Annual Report 2012 [PDF:5300KB] - FUNAI Global

15
Corporate Governance
Corporate Governance
Policies and Organization
The Funai Electric Group’s basic
philosophy on corporate governance is to
continuously increase the value of the
corporation by being transparent to all
stakeholders, both internal and external,
ranging from shareholders and
consumers, vendors, local communities
and employees; ensuring the soundness
and efficiency of management and
responding to changing operating
environments through quick
decision-making capabilities.
Based on this philosophy, the Group
adopted an executive officer system in
2002, and subsequently transitioned into a
“Company with Committees” system in
June 2005, with both moves aimed at
separating the management and execution
functions of its operations. However, with
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renominate
Board of Directors
President and
Representative Director
Decision on appropriateness
of accounting audits
Audit Committee Account Auditor
Accounting audit
reporting
Coordination
Annual Report 2012
Audit
the aim of nurturing internal management
for the future of the Company and to
strengthen the management structure, a
resolution to change the organizational
structure of the Group to a “Company with
a Board of Corporate Auditors” was passed
at the Annual General Shareholders’
Meeting on June 22, 2010.
We formulated the Funai Group Code
of Conduct, which regulates the conduct of
all members of the Funai Group. In March
2012, we established the Funai Group
Procurement Policy, which is based upon
the Code of Conduct, so as to strengthen
our corporate social responsibility (CSR)
structure. We have also formulated
compliance rules as part of an active
campaign for more thorough compliance.
Board of Directors
The Funai Electric Group Board of Directors
consists of nine directors, of whom two are
Ordinary General Meeting of Shareholders
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Director
Coordination
Deliberations/
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Director Responsible for Business/Executive Director
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Commands/Orders
Audit Office Respective business divisions/subsidiaries
Internal audit
highly independent outside directors.
Internal directors are well-versed in Group
business matters, enabling rapid
decision-making. At the same time,
soundness and transparency of operations
is ensured through the independence of the
outside directors.
As a general rule, scheduled Board of
Directors meetings are held once every
three months. When necessary,
nonscheduled meetings are also held.
Additionally, to ensure that this system
remains flexible and clarifies the
responsibilities of the Board of Directors,
the director’s term of office is one year.
Board of Corporate Auditors
The Board of Corporate Auditors consists of
three corporate auditors, of whom two are
highly independent outside auditors. No special
financial relationship exists between these
outside auditors and the Funai
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Account audit
Nomination Committee
Compensation Committee
Internal Investment and
Loan Committee
Coordination