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 otherwise
necessary to decide on important corporate management matters and
monitor implementation. In the fiscal year ended March 31, 2014, the
Board of Directors met 18 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 exter-
nal 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 discussion before the Board of
Directors makes decisions and decides on important executive issues.
In the fiscal year ended March 31, 2014, the committee met 40 times.
Furthermore, each division and branch office has an executive of-
ficer 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 ordinanc-
es and the articles of incorporation. In the fiscal year ended March 31,
2014, 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 12 members,
assists the corporate auditors as a specialist organizational 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 CSR Management Compliance management promotion Promotion of environmental management Board of Directors and Auditors
Section 1
Kyushu Electric Power Summary
Section 2
Management Message
Section 4
Management Base
Section 5
Financial Information
Section 3
Special Report
24/76 Kyushu Electric Power Company Annual Report 2014
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. More-
over, 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 audi-
tors work to improve and enhance audit functions through close coop-
eration 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 Com-
mittee, which is chaired by the president 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 departments based on internal rules. At the
same time, the Company works to ensure the security of information
concerning the execution of duties as necessary, based on basic poli-
cies 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 divi-
sion 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 situations where the
materialization of a risk may lead 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 hold a Risk and Crisis Management Countermea-
sures Meeting that prepares all possible responses to a crisis, compris-
ing 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 capabili-
ties to implement an appropriate response.
Corporate Governance CSR Management Compliance management promotion Promotion of environmental management Board of Directors and Auditors
Section 1
Kyushu Electric Power Summary
Section 2
Management Message
Section 4
Management Base
Section 5
Financial Information
Section 3
Special Report
25/76 Kyushu Electric Power Company Annual Report 2014