Establishment of Various Advisory Bodies to Supplement Statutory Bodies
We have established statutory bodies and functions at Mazda such as the annual General Meeting of Shareholders, the Board of Directors and the Board of Corporate Auditors. We have also separated the executive and management functions through the introduction of the executive officer system. These measures are intended to enhance management efficiency by helping the Board of Directors to function more effectively as a supervisory body, expanding the agenda of the Board, and speeding up decision making by delegation of authority to executive officers. On June 30, 2007, this system is comprised of nine directors and 34 executive officers, some of whom hold concurrent posts as directors.
In addition, we have established an Executive Committee to discuss policies and measures of importance for all of the Company and to make reports when necessary to top management, as well as various other advisory bodies to assist in decision making by the president.
Auditing System
The Board of Corporate Auditors has five members, including three outside auditors. Each corporate auditor is responsible for auditing business execution by the directors in accordance with the Board of Corporate Auditors' annual audit plan. There are no business relationships or other conflicts of interest between Mazda and its outside corporate auditors.
Global Auditing Department contributes to sound and efficient management by checking the appropriateness of operations at Mazda and its affiliates with regard to management's targets, policies and plans and compliance with laws and regulations.
Auditing of accounts is carried out by an auditing corporation under contract with Mazda, with continuous participation restricted to less than seven years for all members. The corporate auditors, independently and collectively as the Board of Corporate Auditors, Global Auditing Department and the independent auditor cooperate through frequent meetings.
Management Advisory Committee
Mazda has established a Management Advisory Committee composed of leading figures from outside the Company and all Mazda directors. The committee meets four times a year.
Mazda receives managerial opinions and recommendations from these committee members, who offer their specialized knowledge and insight from a global perspective. Mazda reflects the committee's input in its management practices.
- Corporate Governance Organizational Structure
Strengthening Internal Controls Throughout the Group
Mazda has a long-established system of internal controls using measures such as a self-checking program in which individual employees refer to checklists, which is used by the parent Company and all its consolidated subsidiaries.
In FY2006, after the enactment of the Financial Products and Exchange Law in Japan, we began creating an internal control system based on global standards for financial reporting, and we are taking measures to ensure documentation of relevant operational processes and strengthen the self-check program.
In June 2007, we established within the CSR Promotion Department a special office for promotion of internal controls across the Group. Its goal is raising corporate value through achievement of four targets for internal controls: improvement of effectiveness and efficiency of day-to-day operations; consolidating trust in our financial reporting; observance of laws and regulations governing our business activities; and protection of assets.
