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, 2014, Mazda's Board of Directors is composed of nine members, two of whom are outside corporate directors with a high degree of independence.
For detailed information, please see the following.
- Asset Security Report (Japanese Only)
· Executive Officers' responsible field, biography, etc.
· Corporate governance, etc.
· Directors' compensation, etc.
- Business Report
· Total and maximum amounts of directors' compensation
· Board of directors' meetings held and the attendance of outside corporate directors
- Annual Report 2014
· Audit fee
- Company Outline
· Executive Officers' responsible field
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.The outside corporate directors have no business relationship or other interest in Mazda.
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.
Audit & Supervisory Board members (full time), the auditing company, and the Global Auditing Department hold the meetings below on a regular basis to exchange information mainly on issues related to internal controls.
- Meeting between Audit & Supervisory Board members (full time) and the auditing company
- Meeting between Audit & Supervisory Board members (full time) and the Global Auditing Department
- Three-party meeting between Audit & Supervisory Board members (full time), auditing company, and the Global Auditing Department
Mazda has established a group-wide auditing framework.
For Group companies in Japan, Mazda sets the Audit & Supervisory Board for "large companies" as defined by the Companies Act of Japan, and the corporate auditors for other companies. Through the Group Audit & Supervisory Board Members' Meetings attended by the audit & supervisory board members (full time) of the Group's large companies and appointed part-time corporate auditors from among the Mazda employees, Mazda aims to strengthen ties between Mazda and its group companies.
Major overseas Group companies have the Audit Committee to discuss matters relating to internal control. Executives and internal auditing-related departments of each overseas Group company, as well as Mazda's related departments and the Global Auditing Department, participate in each company's Audit Committee meetings and exchange opinions. Mazda's Executive Officers and full-time Audit & Supervisory Board members also attend the meetings at the Group companies in Europe, North America and Australia. In FY March 2015, Audit Committee is scheduled to be set at newly established companies in Mexico, Russia, and Malaysia.