Sharp 2014 Annual Report Download - page 26

Basic Concept Concerning Corporate Governance
Sharp’s business philosophy contains a statement of “Our future
prosperity is directly linked to the prosperity of our customers, deal-
ers and shareholders...indeed, the entire Sharp family.” Under this
philosophy, Sharp’s basic concept concerning corporate governance
is to maximize corporate value through swift and accurate manage-
ment that preserves transparency, objectivity and soundness.
Based on this stance, Sharp appoints outside directors who have
international, multi-faceted and compliance perspectives on wide-
ranging issues, such as the social and economic environment, and
the future direction of Sharp. In doing so, we strive to strengthen
the decision-making functions within the Board of Directors and
the functions for supervising directors’ execution of duties. We also
have the Executive Officer System, thereby dividing the supervi-
sory and decision-making functions from the business execution
functions, and creating a structure that steadily facilitates nimble,
efficient business execution. In addition, we have introduced the
Business Group system, which corresponds to the specific charac-
teristics of our businesses. Under the system, we are making re-
forms aimed at creating a one-stop management structure that
handles development, production and sales.
With respect to audit & supervisory board members (“corporate au-
ditors”) and the Audit & Supervisory Board, Sharp appoints outside in-
dependent corporate auditors in order to reinforce the monitoring and
checking functions on the management and otherwise strengthen the
corporate governance system.
Status of Corporate Governance System
Sharp’s corporate governance system comprises the Board of Direc-
tors, which supervises directors’ execution of duties, the Audit &
Supervisory Board, which audits the business executions of direc-
tors, and the Executive Officer System, which divides the supervisory
and decision-making functions from the business execution func-
tions. By also appointing outside directors and setting up various
committees to supplement the supervisory functions of the Board
of Directors, Sharp believes that its corporate governance system is
adequate in terms of transparency, objectivity and soundness.
The Board of Directors Meetings of Sharp Corporation are
held on a monthly basis in principle to make decisions on mat-
ters stipulated by law and management-related matters of impor-
management agility and exibility, and to clarify the responsibilities
Corporate Governance
Business execution
Representative directors/
managing directors
(Executive officers)
Audit & Supervisory Board
Staff Office
Supervisory/decision-making functions
Business execution functions
Audit functions
Corporate Governance System
( A s o f June 27, 2014)
Election/dismissal Election/dismissal Election/dismissal
Supplement supervisory
functions
Supervision/
decision making
Supervision
Supplement business
execution functions
Business
execution
and
checks Discussion/report
Report Operational
audit
Operational
audit
Accounting
audit
Appointment/
removal
(Election/
dismissal)
Resolution/
report
Report
Monitoring
Coordination Coordination
Coordination
Coordination
Report
Report
Audit
Audit
Report
Deliberation on key policies, etc.
Report Accounting auditors
Internal Audit Unit
Directors
Board of Directors Meeting
Board members
Audit & Supervisory
Board
Internal Control Committee
Special Committee
Compensation Committee
Consultative Committee
Nominating Committee
Executive Management
Committee
Executive officers, etc.
Shareholders’ Meeting
24 SHARP CORPORATION
Corporate Governance