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, 2015, Mazda’s Board of Directors is composed of eight members, two of whom are outside corporate directors with a high degree of independence. A quorum for a Board of Directors meeting is a majority of the Board members. The average attendance rate of the Board members was over 90% in FY March 2015.
Corporate Governance Framework
* Company-wide Safety and Health Committee Meeting, Quality Committee Meeting, Risk Compliance Committee, Human Rights Committee, Security and Export Control Committee, etc.
For detailed information, please see the following.
Inauguration of an Outside Corporate Director System
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 supervise 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
Cooperation among Parties Responsible for Auditing
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 Mazda’s auditing department
- ■ Three-party meeting among Audit & Supervisory Board members (full time), the auditing company, and the Mazda’s auditing department
Auditing for Group Companies’ Management
In the Mazda Group, each Group company has established a corporate governance framework with the aim of enhancing cooperation between Mazda and the Group companies.
Group companies in Japan set the corporate auditors. 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*1 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 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 was set up at newly established companies in Mexico and Malaysia. In FY March 2016, Audit Committee is scheduled to be set up sequentially in newly established companies in South Africa.
*1 Committees are set and operated independently for each overseas group company for the purpose of gathering information and exchanging opinions on internal control (Overseas Group companies are not deemed as Companies with Committees under the Japanese Companies Act).
Internal audits are conducted in Mazda and its Group companies in Japan and overseas, for the purpose of ensuring sound and efficient management.
The Mazda’s auditing department is staffed with those qualified as Certified Internal Auditor (CIA), Certified Information System Auditor (CISA), etc. Members of the department are continuously encouraged to improve their auditing skills, acquire specialized qualifications, and participate in outside training programs and internal workshops.
Internal auditing in Group companies
- ■ Major Group companies (North America, Europe, China, Thailand, Australia, etc.): The internal auditing department of each company conducts audits and reports the results to Mazda. To ensure high auditing quality, Mazda’s auditing department conducts audits advises on annual audit plans and audit results, and provides information related to auditing, and various other support.
- ■ Other Group companies in Japan and overseas, and Mazda: Mazda’s auditing department conducts audits.
IT System Auditing
The Mazda’s auditing department and the internal auditing departments of overseas Group companies conduct audits on overall IT control concerning financial reports and IT security for individual operations and systems, with the aim of reducing IT-related risks.
I am in charge of auditing operations of overseas group companies and managing their Audit Committee. Based on an understanding of the business environment and customs that vary among countries/regions, I am committed to providing valuable suggestions for each company in developing appropriate internal control systems and efficient operation.
When I visited the new distributor in South Africa, which started operations in October 2014, I recognized the necessity to share the common understandings for the importance of internal control with the local management and each responsible staff member, and to provide continuous support for their development of internal control framework.
I will continue to improve my skills as an auditor, such as the ability to make decisions from a global viewpoint.
Global Auditing Department