Sharp 2012 Annual Report Download - page 34

32 SHARP CORPORATION
Corporate Governance
Status of Corporate Governance System
The Board of Directors Meetings of Sharp Corporation
are held on a monthly basis in principle to make deci-
sions on matters stipulated by law and management-
related matters of importance, and to supervise the
state of business execution. To improve management
agility and flexibility, and to clarify the responsibilities
of the company management during each accounting
period, the term of office for members of the Board of
Directors is set at one year.
As an advisory body to the Board of Directors, Sharp
has established an Internal Control Committee, which de-
liberates on basic policies, the state of development and
implementation regarding internal controls and internal
audits, then reports on and discusses important matters
with the Board of Directors. As advisory bodies to the
Board of Directors, Sharp has also established a Nominat-
ing Committee and a Compensation Committee.
To strengthen the decision-making functions within the
Board of Directors and the functions for supervising direc-
tors’ execution of duties, the Company appointed outside
directors. The outside directors serve as members of the
Nominating Committee and the Compensation Commit-
tee, as well as the Special Committee that forms part of the
takeover defense plan. The Company also introduced the
Executive Officer System to carry out swift and efficient
business execution, and to maximize the functions of the
Board of Directors by optimizing the number of members.
In addition to the Board of Directors, the Company
has an Executive Management Committee, where mat-
ters of importance related to corporate management
and business operation are discussed and reported
twice a month in principle. This committee facilitates
prompt executive decision making.
The Board of Corporate Auditors is composed of four
corporate auditors, three of whom are outside corporate
auditors with a high degree of independence. Each cor-
porate auditor meets regularly with the representative
directors, the directors, the executive officers, the ac-
counting auditors, the head of the Internal Audit Division
and others to exchange opinions and work to ensure that
business is executed legally, appropriately and efficiently.
Remuneration to Directors and
Corporate Auditors
Monthly remuneration is decided within the scope of
the respective maximum amount of total remuneration
as set forth by a resolution of the General Meeting of
Shareholders (directors: up to ¥60 million per month;
corporate auditors: up to ¥6.5 million per month).
Monthly remuneration for each director is decided by
the Compensation Committee as delegated by the
Board of Directors, taking into consideration the busi-
ness performance, extent of risks and other factors.
Monthly remuneration for each corporate auditor is de-
cided by consultation among the corporate auditors.
Bonuses are subject to approval of the total amount
payable to directors and corporate auditors, respec-
tively, by resolution of the Ordinary General Meeting
of Shareholders. Based on this approval, the amount
of the bonus for each director is decided by the Com-
pensation Committee as delegated by the Board of
Directors, taking into consideration the individual’s
performance and level of contribution. The amount of
bonus for each corporate auditor is decided by consul-
tation among the corporate auditors.
Retirement remuneration for both directors and cor-
porate auditors was abolished as of the conclusion of
the 114th Ordinary General Meeting of Shareholders
held on June 24, 2008.
Information Concerning Outside Directors and Outside Corporate Auditors (As of June 26, 2012)
To be involved in decision making by the Board of Directors of
Sharp and supervise directors’ execution of duties, from knowledge
based on accounting, business administration, corporate
governance theories and other research that he has conducted
over many years at university, as well as his experience as an
outside executive of companies in different fields of business, etc.
To be involved in decision making by the Board of Directors of
Sharp and supervise directors’ execution of duties, from a broad
perspective drawn on experience in business and management of
a general trading company over many years
To audit legality and correctness of Sharp’s execution of business
from a broad perspective drawn on long experience in the financial
industry, which is a different field of business to Sharp’s
To audit legality and correctness of Sharp’s execution of business
from extensive experience as a lawyer specializing in corporate
legal work
To audit legality and correctness of Sharp’s execution of business
based on objective insight drawn on experience in serving in
important posts with the police
Professor, Graduate School of Commerce and
Management, Hitotsubashi University
Outside Director, Akebono Brake Industry Co., Ltd.
Outside Director, Mitsubishi Corporation
Outside Director, Tokio Marine Holdings, Inc.
—
—
Lawyer
Outside Corporate Auditor, Taiyo Kogyo Corporation
Outside Corporate Auditor, ARAYA INDUSTRIAL CO., LTD.
Chairperson, Japan Traffic Safety Association
Outside Corporate Auditor, TV Asahi Corporation
Outside
Director
Classification Name Responsibilities Important Concurrent Positions at Other Companies
Outside
Director
Outside
Corporate
Auditor
Outside
Corporate
Auditor
Outside
Corporate
Auditor
Kunio Ito
Makoto
Kato
Shinji
Hirayama
Yoichiro
Natsuzumi
Masuo
Okumura
Note: Sharp has designated all of the outside directors and outside corporate auditors as independent directors and independent corporate auditors as set forth by the finan-
cial instruments exchanges on which Sharp’s stock is listed.