Corporate Governance

Basic concept of corporate governance

Uniden recognizes the importance of enhancing corporate governance in order to increase the company's value. In addition, we consider that along with developing business, ensuring the transparency of management is a key element of management policy.

(1) System of corporate governance

(a) Outline of corporate governance system

Uniden's corporate governance system is steered by means of regular board meetings of the company's six directors. We also utilize an auditing system by a three-member board of auditors, including three external auditors.

The board of directors operates in accordance with prevailing laws and the provisions of the company's Articles of Association, and important matters of management are conducted in accordance with the regulations of the Board. The standing auditor attends Board meetings and other important meetings, and also checks on management as and when needed. As for accounts auditors, we contracted with PricewaterhouseCoopers Aarata, who conducts auditing of accounts as and when needed in accordance with prevailing laws, and in collaboration with other auditors. In addition, we contracted with consulting law firms to set up systems for receiving legal advice as necessary for reference in management decision-making to mitigate legal risks.

(b) Reasons for a corporate governance system

At meetings of the Board of directors—the management decision-making body of the company three external auditors are always present. We believe that this provides sufficient external monitoring and supervision. Furthermore, auditors collaborate with the internal auditing office in the company, and with accounts auditors outside the company. We believe this too provides an appropriate level of auditing for ensuring compliance with prevailing laws and internal regulations. The establishment and maintenance of internal control systems, and checking of their operating conditions, is conducted by the internal auditing office, which also conducts audits of irregularities and deficiencies. All of the above measures constitute our current corporate governance system.

(2) Auditing by internal and external auditors

At Uniden, auditing and evaluation of compliance and internal control systems, and related proposals are conducted by the internal auditing division, acting as an independent body.

Auditors and the board of auditors receive reports about accounts auditing work from the accounts auditors, and in response provide opinion about the validity of the work. The auditors maintain a close collaboration with accounts auditors, for example by exchanging opinions regarding auditing results, the state of internal control systems as perceived by the accounts auditors, and on risk evaluations.

(3) Outside directors and external auditors

Uniden does not have any outside directors on its Board.

The company has three external auditors on its board of auditors One of these employs specialist knowledge and experience as a certified accountant, while the other two utilize a high level of expertise relating to finance, accounting, and the law, built on their professional experience and discernment. All three attend board meetings and other important meetings, to provide a broad range of perspectives, thereby serving a management auditing function. Auditors also exchange information regularly with the internal auditing office, and exchange information and opinions regularly with accounts auditors.

When selecting candidates to be external auditors, Uniden, as a rule, ensures that there are no conflicts of interest between Uniden and the candidate or the organization to which the candidate belongs. Selection of candidates is limited to independent persons that present no risk of any conflict of interest arising with general stockholders.