Pioneer 2012 Annual Report Download - page 18

Under the Companies Act of Japan, Pioneer has elected to structure its corporate governance system
with a Board of Corporate Auditors. The Board of Directors decides on fundamental issues such as
management policies and supervises the execution 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. Aimed at
improving corporate governance, in June 2012 a new structure was established to enable the directors,
with their number reduced from 10 to seven, to specialize in their decision-making and supervisory
functions from a Group-wide perspective, and the executive officers to enhance their executing functions.
Meanwhile, aiming to enhance the transparency of decision making, Pioneer has established a
Group Executive Committee and voluntary advisory committees to the Board of Directors.
Corporate Governance
Board of Directors, Board of Corporate Auditors
and Executive Officers
Pioneer has adopted a corporate auditor system
of corporate governance. Under this system, the
Company has established the Board of Directors as
a decision-making body for matters of the highest
importance, such as management policies, and as
a supervisory body. The representative directors
are responsible for business execution, while the
Board of Corporate Auditors is responsible for
auditing. Furthermore, executive officers are elected
to expedite business execution and clarify the
responsibilities for each business.
Several highly independent outside directors,
who have no significant transactional relationships
with the Pioneer Group, have been elected to
strengthen the supervisory function of the Board
of Directors as to business execution. In addition,
Pioneer has shortened the term of office of
directors to one year, in order to further clarify
their responsibilities and respond promptly to
changes in the business environment by increasing
opportunities for shareholders to elect directors.
The Board of Corporate Auditors, half or more of
which consists of outside corporate auditors with a
high degree of independence, audits the directors’
performance of their duties. In fiscal 2012, the Board
of Directors held nine meetings, while the Board of
Corporate Auditors held 13 meetings.
Group Executive Committee
The Group Executive Committee, which was created
as a process for reinforcing the Board of Directors’
decision-making function, comprises executive
officers chosen by the Board of Directors and holds
regular meetings once per week, in principle. The
Group Executive Committee, under the supervision
of the Board of Directors, thoroughly 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 approves these
issues, or, in cases where the Board of Directors
has decision-making authority, the Group Executive
Committee reports on these issues to the Board
of Directors. In fiscal 2012, the Group Executive
Committee held 35 meetings and deliberated
approximately 100 issues.
Voluntary Advisory Committees
To enhance management transparency and
strengthen corporate governance, Pioneer has
voluntarily established a Nominating Committee,
a Compensation Committee, and a Special
Committee, each chaired by an outside director, as
advisory committees to the Board of Directors. The
Nominating Committee discusses matters concerning
the election and dismissal of directors and executive
officers, and the election of corporate auditors. The
Compensation Committee discusses issues related
to remuneration and other benefits for directors and
executive officers. The Special Committee discusses
matters that have a significant impact on corporate
value, including mergers and acquisitions. These
committees report on the results of their deliberations
and make related recommendations to the Board
of Directors, and the Board of Directors gives full
consideration to these reports and recommendations
in the course of its deliberations.
Ensuring Appropriate Execution of Business
To ensure that directors, officers, and employees
throughout the Group share its corporate philosophy,
to “Move the Heart and Touch the Soul,” Pioneer
has determined a “Group Vision” and formulated the
“Rules of the Pioneer Group.”
Aimed at ensuring that the Company will
remain trusted and respected by society as a good
corporate citizen, the “Pioneer Group Charter for
Corporate Operations” is foremost in importance
16 Pioneer Corporation Annual Report 2012