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Corporate Governance System

Clarion places importance on corporate governance and has developed a system that embodies that awareness. Further, through our efforts to develop a risk management system and redevelop internal controls, Clarion is striving to ensure management transparency at all times.

Corporate Governance System

● Governance System Organizational Structure

Clarion implements an auditor system with 9 Directors of the Board (2 outside directors) and 4 Auditors (2 outside auditors). The Board of Directors is responsible for deciding basic management policies for the whole Group as well as for supervising its business administration. Each member of Board of Auditors objectively monitors and scrutinizes Board of Directors in the execution of its duties. The Company has introduced a “Corporate Officer System” and “Corporate Management Meetings”, composed of both members of Board of Directors and Corporate Advisory Board, serve to assist Board of Directors as a consultative body Furthermore, in April this year, we have newly appointed Director, Chairman and CEO, who, as the chief executive officer, lays out management policies and its strategies for our Group, and Director, President and COO, who, as the chief operating officer, carries out business plans based on the management policies and strategies. With this new organization, we are strengthening our global governance system.
Internal Audit department conducts regular internal audits of all Addressing Internal Control Structures individual departments of the Company and Group companies to verify effectiveness, legal compliance and observance of internal regulations. It reports the audit results directly to the Representative Director.
In this way, Clarion seeks to enhance its Corporate Governance System and to ensure transparent and sound management.

Addressing Internal Control Structures

● Qualitative Improvement of Internal Control

Clarion endeavors to redevelop internal controls as enhancement of corporate governance since 2006.
As the Corporate Law came into effect in fiscal 2006, we have been rebuilding internal control structure across the company and implementing management assessment every year based on “Basic Policies for Internal Control System” laid out upon resolution of Board of Directors. Since Fiscal 2007, as a member of the Hitachi Group, we are rebuilding internal control structure with respect to financial reporting which subjects all domestic and overseas Group companies and are reporting its status assessment to Hitachi, Ltd. Since Fiscal 2008, we implemented internal control and assessment based on the Japanese Financial Instruments Exchange Act (J-SOX Act) as the Group and the reports are made to the Financial Services Agency.
There has been no case of material deficiencies discovered in annual assessments subject to disclosures with respect to internal control regulations. Through prompt corrective actions for deficiencies found during assessments, qualitative improvement of internal control system has been achieved. We continue further to improve management quality of the Group through efforts extending from internal control required by laws and regulations.
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