Sharp 2015 Annual Report Download - page 18

Corporate Governance
Basic Concept Concerning Corporate Governance
Sharp’s business philosophy contains a statement of
“Our future prosperity is directly linked to the prosperi-
ty of our customers, dealers 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
management that preserves transparency, objectivity
and soundness.
Based on this stance, Sharp appoints outside direc-
tors who have international, multi-faceted and com-
pliance 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 supervisory and decision-
making functions from the business execution func-
tions, and creating a structure that steadily facilitates
nimble, efficient business execution. In October 2015,
Sharp will introduce a company-system. With this in
mind, from June 2015 we transitioned to a system of
five business entities. By strengthening headquarters-
based governance and establishing autonomy for each
entity, our aim is to achieve management with disci-
pline and speed.
With respect to audit & supervisory board members
(“corporate auditors”) and the Audit & Supervisory
Board, Sharp appoints outside independent corpo-
rate auditors in order to reinforce the monitoring and
checking functions on the management and otherwise
strengthen the corporate governance system.
Sharp’s corporate governance system comprises the
Board of Directors, which supervises directors’ execu-
tion of duties, the Audit &Supervisory Board, which
audits the business executions of directors, and the
Executive Officer System, which divides the supervisory
and decision-making functions from the business ex-
ecution functions.
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 ( As o f June 25, 2015 )
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
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 Corpora-
tion are held on a monthly basis in principle to make
decisions on matters stipulated by law and manage-
ment-related matters of importance, and to supervise
the state of business execution. To improve manage-
ment agility and flexibility, and to clarify the respon-
sibilities 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 advisory
bodies to the Board of Directors, the Company has the
Internal Control Committee, the Special Committee,
the Compensation Committee, and the Nominating
Committee.
In addition to the Board of Directors, the Company
has the Executive Management Committee, where
matters of importance related to corporate manage-
ment and business operation are discussed and report-
ed once a month in principle. This committee facilitates
prompt executive decision making.
The Audit & Supervisory Board is composed of five
corporate auditors, three of whom are outside inde-
pendent corporate auditors. Each corporate auditor
Status of Corporate Governance System
16
Corporate Governance
Segment Outline
Medium-Term Management Plan
for Fiscal 2015 through 2017
Financial Section
Investor Information
Directors, Audit & Supervisory Board
Members and Executive Officers
Risk Factors
Contents
Corporate Social
Responsibility (CSR)
Message to our Shareholders
Fiscal 2014 Review by
Product Group
Financial Highlights
SHARP Annual Report 2015