|
|
 |
Brother Group's CSR
Corporate Governance
BIL Corporate Governance
Statutory auditor system and executive officer system
As the basis of our corporate governance, BIL adopts a system of statutory auditors whereby auditors audit the executive operations of the Board of Directors.
Meanwhile, BIL introduces an executive officer system as an internal organization, whereby executive operations and supervision are separated in an effort to ensure swift decision-making and strengthen governance. Executive officers are elected by the Board of Directors, and oversee the operations of departments, in-house companies, and group subsidiaries under their supervision.
Board of Directors
The Board of Directors consists of six directors (including three outside directors). They have monthly general meetings and extraordinary meetings whenever necessary, where they decide important management matters and oversee executive operations. Moreover, some directors devise strategies and provide guidance within their supervised departments of operations, via strategy meetings.
Board of Auditors
The Board of Auditors consists of four statutory auditors (including five outside auditors). In accordance with auditing standards determined by the Board of Auditors, they attend important meetings such as meetings of the Board of Directors, to state their opinions. Via an auditing staff of four persons, they examine the business and financial situations of the company and audit the executive operations of officers.
Strategy Meetings
Strategy Meetings are organized primarily by executive officers with special titles, and serve for devising management strategies and discussing executive operations including important matters related to group operations.
Risk Management System
To improve a risk management system for the Brother Group, the Risk Management Committee headed by the Representative Director & President, was formed as an independent executive management organization within BIL, whereby crucial risks of the whole Brother Group are identified and assessed, and proper actions for those risks are instructed, and the committee promotes to upgrade internal controls and risk management structures.
The Risk Management Committee manages the following risk subcommittees to control critical risks of the group in a comprehensive and systematic fashion, overseeing activities of the subcommittees to respond to the respective risks. When the potential impact of a risk is assessed at the highest level, the Risk Management Committee switches into emergency response mode and gives priority to dealing with the situation.
Compliance Committee
The Compliance Committee makes the workforce aware of the importance of complying with laws and business ethics through education programs and activities, and is preventing violations and reoccurrences via a compliance counseling and reporting counter that they are operating.
Committee of Security Trade Control
The Committee of Security Trade Control ensures proper management of export transactions and technological offerings based on laws and regulations on export trade control. The Committee of Security Trade Control is also working to maintain and improve the management level of the entire Brother Group by staging meetings to discuss important matters every time laws are amended, implementing internal audits every half year, and offering guidance and education to group companies.
Product Liability Committee
The Product Liability Committee works to ensure the production of safe products and takes swift appropriate action in the event of product-related accidents. Also, whenever necessary, they call meetings to make product safety measures better known.
Information Management Committee
To cope with risks associated with information leaks, the Information Management Committee determines a suitable policy for managing information on customers and other aspects of the business retained by the company, and deploys it into the group.
Safety, Health, and Disaster Prevention Committee
The Safety, Health, and Disaster Prevention Committee discusses annual plans, devises and implements measures, and conducts awareness activities for the purpose of ensuring employee safety and health, preventing disasters, and minimizing the damage from such disasters.
Environmental Committee
The Environmental Committee discusses and determines measures for environmental issues that must be dealt with by the whole Brother Group.
Risk Management
To identify and appropriately manage a diversity of risks
To identify and appropriately manage a diversity of risks associated with business activities, the Brother Group Risk Management Regulations were adopted, and a Risk Management Committee was formed. Each department, region and group company places a risk manager responsible for ranking potential risks on 5 levels by imaginable impact and frequency of occurrence. These are visualized as a Risk Map to sort out the potential major risks that could seriously impact business and examine measures against these risks. These activities based on PDCA cycles are designed to enhance risk awareness and increase our capacity to deal with risks.
In FY2010, the Risk Management Committee met twice to review major risks, and reported the status of subcommittee activities to the Board of Directors. The committee will continuously address the improvement of the risk management system.
|
|
