Corporate Governance Practices
Followed by NYSE-listed U.S. Companies
Corporate Governance Practices Followed by Kyocera Corporation
2. An NYSE-listed U.S. company
must have
an audit committee
composed entirely
of independent
directors, and the audit
committee
must have at least three
members.
Kyocera Corporation employs the board of corporate auditors system as
described above. Under this system, the board of corporate auditors is a
legally separate and independent body from the board of directors. The main
function of the board of corporate auditors is similar to that of independent
directors, including those who are members of the audit committee of a U.S.
company: to monitor the performance of the directors, and review and express
opinions on the method of auditing by Kyocera Corporation’s independent
auditors and on such independent auditors’ audit reports, for the protection of
Kyocera Corporation’s shareholders.
Kyocera Corporation and other large Japanese companies which employ the
board of corporate auditors system are required to have at least three
corporate auditors. As of June 27, 2012, Kyocera Corporation had six
corporate auditors. Each corporate auditor serves a four-year term of office. In
contrast, the term of office of each director of Kyocera Corporation is two
years.
With respect to the requirements of Rule 10A-3 under the U.S. Securities
Exchange Act of 1934 relating to listed company audit committees, Kyocera
Corporation relies on an exemption under that rule which is available to
foreign private issuers with boards of corporate auditors meeting certain
requirements.
3. An NYSE-listed U.S. company
must have
a nominating/corporate
governance
committee composed
entirely of
independent directors.
Kyocera Corporation’s directors are elected at a general meeting of
shareholders. Its board of directors does not have the power to fill vacancies
thereon. Kyocera Corporation’s corporate auditors are also elected at a
general meeting of shareholders. A proposal by Kyocera Corporation’s board
of directors to elect a corporate auditor must be approved by a resolution of its
board of corporate auditors. The board of corporate auditors is empowered to
adopt a resolution requesting that Kyocera Corporation’s directors submit a
proposal for election of a corporate auditor to a general meeting of
shareholders. The corporate auditors have the right to state their opinions
concerning election of a corporate auditor at the general meeting of
shareholders.
