To ensure efficient, sound, and transparent management, Alpine works hard to strengthen our corporate governance structure
Basic Approach to Corporate Governance
Alpine manufactures on-board information systems and equipment as a member of the Alps Group led by Alpine's parent company, Alps Electric Co., Ltd.
The Alps Group defines corporate governance as the “establishment and operation of frameworks for the realization of efficient and appropriate decision-making and execution of duties by senior management, prompt reporting of outcomes to stakeholders, and sound, efficient and transparent business administration for the purpose of heightening corporate value.” We place importance on the sustainable development of shareholders and all other stakeholders, and the maximization of their mid-to-long-term benefits; therefore, our basic approach involves the maximization of corporate value and the delivery of benefits directly or indirectly to stakeholders in a balanced way to satisfy their respective interests.
Corporate Governance Structure
We have adopted the structure of a company with an audit and supervisory committee for corporate governance pursuant to the Companies Act of Japan. Through the enhancement of auditing and supervising functions in close cooperation with accounting auditors and the Internal Audit Division, the Audit and Supervisory Committee, which is independent from the persons who execute the business, further strengthens our corporate governance structure, and improves the soundness and transparency of our corporate management.
We also have established the Alpine Corporate Governance Policy to facilitate our ability to realize effective corporate governance and fulfill our responsibilities to all of our stakeholders: shareholders, customers, local communities, and employees. We work on the fulfillment and improvement of this policy, and the smooth operation under the governance structure, including the Audit and Supervisory Committee, in our mid-term business plan. Visit the following web page for more information about the Alpine Corporate Governance Policy.
Corporate Governance Structure (as of June 2017)
As a member of the Alps Group, Alpine places a priority on following the founding principles of the Alps Group led by Alps Electric Co., Ltd. We established our basic philosophy and conduct guidelines for compliance in accordance with the Alps Group management regulations, and promote compliance throughout the company and our subsidiaries. In addition, we continue developing our internal control system and structures to secure proper business management in accordance with the Companies Act and the Ordinance on Enforcement of the Companies Act, and conduct proper and effective business in all Alpine Group companies. Please read “Internal Control System” in our Corporate Governance Report for more detail on the structures of our internal control system.
Alps Group Internal Control Structure
Board of Directors & Board of Directors Meeting
The Alpine Board of Directors, which is composed of 11 directors (excluding Audit and Supervisory Committee members) and 4 directors who are Audit and Supervisory Committee members (3 are external directors), discusses and makes decisions about important matters regarding the Alpine Basic Business Policy and Midterm Business Plan, and audit and monitor the business performance. The Board of Directors makes decisions about all important matters through discussion at monthly meetings and extraordinary general meetings, which are held as necessary. Topics brought up for discussion are resolved in accordance with rules and bylaws governing the Board of the Directors, after being examined for legal, accounting, tax, and economic soundness, in order to ensure the compliance and rationality of the resolution of the Board of Directors.
The articles of incorporation specify that directors shall be elected and removed by resolution passed at a General Shareholders Meeting by a majority vote of shareholders who are in attendance and whose number holds one third or more of the voting rights of shareholders entitled to the exercise thereof, and that cumulative voting shall not be employed.
Audit and Supervisory Committee
The majority of the Alpine Audit and Supervisory Committee members, including the chairperson, are external Audit and Supervisory Committee members, allowing the committee to make objective judgments while acting independently of the persons who execute the business. The Committee performs audits of the company's operations through the combined effectiveness of the Audit and Supervisory Committee members, consisting of two lawyers and a certified public accountant serving as external directors with their wealth of experience, plus an internal member of the Committee, who is a fulltime employee familiar with the company's business. The Committee also strives to provide advice to the company's top management at meetings of the Board of Directors and other important meetings in cooperation with the Internal Audit Division. Assistants for the Audit and Supervisory Committee shall be assigned, and their independence from the Board of Directors (excluding those who are the members of the Audit and Supervisory Committee) shall be secured.
Alpine has appointed three External Directors to enhance the functions of the Board of Directors. Each External Director focuses on ensuring legal compliance and strengthens supervisory functions over the company's operation through active dialogue and advice on the selection and dismissal of top management, remuneration, supervision on conflict of interest among the company, top management, and controlling shareholders, and other important matters at the Board of Directors meetings.
Alpine appoints external directors in accordance with its standards for the nomination of directors, including the Alpine Standards for Independence. In addition, we designate these individuals as independent corporate directors upon consent, and report such to the Tokyo Stock Exchange.
Evaluation of the Effectiveness of the Board of Directors
With the aim of improving the soundness, transparency, efficiency, and mobility of our execution of duties, we performed an evaluation of the effectiveness of our Board of Directors.
The results revealed the sufficiency of the discussion, deliberation, and management at the Board of Directors' meetings. We will continue this evaluation to help improve our corporate governance and corporate value.
Message from an External Director
Hoping to contribute to the sustainable growth of the company as an accounting and audit specialist
I was appointed as an external director (Chairperson of Audit and Supervisory Committee) in line with Alpine's shift to a company with an audit and supervisory committee in June 2016. After participating in Alpine's management, I have visited various locations, including overseas subsidiaries, communicating with top-level executives and many other employees. In doing so, I feel that they are making enormous efforts to understand the market needs in detail, such as those of automobile manufacturers.
Nowadays, amid the drastic progress in automotive technology symbolized by automatic vehicle-control systems, it is not easy to accurately understand the market needs to develop the businesses. Nevertheless, Alpine has a strength that is found behind no other company. As can be seen in the fact that Alpine was one of the first companies to advance from the field of car audio systems into the field of car navigation, this company always takes on challenges of new circumstances with pioneering ideas, fixing their eyes on the global market.
However, Alpine is required to build “offensive governance” in its endeavors, as a foundation for rapidly giving shape to required functionality at high levels of quality and managing the risks inherent in new products, such as those regarding intellectual property rights. As an external director specializing in financial affairs, accounting, and auditing, I would like to contribute to the sustainable development of the Alpine Group by giving proper advice to establish this “offensive governance” and to improve the profitability of each business unit (BU).
Outside Director (Chairperson of Audit and Supervorory Committee)
Representative Partner of Showa Ota & Co.
Executive Board Member of Century Ota Showa & Co.
Deputy Chief Executive Officer of Ernst & Young ShinNihon LLC
External auditor of Alpine
External auditor of Sumitomo Heavy Industries, Ltd.
Opened Hideo Kojima C.P.A. Office
External director of Sumitomo Heavy Industries, Ltd.
Outside Director, Audit and Supervisory Committee of Alpine