Pioneer 2007 Annual Report Download - page 21

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Annual Report 2007 20
Special Committee
This committee will examine and discuss measures to deal with affairs that have a
significant impact on corporate value such as M&As, both before and as they occur,
from the standpoint of legality, reasonableness, and appropriateness.
Systems for Ensuring Appropriate Execution of Business
In addition to the corporate governance structure explained above, we have formu-
lated a set of common, basic rules called the “Rules of the Pioneer Group” for the
entire Group, of which the “Pioneer Group Charter for Corporate Operations” is
foremost in importance. Efforts are focused on ensuring the proper execution of
business activities throughout the Group in accordance with these rules.
The “Rules of the Pioneer Group” position the “Pioneer Group Charter for
Corporate Operations” and “Pioneer Group Code of Conduct” as decision-making
and behavioral standards for the Group’s directors, executive officers and employees.
Furthermore, Pioneer has established a Business Ethics Committee chaired by an
outside director to ensure legal compliance by the Group’s directors, executive offic-
ers and employees, as well as thorough observance of the “Pioneer Group Code of
Conduct.” We have also established an internal reporting system called the “Business
Ethics Hotline.” All reports received by this hotline are dealt with in good faith. We
have also formulated the “Basic Rules for Authority of Group Companies” to clarify
authority, responsibility, and approval procedures with respect to decision making on
important matters for each Group company. Further, the Audit Division, Pioneer’s
internal auditing unit, performs audits of business activities in accordance with the
“Basic Rules for Consolidated Internal Audit” to ensure compliance with laws and
internal regulations by Group companies.
Corporate Governance Structure (As of June 28, 2007)
General Meeting of Shareholders
Business Divisions and Group Companies
“Rules of the Pioneer Group”
• “Pioneer Group Charter for Corporate Operations”
• “Pioneer Group Code of Conduct”
• Ensure proper business activities in accordance with “Basic Rules for
Crisis Controls,” “Basic Rules for Authority of Group Companies,” “Basic
Rules for Consolidated Internal Audit,” etc.
Board of Corporate
Auditors
Three corporate auditors
(Including two outside corporate auditors)
Audit Division
Independent
Auditor
Representative
Directors
Board of Directors
Eight directors
(Including two outside
directors)
Executive Officers
17 individuals
Group Executive
Committee
Nominating Committee
(Chair: outside director)
Compensation Committee
(Chair: outside director)
Special Committee
(Chair: outside director)
Business Ethics
Committee
(Chair: outside director)
Elect and dismiss
Audit
Instruct
Report
Internal audit Business execution
Submit and
deliberate
Supervise Submit and
deliberate
(Three Advisory Committees)
Cooperate
Report and make
recommendations
Report on
audits
Elect and dismiss
Elect and
dismiss
Instruct
and
supervise