Mitsubishi 2010 Annual Report Download - page 23

Chairman
President
Managing Directors’ Meetings
Quality Affairs Office CSR Promotion Office
Subsidiaries and Affiliates
Departments
Executive Vice Presidents
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
(13 members, of whom
2 are outside directors)
Cooperate
Corporate Governance Framework
MMC employs the Statutory Auditor System pursuant to the Japanese
Companies Act. In addition to mandatory organizations and gover-
nance 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 con-
cerning important management issues and overseeing execution. In
addition, the executive officer system clarifies the roles and responsibili-
ties 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 subsid-
iaries 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 regula-
tions in various countries. The department conducted a total of 90
audits in the fiscal year 2009. 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 over-
seas, to verify the appropriateness and effectiveness 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 cor-
porate governance and internal controls throughout the MMC Group
both in Japan and overseas. It has established internal auditing divi-
sions at all major overseas subsidiaries and has used the regional inte-
gration of consolidated domestic sales companies 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 (more on page 25).
Corporate Governance
Corporate Governance Framework (As of June 30, 2010)
21
MITSUBISHI MOTORS CORPORATION Annual Report 2010