Taking into consideration of increasing importance of corporate governance in corporate activities, PSS has made principles of corporate governance as to appreciate corporate ethics, to comply with laws and regulations, to strengthen internal control and finally to contribute to stakeholders such as shareholders, business partners, employees, etc. by increasing the corporate value through the management higher in efficiency, integrity and transparency.
PSS's management, audit and internal control are performed in the following ways:
PSS applies the Auditor system, and the current management organization consists of 5 directors and 3 auditors (two of them are outside corporate auditors).
1. Corporate organization
PSS employs the Auditor system. The board of directors' meeting expedites decision-making on important items such as management policy and supervises business and affairs of the corporation. In addition, the board of auditors is installed as auditing organization.
2. Establishment of internal control system
The board of directors' meeting is held ordinary every month, but a provisional board of directors' meeting is also held as needed. The board expedites decision-making on items specified by laws and important items concerning management and supervises business and affairs of the corporation.
The project-promoting committee consists of the board of directors including the president and also directors of related divisions. The committee as held every month examines and discusses progress of individual items and discusses and executes specific measures, along with the direction decided in the board of directors' meeting.
The worldwide strategy committee consists of presidents of PSS group companies, board of directors of PSS and directors of related divisions. The committee is aimed at unifying the direction of the entire group and executing business more efficiently in global expansion of business.
3. Internal audit and auditor audit
The internal audit office, under direct control of PSS president, is to audit business and affairs and law compliance, based on its auditing plan, in cooperation with the board of auditors and the external auditors. In actual auditing, several members in divisions other than the division to be audited will engage in auditing, and the results are reported to the board of directors' meeting and also to the board of auditors.
In addition, periodic internal auditing according to the international standards of quality management system ISO 9001 (of 2000) and ISO 13485 (of 2003) is also performed.
PSS employs the Auditor system. The board of auditors consists of a full-time auditor and external auditors. The auditors audit, for example, law compliance and reliability of financial statement, business execution of directors and business and affairs of PSS and its subsidiaries.
To cope with consistently changing business environment, meetings are held as needed in each business division and information is held commonly and the direction of business execution is unified through internal information network system. In addition, the information will be shared crosswise more intensively in the PSS group by use of electronic mails, for consistent, faster decision making.
As for information disclosure, information needed is disclosed, as control of the information internally important in PSS and PSS subsidiaries is tightened. Important information generated in PSS and PSS subsidiaries is informed immediately to the person who is responsible for information control. The person responsible for information control examines the importance of the reported information and the need for information disclosure, reports to the president and then discloses the information as needed.
PSS demands, by such a system, increased recognition, consciousness, action and responsibility as a member of a listed company from all directors and employees in the group and thus tries to improve the quality of corporate governance.
4. Accounting audit
As for accounting audit, audit by Corporate Law as well as audit by Financial Instruments and Exchange Law is performed by auditors under audit contract with Ernst & Young Shin-Nihon, according to yearly auditing program. The auditors conduct auditing together, as they are reported of auditing program and audit results from the board of directors as needed.
5. Risk management system
PSS has installed a risk management committee chaired by the Executive Director for promotion and control of corporate risk management. The committee is engaged, for example, in preparation of basic policy of risk control, global evaluation of risk control organization and periodical modification of it, measurement of risk according to importance and possibility and proposal for measures to control and reduce corporate risk by monitoring.
In addition, divisional committees chaired by the director of each division are also formed for risk control, extraction of risks and evaluation of the measures taken to the risks and education concerning risk management, and also to provide information concerning risk management in the division. PSS will avoid risks normally by such an ordinary risk control organization and, when in emergency, establish a task team in the related division to solve the problem.
Legal risks will be handled with advices, as needed, from corporate layers.