MMC has established
two departments within the CSR Promotion Office: the Quality
Audit Dept. and the Internal Audit Dept. Both are indepen-
dent from operating units and conduct internal audits from an
objective perspective.
MMC is strengthening its corporate governance primarily by implementing compliance in practice, improving transparency through
proactive information disclosure to stakeholders, and clarifying management responsibility.
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
company’s previous mid-term business plan. As with this committee, the Executive Vice President was put in charge of the Step Up 2010 Office from April 2008.
There are 14 directors as of June 19, 2008.
The Quality Audit Dept. monitors whether the Quality Affairs
Office is appropriately carrying out operations related to vehicle
development and manufacturing based on laws and regulations in
various countries. The department conducted a total of 80 audits in
fiscal year 2007. The audit results are successively reported to top
management and to the Business Ethics Committee twice a year.
The Internal Audit Dept. conducts regular company-wide
audits, covering areas including subsidiaries and affiliates in Japan
and overseas, to verify the appropriateness and effectiveness of
internal control systems including compliance and risk manage-
ment. The results are reported to the top management at MMC,
its subsidiaries and affiliates.
The Internal Audit Dept. is actively working to strengthen
corporate governance and internal controls throughout the MMC
group both in Japan and overseas. In fiscal year 2005, it established
internal auditing divisions at all major overseas subsidiaries. In
fiscal year 2007, the department used the regional integration of
consolidated domestic sales companies to establish CSR divisions
at each company.
The statutory auditors, Internal Audit Dept., Quality Audit
Dept., Compliance Dept. and accounting auditors regularly
exchange information to strengthen cooperation.
Corporate Governance Framework
(As of March 31, 2008)