Operational Management
Basic Stance on Corporate Governance
We aim to generate sustainable value for all stakeholders in
keeping with "Kyushu Electric Power’s mission," engaging in
operations that are socially meaningful from a long-term per-
spective. It is a top management priority to strengthen corpo-
rate governance to ensure that we do business properly. The
Board of Directors and the Board of Corporate Auditors over-
see corporate governance. Directors handle monitoring while
executive officers focus on implementation. We undertake
ongoing efforts to strengthen our oversight and compliance
management ­
systems, and have formulated our basic internal
control policy to maintain healthy management.
Board of Directors
In principle, the Board of Directors meets monthly or as other-
wise necessary to decide on important corporate management
matters and monitor implementation. In the fiscal year ended
March 31, 2012, the Board of Directors met 17 times. In order
to heighten the effectiveness of its oversight functions, the
Board of Directors receives advice from standpoints indepen-
dent of the Company, such as by appointing external directors.
Moreover, the Corporate Management Committee, which is
made up of the president, executive vice president, the senior
managing executive officers, the managing executive officers
and other members, considers matters requiring further­discussion before the Board of Directors makes decisions and
decides on important executive issues. Furthermore, each
division and branch office has an executive officer to accelerate
decision-making and streamline operations.
Board of Corporate Auditors
In principle, the Board of Corporate Auditors meets monthly or
as otherwise necessary to debate on and make resolutions
about reports on important matters relating to audits stipu-
lated in laws and ordinances and the articles of incorporation.
In the fiscal year ended March 31, 2012, the Board of­Corporate Auditors met 16 times. Corporate auditors attend
important gatherings, including those of the Board of Directors.
They conduct hearings for all divisions, consolidated subsid-
iaries, and other business units, and otherwise conduct­overall audits of the work of directors and executive officers.
Furthermore, the Corporate Audit Office, which has 12­members, assists the corporate auditors as a specialist orga-
nizational body.
Appoint or dismiss Appoint or dismiss Appoint or dismiss
Delegate
President
General Meeting of Shareholders
Corporate Management Committee
Each Division,
Department, Branch
Office and Group
Companies, etc.
Implementation
monitoring
Assess appropriateness
of accounts auditing
Internal
auditing
Coordinate
and instruct
Submit and report
on important
matters
Instruct Report
Report
Report
Accounting
Auditors
Audit
Corporate
Audit Office
Board of
­Corporate
Auditors
Determine
that accounts
audits are
appropriate
Elect, dismiss and supervise
Compliance
Committee
Internal
auditing body
Management Auditing
Department
Nuclear and Technical
Auditing Department
Board of Directors
Liaise
Corporate Governance Structure
Corporate Governance
18 Kyushu Electric Power Company Annual Report 2012
External Directors and External
Corporate Auditors
When appointing external directors or external corporate
auditors, the Company refers to the Tokyo Stock Exchange’s
evaluation standards regarding the independence of directors
and corporate auditors. Moreover, the Company has desig-
nated its one external director and three external corporate
auditors as an independent director and independent corpo-
rate auditors, respectively, judging that these individuals will
offer objective and neutral opinions about the Company’s
business based on their experience and insight.
The external director attends meetings of the Board of
Directors and expresses an opinion as necessary on agenda
items based on the individual’s experience and insight. This
external director also expresses opinions regarding manage-
ment issues at meetings other than the Board of Directors
such as the Corporate Management Committee.
The external corporate auditors attend meetings of the
Board of Directors, where they offer opinions as necessary on
agenda items based on their experience and insight. They
also attend meetings of the Board of Corporate Auditors to
help formulate audit plans, as well as receive reports from
the accounting auditors and the internal auditing body regard-
ing audit results.
Internal Controls (Financial Reporting)
In order to ensure the reliability of financial reporting, the
Company properly operates internal controls governing financial
reporting and establishes systems to make corrections as
required. At the same time, the Company’s Financial Reporting
Disclosure Committee, which is chaired by the president and
consists of management executives, works to ensure the
appropriateness of financial reporting.
Risk Management
Based on our risk management rules, we identify, categorize
and assess risks, clarifying material Company-wide and
business threats. Each division and business office produces
contingency plans to manage clear general and specific risks.
Furthermore, we have established rules for a response struc-
ture and procedures to quickly and properly address situations
where the materialization of a risk leads to an emergency, loss
of public trust, or other situations that could have a significant
impact on Company operations and society. This includes
enhancing and strengthening our crisis management system
to minimize the impact on the Company and society. We also
regularly conduct drills.
In addition, we have established a Risk and Crisis Manage-
ment Countermeasures Meeting that prepares all possible
responses to a crisis, comprising both prevention countermea-
sures to be implemented in advance and also responses for
when a crisis actually occurs. If a crisis does occur, the Meet-
ing also mobilizes company-wide functions and capabilities to
implement an appropriate response.
Internal Auditing
We have set up an internal auditing body (Management­Auditing Department) that functions objectively, ensuring
that operations are proper and helping to improve manage-
ment efficiency. The division audits compliance and business
operations at all divisions and branch offices. Moreover,
staff from a separate specialist internal auditing body
(Nuclear and Technical Auditing Department) audit the quality
assurance systems in place to monitor safety initiatives at
nuclear and thermal power stations and other important
facilities, and the status of operations based on these.
Accounting Auditors
The certified public accountants that audited the Company’s
accounts belong to Deloitte Touche Tohmatsu LLC. The internal
auditing body, corporate auditors and accounting auditors work
to improve and enhance audit functions through close coopera-
tion on formulating audit plans and reporting audit results.
Annual Report 2012 Kyushu Electric Power Company 19
Chairperson
Masayoshi Nuki
President
Michiaki Uriu
Executive Vice Presidents
Yoshinori Fukahori
Haruyoshi Yamamoto
Masanao Chinzei
Kenji Tsugami
Directors
Tomoyuki Aramaki
Soujuu Hirata
Hiroshi Oshima
Masayuki Yamasaki
Tomio Naito
Seiichi Sakaguchi
Naofumi Satou
Kazuhiro Izaki
Toru Yoshizako
Hideomi Yakushinji
Akiyoshi Watanabe
(External Director)
Senior Corporate Auditor
Shinji Yasumoto
Corporate Auditors
Shigeru Matsui
Tsuyoshi Ono
Keiko Hieda
(External Corporate Auditor)
Toshifumi Yada
(External Corporate Auditor)
Yoshio Utsumi
(External Corporate Auditor)
Masayoshi Nuki
Chairperson
Michiaki Uriu
President
Yoshinori Fukahori
Executive Vice President
Haruyoshi Yamamoto
Executive Vice President
Masanao Chinzei
Executive Vice President
Kenji Tsugami
Executive Vice President
Board of Directors and Auditors
20 Kyushu Electric Power Company Annual Report 2012