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