Basic Stance on Corporate Governance
Based on a corporate governance structure centered on the
Board of Directors and the Board of Corporate Auditors, we work
to strengthen management oversight functions by appointing
highly independent external directors, while heightening the
effectiveness of audits by fostering close cooperation between
the corporate auditors and internal auditing bodies. Furthermore,
we have clearly defined the oversight and executive roles of
directors and executive officers, while striving to rigorously
enforce compliance management. At the same time, we have
developed a basic policy on the formation of a system to ensure
proper business operations (basic internal control policy), as we
strive to continuously improve the internal control system.
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, 2013, the Board of Directors met 21 times. In order
to heighten the effectiveness of its oversight functions, the
Board of Directors receives advice from standpoints independent
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 further discus-
sion before the Board of Directors makes decisions and decides
on important executive issues. In the fiscal year ended March
31, 2013, the Committee met 30 times.
Furthermore, each division and branch office has an execu-
tive 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 stipulated
in laws and ordinances and the articles of incorporation. In the
fiscal year ended March 31, 2013, the Board of Corporate
Auditors met 16 times. Corporate auditors attend important
gatherings, including those of the Board of Directors. They
conduct hearings for all divisions, consolidated subsidiaries, and
other business units, and otherwise conduct overall audits of
the work of directors and executive officers.
Furthermore, the Corporate Audit Office, which has 12members, assists the corporate auditors as a specialist organi-
zational body.
Corporate Governance Structure
Corporate Governance
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
Section 1
Kyushu Electric
Power’s Summary
Section 2
Midterm
Management Policy
Section 4
Safety Measures for
Nuclear Power Plant Section 5
Management Base
Section 6
Financial Section
Section 3
Increasing of
Electricity Rates
page 17
Kyushu Electric Power Company Annual Report 2013
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 designated its one external
director and three external corporate auditors as an independent
director and independent corporate 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 management
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 regarding audit results.
Internal Auditing
We have set up an internal auditing body (Management Auditing
Department, 23 staff members) that functions objectively,
ensuring that operations are proper and helping to improve
management 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, 12 staff
members) 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 cooperation on formulating audit plans and reporting audit
results.
Financial Reporting
The Company properly operates internal controls governing
financial reporting and establishes systems to make corrections
as necessary. At the same time, the Company’s Financial
Reporting Disclosure Committee, which is chaired by the presi-
dent and consists of management executives, works to ensure
the appropriateness of financial reporting.
Information Management
The Company properly stores and manages documents stipulated
by laws and regulations such as minutes of Board of Directors
meetings, as well as other documents concerning important
decision-making matters. To this end, the Company assigns
responsibility for document management to appropriate depart-
ments based on internal rules. At the same time, the Company
works to ensure the security of information concerning the execu-
tion of duties as necessary, based on basic policies and rules
concerning information security.
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
structure and procedures to quickly and properly address situa-
tions where the materialization of a risk may lead to an emer-
gency, 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 hold a Risk and Crisis Management Counter-
measures Meeting that prepares all possible responses to a
crisis, comprising both prevention countermeasures to be
implemented in advance and also responses for when a crisis
actually occurs. If a crisis does occur, the Meeting also mobilizes
company-wide functions and capabilities to implement an
appropriate response.
Section 1
Kyushu Electric
Power’s Summary
Section 2
Midterm
Management Policy
Section 4
Safety Measures for
Nuclear Power Plant Section 5
Management Base
Section 6
Financial Section
Section 3
Increasing of
Electricity Rates
page 18
Kyushu Electric Power Company Annual Report 2013