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This excerpt taken from the DCM 20-F filed Jun 25, 2009. • Committees
Under the Corporation Law, Japanese joint stock corporations
(kabushiki kaisha) above a certain size whose shares are
transferable without the approval of such corporations,
including the Company, may elect to structure their corporate
governance system to be either that of a company with a board of
corporate auditors (kansayakukai secchigaisha) or that of
a company with committees (iinkai secchigaisha). The
Company is currently a company with a board of corporate
auditors.
Table of Contents
As a company with a board of corporate auditors, the Company is
not required under the Corporation Law to have any outside
directors on its board of directors. The tasks of auditing the
performance of its directors and auditing the Company’s
financial statements are assigned to the Company’s
corporate auditors, who are separate from the Company’s
directors. All corporate auditors must meet certain independence
requirements under the Corporation Law. Under the Corporation
Law, at least one half of a company’s corporate auditors
are required to be “outside” corporate auditors who
must meet additional independence requirements. An outside
corporate auditor is defined as a corporate auditor who has
never served as a director, accounting councilor, executive
officer, manager or any other employee of the Company or any of
its subsidiaries.
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