Mazda is enhancing its corporate governance and strengthening its internal controls with the aim of increasing management transparency and expediting decision making.
Mazda views the enhancement of corporate governance as one of its most important management issues, and along with statutory bodies including the General Meeting of Shareholders, Board of Directors, and Board of Corporate Auditors, Mazda has introduced an executive officer system to separate execution and management functions.
This is intended to expedite decision making by increasing the effectiveness of the Board of Directors as a supervisory body, by enhancing the deliberations of the Board of Directors, and by delegating authority to executive officers.
As of June 30, 2011, Mazda's Board of Directors is composed of 11 members, two of whom are outside corporate directors with a high degree of independence.
At the shareholders' meeting held on June 24, 2011, Mazda appointed two outside corporate directors, inaugurating an outside corporate director system with the objective of further increasing management soundness and transparency. The outside corporate directors are expected to help strengthen the auditing functions of the Board of Directors and further boost the transparency of management by offering management advice based on their knowledge, experience, and insights, and by taking part in the decision-making process.
Mazda's Board of Corporate Auditors has five members, including three external corporate auditors who have no business relationships or other interests with Mazda, and audits the directors in the performance of their duties as per an annual audit plan formulated by the Board of Corporate Auditors. KPMG AZSA LLC is retained under contract as Mazda's independent auditor.
- A "Three-Way Audit Meeting" of the full-time corporate auditors, the auditing company, and the Global Auditing Department is held four times every year, primarily to discuss the status of progress with regard to auditing under the Japanese Sarbanes-Oxley Act (J-SOX)*1 and issues related to the auditing of business operations and accounting.
- Regular meetings of the full-time corporate auditors and the Global Auditing Department are held monthly to exchange opinions in further detail regarding issues identified in audits.
- *1The Japanese version of the Sarbanes-Oxley Act (original Sarbanes-Oxley Act is a US federal law)
