Enhancing corporate governance and strengthening internal control systems are two of the most important management issues at Mazda, and the Company is actively taking a wide range of measures in this regard.
Mazda has statutory bodies and functions, such as the annual General Meeting of Shareholders, the Board of Directors and the Board of Corporate Auditors. Mazda has also separated the execution 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 function more effectively as a supervisory body, enhancing the effectiveness of the Board's deliberations and speeding up decision making by delegation of authority to executive officers. As of the end of June 2009, this system comprises nine directors and 33 executive officers, some of whom hold concurrent posts as directors.
In addition, Mazda has established the executive Committee to discuss policies and measures of importance for all of the Company and to make reports necessary for business management, as well as various other advisory bodies tasked with assisting the president in decision making.
The Board of Corporate Auditors has five members, including three external corporate 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 external corporate auditors.
The Global Auditing Department contributes to sound and efficient management by checking management's targets, policies and plans, as well as compliance with laws and regulations.
Auditing of accounts is carried out by an auditing corporation under contract with Mazda.
The corporate auditors or Board of Corporate Auditors, Global Auditing Department and independent auditors meet periodically to cooperate in auditing.
Four times a year, Mazda convenes the Management Advisory Committee, consisting of leading figures outside the Company and all Mazda directors. The outside members are a group carefully selected for their outstanding professional expertise and fresh perspectives in a diverse range of fields. The global perspective and wide range of opinions the Company gleans from these committee meetings serve to ensure sound and transparent practices in Mazda's management.
