JVCKENWOOD believes that one of its most important management issues is to increase the transparency and efficiency of its managerial decision-making process and improve corporate value by strengthening corporate governance. To this end, we make it a basic policy to enhance corporate governance through the establishment of a structure that includes checks and balances. That policy calls for dividing management and the execution of operations, recruiting external directors and auditors, and establishing internal audit sections, as well as improving the internal control system on a Group-wide basis.
The Board of Directors, which is regarded as an organization that makes fundamental and strategic decisions as well as overseeing business execution, holds regular meetings once a month and extraordinary meetings when necessary to deliberate and decide on basic management policies and important matters as well as monitor and oversee the status of business execution. Directors’ terms of office are one year in order to make their responsibilities clear and to make management processes quicker. In addition, we proactively recruit external directors in order to increase the transparency of decision-making.
JVCKENWOOD adopts an executive officer system under which business execution functions are divided and management responsibility and business execution responsibility are separated from each other. Since June 2010, nine directors (including two external directors) and ten executive officers (six concurrently holding director positions) have fulfilled these responsibilities.
JVCKENWOOD is a company with a board of auditors. Auditors attend Board of Directors’ meetings and other important meetings, hold Board of Auditors’ meetings, audit the execution of duties by Directors and the entire Group’s business execution, perform accounting audits and hold the corporate audit function.
The Board of Auditors holds meetings once every month and whenever necessary. Since June 2009, five auditors (including three external auditors) have been engaged in corporate audits.
JVCKENWOOD has established the following systems to ensure that the Group runs its operations properly.
- Framework to Ensure the Exercise of Directors’ Functions are Conducted in Conformity with Laws, Regulations and the Company’s Articles of Incorporation
- Framework for the Storage and Management of Information in Relation to the Exercise of Directors’ Functions
- Framework for Regulations and Such Concerning the Management of Risk of Loss
- Framework to Ensure the Efficient Exercise Directors’ Functions
- Framework to Ensure that Employees Execute Their Duties in Compliance with Laws/Regulations and the Company’s Articles of Incorporation
- Framework to Ensure the Propriety of Business Operations for the Corporate Group Consisting of JVCKENWOOD and Its Subsidiaries
- System Concerning Employees Who Assist Auditors’ Duties and Matters Regarding to the Independence of Such Employees from the Control of Directors
- Framework for the Reporting of Directors and Assistants to Auditors/Framework for Other Reporting to Auditors
- Framework to Ensure Effective Auditing of Auditors
- Framework to Ensure Propriety of Financial Reports
JVCKENWOOD conducts internal audits on the overall business execution of the entire Group. Results of these audits are reported to the Board of Directors, an oversight organization, by the Corporate Audit Office, where twelve staff members are engaged in operational audits and internal control audits. The Corporate Audit Office, tasked to audit the operations of the entire Group, prepares the Risk Assessment Form when formulating an audit schedule and selects auditing targets based on risk assessment, resulting in an increase in the effectiveness of internal audits.
Auditors implement audits according to the audit schedule, audit the entire Group’s operations, and check in-house approval documents based on the monitoring of directors and executive officers. Auditors also attend audits performed by the Corporate Audit Office, thereby broadening the scope of their audits.
