Pioneer 2015 Annual Report Download - page 9

Corporate Governance Structure (As of June 25, 2015)
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 2015, the Group Executive Committee held 28
meetings and deliberated approximately 80 issues.
Voluntary Advisory Committees
To enhance management transparency and strengthen
corporate governance, Pioneer has voluntarily es-
tablished 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 dis-
cusses 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 merg-
ers and acquisitions. These committees report on the
results of their deliberations and make related recom-
mendations 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 philoso-
phy, to “Move the Heart and Touch the Soul,” Pioneer
has adopted 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 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 Opera-
tions” 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 Charter for Corporate Operations”
and 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.
Internal Control Committee
The Company has established an Internal Control
Committee, chaired by an executive officer who is
concurrently a representative director, to identify pos-
sible risks associated with business activities and to
prevent such risks from occurring.
General Meeting of Shareholders
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
15 individuals
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
8 directors
(including 3 representative
directors and
2 outside directors)
Group Executive
Committee
Audit Division
Business execution
Decision making
and supervision
Internal Control
Committee
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
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
Corporate Governance
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 ofcer system
to expedite the execution of business activities.
Meanwhile, Pioneer has established a Group Executive Committee in its efforts to enhance the decision-
making function of the Board of Directors, and also has established voluntary advisory committees to the Board
of Directors for further strengthening its corporate governance.
Board of Directors, Board of Corporate
Auditors and Executive Officers
Pioneer has adopted a Board of Corporate Auditors
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 by the
Board of Directors 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 busi-
ness 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 op-
portunities for shareholders to elect directors. Pioneer’s
corporate governance is further strengthened by the
fact that directors focus on their decision-making and
supervisory functions from a Group-wide perspective,
while executive officers enhance their business ex-
ecution functions. 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
2015, the Board of Directors held 12 meetings, while
the Board of Corporate Auditors held 16 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 semimonthly, in principle. The Group
Executive Committee, under the supervision of the
Board of Directors, thoroughly discusses issues such
as priorities for advancing business activities, invest-
ment projects, Group realignment, and Group-wide
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Pioneer Corporation Annual Report 2015