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 Audit & Supervisory Board, the Company 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, 2013, Mazda's Board of Directors is composed of 10 members, two of whom are outside corporate directors with a high degree of independence.
- For the detail of corporate officers, please see "Corporate Report(p.14-17)".
At the shareholders' meeting held on June 24, 2011, Mazda appointed two outside corporate directors, inaugurating the 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 advice on Mazda's management activities based on their knowledge, experience, and insights, and by taking part in the decision-making process.
Mazda's Audit & Supervisory Board has five members, including three outside audit & supervisory board members who have no business relationship or other interests with Mazda, and audits the directors in the performance of their duties as per an annual audit plan formulated by the Audit & Supervisory Board . Aside from statutory attendance at the Board of Directors meetings, the audit & supervisory board members also attend management meetings, etc. KPMG AZSA LLC is retained under contract as Mazda's independent auditor
- A "Three-Way Audit Meeting" of the audit & supervisory board members(full-time), 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 audit & supervisory board members(full-time) 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 (the original Sarbanes-Oxley Act is a U.S. federal law)
Regular Audit Committee meetings are held two or more times per year between Head Office's top management, including directors, and the president of each major overseas site in Europe, North America, Australia, etc., where auditing results by the external auditor and the internal audit related departments are reported and the major managerial risks of each company are discussed.
Starting in FY March 2013, similar committees have been established between Group companies in Asia, Russia, etc. and relative departments as well as the Global Auditing Department of the Mazda Head Office.
Mazda assigns members of the Global Auditing Department as part-time corporate auditors of domestic Mazda Group companies in order to supervise Group company activities from an objective and professional standpoint.