Mitsubishi 2012 Annual Report Download - page 23

Corporate Governance
Corporate governance framework
MMC employs the Statutory Auditor System pursuant to the
Companies Act of Japan. In addition to mandatory organiza-
tions and governance systems, MMC is further improving its
corporate governance by adding an executive officer system
and the Business Ethics Committee as a Board of Directors
advisory committee.
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 the MMC
Group by attending important Company meetings, such as Board
of Directors meetings, and receiving reports on the status of busi-
ness 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, within the CSR Pro-
motion Office—which promotes corporate culture reform and
thorough business ethics—MMC has established the Quality
Audit Department and the Internal Audit Department. Both are
independent from operating units and conduct internal audits
from an objective perspective.
The Quality Audit Department monitors the appropriate
functioning of quality assurance checks by the Quality Affairs
Office and conducts individual audits to confirm that MMC’s
domestic and overseas affiliates are conducting quality-related
activities appropriately. The department conducted a total of 95
audits in fiscal 2011. The audit results are successively reported
to top management and to the Business Ethics Committee
twice a year. This information is also shared among the statu-
tory auditors, who work together to address any issues.
The Internal Audit Department, meanwhile, conducts
planned internal audits to ensure appropriate operations
management at MMC and at domestic and overseas affiliated
companies. These audits include verifying the appropriateness
and effectiveness of internal management systems, including
compliance and risk management, and audit results are re-
ported to management at MMC and affiliated companies. The
department also proposes business improvements and monitors
the status of their implementation. The department has created
internal audit departments at key overseas subsidiaries and CSR
departments at subsidiaries in Japan, and is working to enhance
groupwide governance in Japan and overseas, and introducing
proactive initiatives to reinforce internal controls.
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 (See page 24).
Corporate Governance Framework (As of June 30, 2012)
Accounting Audit
Accounting AuditorsAccounting Auditors
Report
Report Findings and
Recommendations
Audit
and Report
Audit and
Report
Guidance
and Advice
Cooperate
ChairmanChairman
PresidentPresident
Managing Directors’
Meetings
Managing Directors’
Meetings
Shareholders’ MeetingShareholders’ Meeting
Board of Statutory Auditors
(5 members, of whom
3 are outside auditors)
Board of Statutory Auditors
(5 members, of whom
3 are outside auditors)
Business Ethics CommitteeBusiness Ethics Committee
Board of Directors
(12 members, of whom
2 are outside directors)
Board of Directors
(12 members, of whom
2 are outside directors)
Quality Audit
Internal Audit Quality Audit
and
Internal Audit
Quality Affairs Ofce
and Departments
Quality Affairs Ofce
and Departments CSR Promotion OfceCSR Promotion Ofce
Subsidiaries and AfliatesSubsidiaries and Afliates
DepartmentsDepartments
Executive Vice PresidentsExecutive Vice Presidents
MITSUBISHI MOTORS CORPORATION
Annual Report 2012 21