Pioneer 2012 Annual Report Download - page 19

General Meeting of Shareholders
Business Divisions and Group Companies
“Rules of the Pioneer Group”
Independent
Auditor
Board of
Corporate Auditors
3 corporate auditors
(including 2 outside
corporate auditors)
Executive Officers
19 individuals
(5 concurrently serving
as directors)
Nominating Committee
(Chair: outside director)
(Advisory Committees)
Compensation Committee
(Chair: outside director)
Special Committee
(Chair: outside director)
Business Ethics Committee
(Chair: outside director)
Board of Directors
7 directors
(including 3 representative
directors and
2 outside directors)
Group Executive
Committee
Audit Division
Business execution
Decision making/
supervision
Elect or dismiss
Elect or dismiss
Instruct and
supervise
Business
execution
Submit
Report
Submit
Cooperate Approve
Approve
Report on
audits
Internal audit
Report and make
recommendations
Audit
Instruct
Report
• "Pioneer Group Charter for Corporate Operations"
• "Pioneer Group Code of Conduct"
• Ensure appropriate execution of business in accordance with "Basic Rules of Business Ethics," "Basic Rules
for Consolidated Internal Audit," and "Basic Rules for Internal Control System," etc.
Supervise
among the “Rules of the Pioneer Group.” These rules
also include the “Pioneer Group Code of Conduct,”
which stipulates specific decision-making and
behavioral standards for Group directors, officers,
and employees in the performance of their business
duties, rules outlining the scope of authority and
responsibilities for each Group company, and other
rules related to compliance.
The “Pioneer Group Charter for Corporate
Operations” embodies the spirit of fair-minded
corporate activities that respect social justice. The
Company resists anti-social forces in a systematic
and resolute manner, to eliminate anti-social forces
that threaten social order and security. This includes
establishing a department to centrally coordinate
responses to anti-social forces, working together
with external specialist institutions, and thorough
training and communication within the Group
regarding how to deal with anti-social forces.
To ensure appropriate disclosure of corporate
information and the accuracy of financial reporting,
Pioneer has formulated basic rules and principles,
designated responsible departments, and
coordinated with external specialists, with the aim of
strengthening its information management system.
Furthermore, to ensure proper responses we
have developed a system necessary for ensuring
proper operations by establishing a response policy
in the event of a crisis, designating the authority and
responsibilities of each Group company, and setting
a policy for the approval process.
The Audit Division audits the status of the
Group’s entire management and operations,
and confirms compliance with laws and internal
regulations. The Audit Division also works with the
internal audit staff at Group companies and the
Board of Corporate Auditors to enhance the internal
audit function with regard to internal control systems,
risk management, and areas related to corporate
ethics, quality control, and environmental protection.
Business Ethics Committee
The Company has established a “Business Ethics
Committee,” chaired by an outside director, to ensure
legal compliance as well as thorough observance of
the “Pioneer Group Code of Conduct.”
In addition, a “Business Ethics Hotline” has
been established as an internal reporting system,
to quickly detect and appropriately address
behavior that is in violation of the “Pioneer Group
Code of Conduct.” The hotline is set up outside
the Company to ensure the anonymity of persons
making reports and to clarify the details of those
reports. The details of reports received by the
hotline are simultaneously referred to the Business
Ethics Committee and the Board of Corporate
Auditors, making it possible to respond to that
information resolutely and in good faith.
Corporate Governance Structure (As of June 27, 2012)
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Pioneer Corporation Annual Report 2012