Pioneer 2007 Annual Report Download - page 20

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PIONEER CORPORATION19
Pioneer recognizes that strengthening corporate governance is of vital impor-
tance to increasing corporate value.
Under the Company Law of Japan (the “Company Law”), Pioneer has
elected to structure its corporate governance system as a company with a
board of corporate auditors, which has a statutory duty to monitor, review
and report on the administration of the affairs as well as accounts of Pioneer.
The Board of Directors, which includes several outside directors, decides on
fundamental issues such as management policies and supervises the execu-
tion of business activities, while the Board of Corporate Auditors audits the
directors’ performance of their duties.
Based on this institutional structure, Pioneer has adopted an executive
officer system to expedite the execution of business activities and clarify the
responsibilities for each business. Meanwhile, aiming to enhance the trans-
parency of decision making, Pioneer has established a Group Executive
Committee and advisory committees to the Board of Directors.
Establishment of Group Executive Committee
The Group Executive Committee, which was formed to reinforce decision making,
comprises directors and executive officers chosen by the Board of Directors. The
Group Executive Committee, under the supervision of the Board of Directors, thor-
oughly discusses issues such as priorities for advancing business activities, investment
projects, group realignment, and group-wide management strategies, as well as
medium- and long-term policies, and either approves these issues or in cases where
the Board of Directors is stipulated to have decision-making authority reports on
these issues to the Board of Directors.
Establishment of Three Advisory Committees
Pioneer has voluntarily established three advisory committees to the Board of Directors
chaired by outside directors: the Nominating Committee, the Compensation Committee,
and the Special Committee. Their goals are to enhance the supervision of the execution
of business activities by outside directors, improve management transparency and
strengthen corporate governance. As committee representatives, the chairs of each
committee report on the results of their committees’ deliberations to the President, who
serves as the chair of the Board of Directors, and make related recommendations. The
President gives due consideration to these reports and their recommendations, and
seeks the approval of the Board of Directors for issues where necessary.
Nominating Committee
This committee discusses issues such as the election and dismissal of directors as well
as the election, dismissal, promotion and demotion of executive officers.
Compensation Committee
This committee discusses issues such as basic policies and systems for remuneration
and other benefits for directors and executive officers as well as individual evaluations
and compensation levels.
Corporate Governance