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.” Our basic approach places importance on the maximization of benefits for shareholders and all other stakeholders by maximizing corporate value and delivering benefits directly or indirectly to stakeholders in a balanced way to satisfy their respective interests.
Corporate Governance Structure
Alpine transitioned from a company with board of company auditors to a company with an audit and supervisory committee upon approval at the 50th Ordinary General Meeting of Shareholders held on June 22, 2016. 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 Board of Directors, further strengthens our corporate governance structure, and improves the soundness and transparency of corporate management.
The Alpine Corporate Governance Policy was established to facilitate our ability to realize effective corporate governance and fulfill our responsibilities to all of our stakeholders - shareholders, customers, local communities, and employees. In line with our shift from a company with a board of company auditors to a company with an audit and supervisory committee, we review the concept of our corporate governance utilizing the corporate governance policy to recognize the need for more aggressive governance aiming to achieve the sustainable growth of the company and improve mid- and long-term corporate value. We work on the fulfillment of this policy, and the establishment and smooth operation of a new corporate structure including new Audit and Supervisory Committee in the mid-term business plan.
Corporate Governance Structure (as of June 2016)
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 Mid-term 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. 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.
In accordance with rules and bylaws governing the Board of the Directors, matters that require a resolution of the Board of the Directors are examined in advance for legal, accounting, tax and economic soundness to ensure compliance and rationality.
Audit and Supervisory Committee
Members of the Alpine Audit and Supervisory Committee, of which the majority are external auditors, strive to make objective judgments while acting independent of the Board of Directors. The Committee performs audits of the company's operations through the combined effectiveness of external Audit and Supervisory Committee members, consisting of two lawyers and an accountant, and internal members of the Committee, who are familiar with the company's business and include full-time employees. The Committee also provides 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 appoints three External Directors to enhance the functions of the Board of Directors. Each External Director focuses on ensuring legal compliance and strengthens the supervision function 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, 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.
|Name||Audit and Supervisory Committee Member||Independent Corporate Director||Reason for Appointment||Other Important Appointment|
|Hideo Kojima||○||○||His experience in audits as a certified public accountant and as an external executive officer for other companies will be an asset to our business management.||Hideo Kojima C.P.A. Office
Sumitomo Heavy Industries, Ltd.
|Satoko Hasegawa||○||○||Her experience as a lawyer, an external executive officer at other companies, and her wealth of global experience will enhance our business management.||STW & Partners
Asahi Net, Inc. (External Director)
Hakudo Co., Ltd. (External Auditor)
|Naoki Yanagida||○||○||The specialized knowledge and experience he has developed through his experience as a lawyer, and his informed opinion in a wide range of areas will facilitate our business management.||Yanagida & Partners
Sompo Japan Nipponkoa Holdings, Inc.
Activities of External Executive Officers in FY2015
|Name||Classification||Attendance at Board of Directors and Audit and Supervisory Committee meetings in the fiscal year ending March 2016|
|Satoko Hasegawa||External Director||Board of Directors meetings: 14/ 14 meetings|
|Hideo Kojima||External Auditor||Board of Directors meetings: 13/ 14 meetings
Audit and Supervisory Committee meetings: 6/ 6 meetings
|Naoki Yanagida||External Auditor||Board of Directors meetings: 14/ 14 meetings
Audit and Supervisory Committee meetings: 6/ 6 meetings