We focus on transparency and fairness in our management as an important business priority. To achieve this, the SII Group strives to improve our corporate value by improving the company organizational structure and system, as well as implementing necessary measures and gaining the trust of our stakeholders.
(1) Corporate Organization
The board of directors consists of eight board members, holds meetings on a monthly basis in principle (13 meetings were held in FY2010), supervises company management and makes important business decisions for the SII Group. Outside auditors attend all meetings, ask questions and provide advice as appropriate from an independent, external position and with the aim of ensuring the validity and appropriateness of decision making by the board of directors.
The board of auditors consists of two internal and two external auditors and has meetings almost every month (10 meetings were held in FY2010). Each member follows the audit policy and plan determined by the board of auditors, conducts regular audits, exchanges opinions regarding the audit results, and attends management meetings. Through these activities, they gain insight into directors’ operations and monitor the status of internal control system consolidation. The external auditors participate in all board of auditor meetings to express their opinions on how to conduct audits as well as on directors’ operations.
In addition, the board of auditors understands the audit plan of the accounting auditor, KPMG AZSA LLC, and strives to ensure audit effectiveness through information sharing at regular meetings.
(2) Internal Control System
After the "Basic Internal Control System Policy" has been established in 2006, the SII board of directors verifies its operating condition and determines the continuation of the policy every year. Since 2008, the Corporate Internal Control (CIC) Division, consisting of the Corporate Audit Office and the Compliance Department, has played the central role in consolidating the internal control system.
For our internal control system report over the financial reporting in compliance with the Financial Instruments and Exchange Act, we started from voluntary activities and have been developing the SII group system as a subsidiary company of a publicly listed parent company, Seiko Holdings Corporation, since October 2009.
Also, the Information Disclosure Committee has been playing a key role in operating and improving the system to disclose corporate information in an appropriate and timely manner, as well as to thoroughly prevent insider transactions.
