Brother Group's CSR
The Fundamental Ideas of Brother's Corporate Governance
Develop long-Term Trustful Relationships Using the Brother Group Global Charter as the Basis of All of Our Activities
General Meeting of Shareholders
Brother Industries, Ltd. (BIL) has established the Brother Group Global Charter as the basis of all of the Brother Group's activities conducted worldwide, and sets enhancement of its corporate value over the long term by optimizing management resources and creating customer value, development of long-term trustful relationships with its shareholders by enhancing corporate transparency through active provision of corporate information to shareholders, and so forth, as the fundamental ideas of BIL's corporate governance.
BIL Governance Structure (As of April 1, 2016)
BIL Corporate Governance
Statutory Auditor System and Executive Officer System
BIL's Board of Directors consists of 11 directors (including five outside directors). They decide important management matters and oversee executive operations. BIL also adopts a board of auditors system (five auditors, including three outside auditors) as the basis of its corporate governance, and has an entrenched mechanism in which auditors audit directors' job executions. It is a structure of oversight by multiple independent outside directors who possess a variety of knowledge and experience to strengthen management oversight. This has been adopted as a function for objective and neutral oversight of management by outside individuals, in addition to the oversight of management by auditors.
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 businesses, respective departments, and group subsidiaries under their supervision.
Establishment of the Nomination Committee and Compensation Committee
In order to enhance independence and objectivity of the board of directors meeting's functionality concerning appointment and compensation of directors and executive officers, BIL has established the Nomination Committee and Compensation Committee as arbitrary advisory committees of the board of directors meeting. The respective committees consist of six directors, and of these, five are outside directors.
The Nomination Committee creates the standard for appointment of directors and executive officers, selects candidates, and develops a CEO succession plan, and so forth, and reports them to the board of directors.
The Compensation Committee creates policies and a system of compensation for directors and executive officers, reviews the compensation standard and remuneration amount of respective individuals, and reports on them to the board of directors.
Risk Management System
To improve the 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 formulated. The committee promotes the upgrading of 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.
The Compliance Committee makes the workforce aware of the importance of complying with laws and business ethics and prevents violations and recurrences through education programs and activities.
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. The Committee of Security Trade Control is also working to maintain and improve the management level by staging meetings to discuss important matters every time laws are amended, implementing internal audits, and offering guidance and education to group companies.
Product Liability Committee
The Product Liability Committee is held periodically to ensure product safety in every stage including R&D, design and production, sale and use, repair and service, and disposal with coordinated efforts.
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 deploy it throughout 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.
The Environmental Committee is chaired by the environmental officer and includes executive officers and above who are in charge of development, technology, production, and general affairs fields. The committee regularly discusses and determines measures for environmental issues that must be dealt with by the whole Brother Group.
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 diverse risks on 5 levels by imaginable impact and frequency of occurrence. Potential major risks are identified that could seriously impact business and measures against these risks are determined. These activities based on PDCA cycles are designed to enhance risk awareness and increase our capacity to deal with risks.
In FY2015, 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.