Pioneer 2008 Annual Report Download - page 21
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General Meeting of Shareholders
Business Divisions and Group Companies
“Rules of the Pioneer Group”
Board of Corporate
Three corporate auditors
(Including two outside corporate auditors)
Independent
Representative
Nine directors
(Including two outside
directors)
17 individuals
Committee
Nominating Committee
(Chair: outside director)
Compensation Committee
(Chair: outside director)
(Chair: outside director)
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
Corporate Governance Structure (As of June 26, 2008)
Annual Report 2008 19
officers as well as individual evaluations and
compensation levels.
Special Committee
This committee will examine and discuss mea-
sures 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 formulated 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 Opera-
tions” 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 employ-
ees. Furthermore, Pioneer has established a Busi-
ness Ethics Committee chaired by an outside
director to ensure legal compliance by the Group’s
directors, executive officers 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. Furthermore, based on
the “Basic Rules for Crisis Controls,” we have
established a crisis control structure for the Pioneer
Group and strive to ensure proper responses in the
event of a crisis. We have also formulated the
“Basic Rules for Authority of Group Companies” to
clarify authority, responsibility, and approval proce-
dures with respect to decision making on impor-
tant matters for each Group company. In addition,
the Audit Division, Pioneer’s internal auditing unit,
performs audits of business activities in accor-
dance with the “Basic Rules for Consolidated
Internal Audit” to ensure compliance with laws and
internal regulations by Group companies.