Mitsubishi 2009 Annual Report Download - page 23

Chairman
President
Managing Directors’ Meetings
(21 members)
Quality Affairs Office CSR Promotion Office
Subsidiaries and affiliates
Departments
Executive Vice President
(Step up 2010 Office)
Report
Quality Audit
Internal Audit
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 Ethics Committee
Board of Directors
(14 members, of whom
2 are outside directors)
Cooperate
Corporate Governance
Corporate Governance Framework
MMC employs the Statutory Auditor System pursuant to the
Japanese Companies Act. In addition to mandatory organiza-
tions 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
The statutory auditors carry out statutory audits of MMC and its
subsidiaries by attending important meetings of the company
such as Board of Directors meetings, and receiving reports on the
status of business activities from directors and other corporate
officers. Also, key internal documents and internal audit reports
from internal audit divisions, 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 independent
from operating units and conduct internal audits from an
objective perspective.
The Quality Audit Dept. monitors whether the Quality Affairs
Office is appropriately carrying out operations related to vehicle
development, manufacturing, and post market measures based
on laws and regulations in various countries. The department
conducted a total of 95 audits in the fiscal year 2008. 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 effective-
ness of internal control systems including compliance and risk
management. The results are reported to the top management at
MMC, its subsidiaries and affiliates.
The Internal Audit Dept. is also actively working to strengthen
corporate governance and internal controls throughout the MMC
Group both in Japan and overseas. It has established internal
auditing divisions at all major overseas subsidiaries and has used
the regional integration of consolidated domestic sales compa-
nies to establish CSR divisions at each company.
Guidance From Advisory Committees
The Business Ethics Committee is an advisory body to the Board
of Directors made up of six outside experts. The committee works
to spread an awareness of compliance, and it provides MMC
directors with guidance and advice from an objective perspective.
Corporate Governance Framework
(As of March 31, 2009)
21
Annual Report 2009 MITSUBISHI MOTORS CORPORATION