Corporate Governance
Mazda respects the intent of the Corporate Governance Code set by the Tokyo Stock Exchange and, while working to build a good relationship with its stakeholders, including shareholders, customers, suppliers, the local community, and its employees, the Company shall strive to sustain growth and enhance its corporate value over the medium and long terms through transparent, fair, prompt, and decisive decision-making and to continue to enhance its corporate governance.
The corporate governance structure on this page is the structure after the General Meeting of Shareholders held on June 24, 2022.
Corporate Governance Framework
Overview of Corporate Governance System
The Company’s surrounding business environment is undergoing rapid changes. To enable faster business decision-making, further enhance discussion of management strategies and strengthen supervisory functions of board of directors meetings, the Company transitioned to a company with an audit and supervisory committee.
In addition to bodies designated by law such as the General Meeting of Shareholders, board of directors, and the Audit & Supervisory Committee, the Company holds executive committee meetings to convey information necessary for debate on important company-wide policies and initiatives and business management, as well as advisory bodies that contribute to decision-making by the board of directors or the president.
Board of Directors
The Company’s board of directors deliberates and makes decisions on items related to the execution of important business, such as management strategy and basic management policies, and supervises the execution of individual directors’ duties. In addition, facilitate quick and flexible decision-making, based on the Articles of Incorporation a substantial part of decision-making regarding the execution of important business will be delegated to management, and executive directors including and below the president to whom authority has been delegated based on the Company’s rules of administrative authority will make decisions regarding these matters. The board is made up of 16 directors, six of whom are highly independent outside directors. The board of directors generally meets once per month.
Audit & Supervisory Committee
The Company’s Audit & Supervisory Committee audits the board of directors’ decision-making process and business execution through the execution of voting rights at board of directors meetings and the execution of its right to state opinions on the personnel changes and remuneration of directors (excluding directors who are Audit & Supervisory Committee Members) at the General Meeting of Shareholders. The Audit & Supervisory Committee is made up of six members, four of whom are highly independent outside directors. To ensure the smooth operation of the Audit & Supervisory Committee’s audits, two of its members are fulltime.
Executive Officer System
The Company has also introduced an executive officer system. By separating execution and management, the effectiveness of the oversight of the board of directors is enhanced, and decision-making is speeded up through expanded debate by the board of directors and by delegating authority to executive officers. In this way, the Company is working to further managerial efficiency.
Officer Lineup & Remuneration Advisory Committee
The Company established the Officer Lineup & Remuneration Advisory Committee, made up of two representative directors and six outside directors and chaired by a representative director, as an advisory body to the board of directors. The committee reports to the board of directors the results of its deliberation on matters such as officer lineup and policies regarding the selection and training of directors, as well as remuneration payment policies and the remuneration system and process based on those policies, which contribute to the Company’s sustainable growth and raising of corporate value in the medium and long term.
Executive Committee Meetings, etc.
The Company established executive committee meetings to report information necessary for debate on important company-wide policies and initiatives, and advisory bodies to contribute to decisions by the president.
Internal Audits
The Global Audit Department (26 full-time staff) conducts audit functioning as the Company’s internal Audit Department in an effort to contribute to sound and efficient management, and it audits the appropriateness of the business activities of the Company and its affiliated companies with regard to managerial targets, policies and plans as well as laws and regulations. It also audits the appropriateness and effectiveness of internal control.
Accounting Audits
Accounting audits are conducted by KPMG Azsa LLC, with whom the Company has concluded an audit contract. The certified public accounts who conducted the Company’s accounting audits are Satoshi Yokosawa, Atsushi Nagata and Takuya Morishima who are employed by KPMG Azsa. Those assisting with the Company’s accounting audits include 14 certified public accountants, two public accountants with U.S. certification, and 29 others, seven of whom have passed the certified public account examination.
Organizational Affiliation
| Board of Directors (Including members of Audit & Supervisory Committee) |
Number | 16 (Inside Directors: 10, Outside Directors: 6), including 2 female directors |
| Ratio of Outside Directors | 37.5% | |
| Ratio of Female Directors | 12.5% | |
| Audit & Supervisory Committee | Number | 6 (Inside Directors: 2, Outside Directors: 4), including 1 female director |
| Officer Lineup & Remuneration Advisory Committee | Number | 8 (Inside Directors: 2, Outside Directors: 6), including 2 female directors |
| Ratio of Outside Directors | 75.0% |
Skills Matrix of the Board of Directors
When nominating and appointing candidates for director or executive officers under the basic premise that they are healthy both physically and mentally, the Company will consider their professional and personal achievements, whether they have an appropriate attitude in regard to fulfilling the mandate of shareholders, customers and other stakeholders, high ethical standards, leadership qualities, the ability to take action, and the experience and ability to carry out their duties. In addition, as the business environment surrounding the Company rapidly changes, Mazda believes that the Board of Directors must have an appropriate balanced in knowledge, experience and competence and also be diverse in composition to exectively fulfill their roles and responsibilities for the sustainable growth and improvement in corporate value over the medium and long term.
|
*This table can be viewed by scrolling.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
*1 ●in the “Organizational affiliation” column shows the person's status as chairperson.
*2 The “Fields of experience and expertise” column only shows each person's major fields of experience and expertise, instead of providing complete information.
Reasons for Appointment of Outside Directors
[Outside Directors] These directors are anticipated to enhance the supervisory functions of the Board of Directors through their efforts, in addition to leveraging the following experience and insight in the management of the Company.
| Name and Attendance* | Reasons for Appointment |
|
Kiyoshi Sato |
Mr. Sato has rich expertise in the areas of sales and marketing at an electronics manufacturer. He has served in senior roles, such as representative director, president and CEO, and director and vice chairman of the board, and has rich experience and insight in corporate management. We expect his advice and recommendations from an international perspective and his broad management viewpoint in particular. |
| Michiko Ogawa Meetings of the Board of Directors: 15/15 |
Ms. Ogawa has detailed knowledge as an audio technology researcher at an electronics manufacturer. As an officer in charge of premium audio equipment, she engaged in brand reestablishment efforts and possesses rich experience and insight into corporate management. We expect her advice and recommendations from a brand marketing perspective and her professional viewpoint as an engineer in particular. |
[Outside Directors (Audit & Supervisory Committee Members)] These directors are anticipated to strengthen the audit and supervisory functions of the Company's management through their efforts by leveraging the following experience and insight.
| Name and Attendance* | Reasons for Appointment |
| Ichiro Sakai Meetings of - the Board of Directors: 15/15 - the Audit & Supervisory Committee: 16/16 |
Mr. Sakai served as a prosecutor and attorney for many years, and has extensive experience in and knowledge of the legal profession. We expect his advice and recommendations from the viewpoint of compliance and from his expert standpoint as a legal professional in particular. |
| Akira Kitamura Meetings of - the Board of Directors: 15/15 - the Audit & Supervisory Committee: 16/16 |
Mr. Kitamura has held key posts at a financial institution, including representative director & senior managing executive officer as well as chairman of the board and chief executive officer (representative director). He has great knowledge of finance and accounting and rich experience in and knowledge of corporate management. We expect his advice and recommendations from the broad viewpoint of corporate management and from his expert understanding of finance and accounting in particular. |
| Hiroko Shibasaki Meetings of - the Board of Directors: 15/15 - the Audit & Supervisory Committee: 16/16 |
Ms. Shibasaki has many years of experience in the field of sales at a damage insurance company. In roles such as managing executive officer, she oversaw sales in Kyushu and Okinawa and gained rich experience and insight into corporate management. We expect her advice and recommendations from the standpoint of customer satisfaction and from her expert knowledge of sales in particular. |
| Masato Sugimori Meetings of - the Board of Directors: 12/12 - the Audit & Supervisory Committee: 12/12 |
Mr. Sugimoto has worked in administration for many years at a trading company and has considerable knowledge of risk management, finance, and accounting. He has also served as a senior managing executive officer with experience in and insight into corporate management. We expect his advice and recommendations from the broad viewpoint of risk management and from his expert understanding of finance and accounting in particular. |
*Attendance record is for the fiscal year ended March 31, 2022. The attendance record of Mr. Masato Sugimori covers the period after he assumed his post as Director, Audit & Supervisory Committee Member on June 24, 2021.
Criteria for determining the independence of outside officers
Outside directors are deemed to be independent if they fulfill the requirements outlined below.
- The person is not an executive or former employee of the Company's group (*1) and no close family member (*2) is currently an executive of the Company's group or has been an executive of the Company's group within the past three years.
- The person is not now nor has been within the last three years any of the following:
- (i) An executive at a major shareholder (*3) of the Company
- (ii) An executive at a company for whom the Company is a major business partner (*4) or a major business partner of the Company (*5)
- (iii) A person affiliated with the auditing firm that serves as the Company's accounting auditor
- (iv) A lawyer, certified public accountant, tax accountant or other consultant who receives a large sum of money from the Company for something other than director remuneration (*6) (if the person receiving the money is a corporation or other organization, a person affiliated with the organization)
- (v) A director, Audit & Supervisory Board Member or executive officer at a company with a director from the Company
- (vi) An executive of an organization receiving large donations or aid from the Company (*7)
- None of 2.(i) through (vi) above (important posts only) apply to any close family member of the person
- *1 The Company or its subsidiaries
- *2 Spouse or a family member within the second degree of kinship
- *3 A shareholder holding 10 percent or more of the Company's voting rights at the end of the fiscal year
- *4 A business partner to whom 2 percent or more of consolidated net sales in recent fiscal years has been paid by the Company
- *5 A business partner by whom 2 percent or more of the Company's consolidated net sales in recent fiscal years have been paid or a financial institution that has provided loans for 2 percent or more of the Company's consolidated assets
- *6 Money other than officer remuneration received from the Company or property benefits that exceed 10 million yen a year
- *7 An organization that received donations or aid exceeding 10 million yen per year