Keenly aware of its social responsibility as an enterprise that supports the culture of music and imaging, Roland expresses its philosophies and activities in the slogans: “Inspire the Enjoyment of Creativity,” “ Be the BEST rather than the BIGGEST,” and “ The Roland Family—Cooperative Enthusiasm.” We aspire to be an enterprise delivering value to all our customers, shareholders, business partners, employees, local communities and all other stakeholders while, at the same time, contributing to society.
Corporate governance is a top priority for the Company's management. Roland strives to ensure rigorous compliance and maintain management transparency through the improvement and enhancement of internal controls and information disclosure.
Role of the Board of Directors
The Company has introduced an executive officer system to separate management from execution and ensure swift decision making and prompt execution of business. The Company maintains a management structure such that the Board of Directors focuses on the formulation of management policy and management plans and the oversight of the execution of business, while delegating authority over the execution of product development, sales, administration, and production to the executive officers. The Board of Directors meets monthly and, additionally, as necessary. By setting the term of office for directors at one year, the Company clearly defines management responsibility for the business year. With the objective of strengthening the oversight function of the Board of Directors, an outside director has been elected. The outside director is not from the Roland Group and has no vested interest in the Company.
Role of the Board of Corporate Auditors
The corporate auditors establish audit standards and audit the execution of duties by the directors. Of the four corporate auditors, two are outside auditors who are not from the Company or the Roland Group. The outside corporate auditors have no vested interest in the Company.
Relationship between Management Structure and Internal Control Systems
Internal Control Systems
The Board of Directors has determined that the systems necessary for ensuring the appropriateness of operations (internal control systems) of the Company are as follows:
System for Ensuring Compliance of Directors' Execution of Duties with Laws and Regulations and the Articles of Incorporation
- The Company has established the Compliance Committee, which is chaired by the executive officer responsible for administration, to ensure rigorous compliance with laws and regulations, the Articles of Incorporation, and corporate ethics. The Company has established the Compliance Guidelines as its basic policy on compliance for all officers and employees.
- The Company has established Rules of Employment for Officers specifying legal compliance and a code of conduct required of directors and mandates compliance accordingly.
System for Retention and Management of Information concerning Directors' Execution of Duties
- The Company retains and manages documents and ensures information security in accordance with the Basic Regulations for Information Security, the Document Management Regulations, and other related regulations.
Rules and Other Systems concerning Risk Management
- The Company prepares Risk Management Regulations and has established the Risk Management Committee for the purpose of preventing the materialization of risks associated with the execution of the Company's business and of ensuring a swift response in the event that a risk materializes.
- The Company uses an internal whistle-blower system to detect violation of laws and regulations or the Articles of Incorporation and takes corrective action and implements measures to prevent the recurrence of any such violation.
System for Ensuring Compliance of Employees' Execution of Duties with Laws and Regulations and the Articles of Incorporation
- The Compliance Committee ensures that all employees are familiar with the Compliance Guidelines, which is the basic policy on compliance with laws and regulations, the Articles of Incorporation, and corporate ethics, and engages in employee education and guidance.
- The Company has established an internal whistle-blower system whose point of contact is a law office in order to ensure that corrective action is swiftly taken in the event of any violation of laws and regulations, the Articles of Incorporation or corporate ethics, and that measures are implemented to prevent recurrence. The Company has also put in place a system for obtaining appropriate advice and guidance from an outside law office as necessary.
- In the Internal Auditing Dept., the Company has put in place a system for confirming the effectiveness of internal control systems and identifying areas for improvement.
System for Ensuring Appropriateness of Business Operations of the Roland Group
- “Inspire the Enjoyment of Creativity,” “Be the BEST rather than the BIGGEST,” and “ The Roland Family—Cooperative Enthusiasm” — these three slogans embodying the key policies that have shaped the development of Roland since its foundation. These statements are positioned as the action guidelines applied throughout the Roland Group.
- Systems have been put in place enabling appropriate control and supervision of affiliated companies of the Roland Group in accordance with the Rules for Control of Affiliated Companies.
- The Company promotes establishment of systems to ensure the reliability and appropriateness of financial reporting in accordance with the Financial Instruments and Exchange Act and other regulations.
Internal Auditing and Corporate Auditors
At the Company, audits are performed on the basis of cooperation among corporate auditors, the accounting auditor and the Internal Auditing Dept. The Board of Corporate Auditors and the accounting auditor meet periodically and they exchange information with the Internal Auditing Dept. when it formulates an annual audit plan. An internal audit report is also distributed to Corporate Auditors and explanation is provided.
The basis of the Company's internal control systems is clear segregation of duties and authority and a checks and balances function incorporated in business processes. The Company has established the Internal Auditing Dept., which is an independent internal audit unit that periodically conducts audits of operating units and affiliated companies. In this way, the Company strives to ensure that internal control systems function effectively and to identify areas for improvement. The Company has also put in place a system for obtaining appropriate advice and guidance from an external law office and other outside specialists as necessary.
The Company has appointed Deloitte Touche Tohmatsu as its accounting auditor. The names of the certified public accountants engaged in the auditing for the fiscal year under review and the numbers of assistants involved in the auditing are as follows:
- The names of certified public accountants engaged in auditing: Fumihiko Kimura, Hisayoshi Takahashi.
- Five certified public accountants, six junior accountants and seven other staff are involved in the auditing function.