Basic Approach to Corporate Governance
Renesas Electronics is working constantly to reinforce its corporate governance, based on the understanding that efficient, sound and transparent corporate management is the key to making continuous improvements in its corporate value. To this end, the Company establishes necessary management frameworks and implements various initiatives.
Corporate Governance Structure
The Renesas Electronics Board of Directors consists of ten directors, including three outside directors. As a rule, the board holds a regular meeting once a month and extraordinary meetings as needed. The chief role of our outside directors is to audit the execution of duties by other directors for appropriateness and to take part in management decisionmaking, using the outside directors' outside perspective, which comes from their own knowledge and experience. The Board of Directors makes important management decisions and supervises the execution of duties by directors. Matters referred to the Board of Directors as a rule go through a pre-deliberation by the Executive Committee to allow for a fuller deliberation. Additionally, to clarify business execution responsibilities and speed up decision-making, we have implemented an executive officer system and provide appropriate authority to executive officers based on the area of responsibility they are assigned by the Board of Directors.
Renesas Electronics uses a corporate auditor system and has a framework under which corporate auditors audit the execution of duties by members of the Board of Directors. The Board of Corporate Auditors consists of five auditors, including four outside corporate auditors. As a rule, the board holds a regular meeting once a month and extraordinary meetings as needed. Two of the outside corporate auditors are qualified as an attorney or as an accountant, and are independent. Moreover, four of the corporate auditors have considerable knowledge of finance and accounting. The Board of Corporate Auditors settles such matters as auditing policies and receives auditing status updates and other reports from individual corporate auditors. To enhance the effectiveness of audits, Corporate Auditors collaborate with the independent auditor, Renesas Electronics' Internal Audit Office and other departments concerned to collect auditing-related information and to exchange views.
- Corporate Governance Structure
Internal Control System
The Board of Directors of Renesas Electronics has formulated and implemented the basic policy for developing corporate systems—including those to ensure appropriate operations of the Company, referred to as internal control systems—defined under Article 362, Paragraph 4, Item 6 of the Companies Act and Article 100, Paragraphs 1 and 3, of the Ordinance for Enforcement of the Companies Act. The development and implementation of such systems is reported during meetings of the Board of Directors. Moreover, the Company's Internal Control Promotion Committee periodically holds meetings to deliberate on and study serious compliance violations relating to the internal control system, determining how they happened and how they can be prevented in the future.