Corporate Governance

Basic Approach to Corporate Governance

The Company believes that the establishment of corporate governance structures that provide a framework for discipline is indispensable to its ability to generate consistent profits and enhance corporate value through its business activities.
Recognizing that the primary purpose of corporate governance is to respect the positions of stakeholders and build smooth relationships, the Company endeavors to ensure fairness and transparency in its corporate affairs through the timely and appropriate disclosure of important information. In particular, the Company understands that implementing internal controls and maintaining an environment that protects the rights and interests of shareholders, while assuring equality among them, is an important element of corporate governance.

Corporate Governance System

The Company has established a Board of Directors and an Audit Committee as internal bodies to oversee and audit important management decisions.
To speed up managerial decision-making and business operations, Isuzu has set up a Management Meeting that meets every other week as a rule to examine and make decisions on critical management concerns, in accordance with resolutions of the Board of Directors.

Furthermore, the Company has created various committees that report to the Management Meeting in order to streamline discussion of issues in various specialized areas.In addition, we have introduced an executive officer system for properly supporting our directors' business operations.

In addition to attending Board of Directors meetings and other important meetings, auditors solicit reports from directors and other leaders concerning the execution of their responsibilities, review important decision-making documents and other materials, investigate operational and financial conditions at Oomori headquarters and major worksites, request reports from subsidiaries as needed, and audit Company operations.

We have also appointed one outside Director of the Board (non-standing) and three Corporate Auditors (of whom one is a standing auditor).
There is no interest in Isuzu which should be disclosed in terms of organizational/human relations or transactions with these outside members. While some of the board members own shares of company stock, there is no interest in Isuzu which should be disclosed in terms of capital relations.

Corporate Governance System

Outside Members

We have appointed two external directors (non-standing) and three external corporate auditors (of whom one is full-time).
There is no interest in Isuzu which should be disclosed in terms of organizational/human relations or transactions with these outside members. While some of the board members own shares of company stock, there is no interest in Isuzu which should be disclosed in terms of capital relations.

Remuneration for Directors and Corporate Auditors

The remuneration of Isuzu Directors is determined within the range approved by the shareholders' meeting according to decisions made by Board of Directors Meeting, including remuneration levels of other companies and Isuzu's achievements. The amounts of the remuneration of respective Directors are reflected by the positions and achievements of Isuzu and the individuals.

Moreover, the remuneration of the Corporate Auditors is determined within the range approved by the shareholders' meeting according to decisions made by auditors' meetings, including remuneration levels of other companies and Isuzu's achievements.