Pioneer 2014 Annual Report Download - page 19

Corporate Governance Structure (As of June 26, 2014)
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 coor-
dinated 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 regula-
tions. 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.
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
18 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
and 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
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Pioneer Corporation
Annual Report 2014