Sarbanes Oxley Internal corporate governance control became an important issue in the wake of major accounting scandals in both the US and Europe. However, both initiatives either require or encourage listed companies to implement effective risk management and internal control frameworks and to report on their effectiveness to shareholders.
Corporate Governance Basic Views A mechanism of corporate governance that enables management to make prompt and sound management decisions under appropriate and effective supervision is indispensable for enabling the Nihon Unisys Group to continuously grow and increase its mid- and longterm corporate value, and the Company shall create, maintain, and ceaselessly improve this mechanism.
Based on this belief, the Company stipulates as part of its corporate philosophy, "Listen sincerely to our stakeholders to improve our corporate value" in order to create relationships of trust with all stakeholders, and it shall proceed with its business activities in accordance with this principle.
Corporate Governance Structure The Company has judged that an audit system that includes outside auditors is effective for supervising management, and thus has adopted the system of having a Board of Auditors.
In anticipation of these three factors, we have appointed four directors from outside institutions three of whom serve as independent outside directors. We think this makes the Company capable of more objective and broad-based decision Corporate governance and internal controls as well as more effective supervision of its business execution.
As of June 28, Board of Directors The Board of Directors is composed of nine directors, including three independent outside directors two of whom are female.
It meets every month as a general rule. The Board of Directors receives reports on and decides on key matters for the Company. The term of directorship is set at one year in order to establish a flexible management system capable of responding to changes in the management environment and to clarify the management responsibilities of directors.
In FY, the Board of Directors met 11 times, holding discussions on various issues related to management. This is why our number of outside directors has decreased.
However, our number of independent officers has increased by one, leaving us with a system capable of highly efficient management supervision. Two are full-time auditors.
They are assisted in accomplishing their duties by dedicated personnel assigned to the Office of the Auditors in order to enhance the effectiveness and smoothness of audit operations by auditors.
Business Execution Structure Executive Council The Executive Council consists of representative directors and directors who concurrently serve as corporate officers and has been established as a body to make efficient decisions regarding key matters relating to business execution.
Various Committees Various committees have been established in order to deliberate on specific management issues relating to business execution by the directors from practical perspectives. Corporate Officer System The Company has adopted a system of corporate officers in order to separate the supervision of management from its execution and to enable prompt business execution.
System for Approval via Circulation of Drafts for Deliberation In regard to matters that are important from a management perspective, we are building and operating systems that not only reflect the expert opinions of the relevant heads of corporate staff, but arrive at decisions via deliberation between head directors and members of decision-making bodies committees and executive councils.
At meetings of the Project Review Committee, the committee examines business risks of system services and long-term business activities as well as the suitability of measures against said risks and determines the advisability of project implementation.
In addition, for projects in operation, the committee conducts various reviews of project management on a regular basis in such ways as receiving third-party opinions on quality assurance. The committee also monitors the status of business risks and risk mitigation measures and conducts budget control and assessment of various project plans.
When necessary, the committee carries out revisions to project plans. Remuneration for directors consists of a fixed monthly salary, annual performance-based bonuses using net income attributable to owners of the parent as an indicator, and stock options for performance-based compensation system.
Non-executive directors, such as outside directors, are paid a fixed monthly salary only. In addition to these stock options, the Company provides directors with incentives to contribute to cultivating a sound corporate spirit.
At the same time, in order to clarify director responsibility in terms of business performance, the Company introduced performance-based bonuses in FY that use net income attributable to owners of the parent as an indicator. Remuneration for Auditors Auditors are compensated without linking pay to performance in order to ensure the effectiveness of auditing from an independent perspective.
Their fixed monthly remuneration is decided as a result of discussions among auditors.Corporate Governance, Risk Management and Internal Control Browse by Guidance and information for members in business, industry & government on corporate governance, enterprise risk management and internal controls for public, private and not-for-profit entities.
1 Woodside Petroleum Ltd | Corporate Governance Statement 1. Corporate Governance at Woodside Woodside is committed to a high level of corporate governance and fostering a culture that values ethical behaviour, integrity and.
This corporate governance statement should feature a description of any existing risk management systems and internal controls that are relevant to financial reporting. The statement also has to refer to the corporate governance code applied by the company and explain to what extent the company complies with that code.
Corporate Governance and Internal Control. With conscience and integrity, Nidec aims to earn society’s trust, and increase corporate value sustainably based on the motto, “high growth, high profit, and high share price.” Nidec’s corporate governance organization.
Internal control system. CII has developed a comprehensive body of corporate governance best practices on matters including executive compensation, CEO succession, shareowner .
Corporate Governance and Internal Control System The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly the Company works to strengthen such structures.