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Concept
The Sojitz Group regards continual strengthening of corporate governance to raise the corporate value of the Sojitz Group as an important management task. The Group therefore works to clarify managerial responsibility and accountability with respect to shareholders and other stakeholders, and establish a highly transparent management structure. It conducts a variety of initiatives based on these general objectives.
Structure
Sojitz Corporation has adopted the corporate auditor governance model.
Board of Directors
The Board of Directors comprises seven members (including two outside directors). It discusses and resolves management policies and high-priority issues facing the Group, as the Company's foremost decision-making body.
Board of Corporate Auditors
The Company's Board of Corporate Auditors comprises five members (three amonst being the outside auditors). Independent from the Board of Directors, the corporate auditors audit the business performance of directors.
Independent Auditors
Sojitz Corporation has appointed the independent auditing firm KPMG AZSA & Co. in accordance with the Company Law and the Securities and Exchange Law. Debriefings are held approximately 10 times per year and provide a venue for discussions between the independent auditors and corporate auditors and for the independent auditors to explain their auditing plans, report on interim and term-end audit findings, and present matters considered when auditing internal controls.
Internal Audits
Internal audits are led by the Audit Dept. Based on auditing plans approved by the Board of Directors at the beginning of each term, the Audit Dept. conducts audits to assess priority matters, such as compliance, financial reporting, and risk management, at the business and finance divisions of the Company and its consolidated subsidiaries, and overseas affiliates.
In addition, the Audit Dept. presents its annual audit plan to the corporate auditors and reports audit findings to the Board of Corporate Auditors twice each term.
Standing corporate auditors attend audit reviews held by the Audit Dept,, provide their opinions on the findings of audits conducted by the Audit Department, and otherwise discuss auditing matters with the Audit Dept. on a daily basis.
Consultative Body
The Company formed the Nomination Committee and Remuneration Committee, chaired by outside directors, as a consultative body to the Board of Directors, to ensure appropriate and transparent selection and compensation of directors.
Executive Officers
The Company has adopted an executive officer system to clarify authorities and responsibilities and to expedite decision- making and business execution, by separating management decision-making from business execution.
Internal Committees
The Company has established various internal committees to address managerial issues that affect the entire organization.
- Internal Control Committee
- Compliance Committee
- CSR Committee
Term of Office
The term of office of the Company directors and Executive Officers is one year, to ensure a speedy, precise response to rapid changes in the business climate and to clarify management responsibilities.
Governance Structure
Enlarged flow chart [PDF: 23KB]
Improving the Internal Control System
Sojitz Group has continued to improve its internal control system, based on policies aimed at maintaining proper operations.
Status of Improvements
The Sojitz Group has worked to improve its internal control system through such initiatives as reviewing and reinforcing its legal compliance system, an effort led by the Compliance Dept.( Legal Dept. as of 2008 Oct.), and inspecting and enhancing risk management methods, which is led by the Risk Management Planning Office( Risk Management Dept. as of 2008 Oct.). In November 2005, the Company established the Internal Control Committee (chaired by the president), to set internal control policies and monitor related progress.
The committee spearheads efforts to further develop the Sojitz Group internal control system and is making preparations to comply with the requirements of the ?gAssessment and Audit of Internal Control System for Financial Reporting?h rules stipulated in the Financial Instruments and Exchange Law.
Compliance
Details explained on the Compliance page.
Risk Management
Details explained on the Risk Information page.
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