Management Systems that Ensure Trustworthy Corporate Governance Social & Environmental Report 2005 Corporate Governance Corporate Ethics and Compliance Risk Management Economic Susta<strong>in</strong>ability Report Social & Environmental Report 2005
Corporate Governance Management systems that ensure trustworthy corporate governance At <strong>Mazda</strong>, we are aim<strong>in</strong>g for improved transparency <strong>in</strong> management and swift decision-mak<strong>in</strong>g, and as such we are implement<strong>in</strong>g a wide range of measures that promote excellence <strong>in</strong> corporate governance. High level of transparency for efficient management structures <strong>Mazda</strong> is governed by its shareholders' meet<strong>in</strong>g, its board of directors, its auditors and other legal agencies, and implements the necessary management conferences to establish important company-wide policies and strategies, and issue reports necessary for management. In addition, we utilize a variety of advisors to feed <strong>in</strong>to the president's decisionmak<strong>in</strong>g. We have a system of executive directorship, and have separated the management and executive level decision-mak<strong>in</strong>g processes, which allows the improved efficiency of our board of directors <strong>in</strong> their role as an audit<strong>in</strong>g body, while speed<strong>in</strong>g up the decision-mak<strong>in</strong>g process, by improv<strong>in</strong>g judgment calls among the board, and giv<strong>in</strong>g authority to the executive level members. This gives an <strong>in</strong>creased level of excellence to our Management management efficiency. Advisory Committee <strong>Mazda</strong> holds meet<strong>in</strong>gs of its Management Advisory Committee, compris<strong>in</strong>g external persons of <strong>in</strong>fluence and the members of the board of directors, four times per year. The high standard of specialist knowledge and awareness of each of the Committee members ensures a global viewpo<strong>in</strong>t that allows op<strong>in</strong>ions to be gathered from across a wide range, which are reflected <strong>in</strong> <strong>Mazda</strong>'s management and contribute to <strong>in</strong>creased transparency. The executive / audit<strong>in</strong>g structure Audit<strong>in</strong>g system <strong>Mazda</strong>'s board of auditors is comprised of five auditors, <strong>in</strong>clud<strong>in</strong>g three external auditors, and each auditor is given an <strong>in</strong>dividual role of monitor<strong>in</strong>g a particular section of the annual plans, and the decisions made by each of the directors dur<strong>in</strong>g that period. The <strong>in</strong>ternal audit<strong>in</strong>g is carried out by the Audit<strong>in</strong>g Division, which aims to contribute to healthy management and efficiency through monitor<strong>in</strong>g the compatibility of the company, and our affiliates, with our bus<strong>in</strong>ess objectives, policies and plans, as well as compliance with various regulations and laws. Accounts audit<strong>in</strong>g is carried out with a contracted auditor company. Our auditors, as well as the Audit<strong>in</strong>g Board, the Audit<strong>in</strong>g Division and the audit<strong>in</strong>g company, meet regularly to ensure consistency. General Meet<strong>in</strong>g of Shareholders Select Select Board of Corporate Auditors Audit Board of Directors Direction Consultation Management Advisory Committee Audit Representative Director Consultation Executive Commitee Meet<strong>in</strong>g Other advisory bodies Executive Officers Division General Managers etc. Glossary: 1 In<strong>format</strong>ion about directors Of the n<strong>in</strong>e <strong>Mazda</strong> directors, five were promoted from <strong>in</strong>side the company, and four were employed from other firms. Eight of the n<strong>in</strong>e are also executive officers, and one is the chairman and representative director. Social & Environmental Report 2005