問16
頻出度★★★
監査役を選任する者又は機関として, 適切なものはどれか。
平成23年度 秋期 ITパスポート試験 問16
ストラテジ系企業活動 › 経営・組織論
This question's explanation and your answers so far.
解説
問 16
Incorrectア
The accounting auditor is an outside certified public accountant or audit firm that audits the financial statements, and is itself on the side appointed by a resolution of the shareholders' meeting; it is not in a position to choose the statutory auditor. The relationship is in fact the other way around: deciding the content of the proposal for appointing the accounting auditor is defined as a power of the statutory auditor (or the board of statutory auditors).
- イ
正解 The correct answer is イ, the shareholders' meeting. Together with directors and accounting advisors, the statutory auditor (kansayaku) is classified as an officer under the Companies Act, and the law provides that officers are appointed by a resolution of the shareholders' meeting (Companies Act, Article 329, paragraph 1). The reason lies in the role of the statutory auditor. The statutory auditor is the body that audits whether the directors perform their duties lawfully and properly, so if the audited side (the board of directors or the president) were the one to choose the auditor, it would amount to self-auditing and independence would be lost. Therefore, by having the shareholders' meeting — the highest decision-making body, where the shareholders who own the company gather — appoint the auditor directly, an audit system independent of management is guaranteed. Note that dismissal is likewise a matter decided by resolution of the shareholders' meeting.
Incorrectウ
The president is the top person responsible for executing business operations, and is on the side whose performance of duties is audited by the statutory auditor. If the person being audited chose the person doing the auditing, the auditor could not go against the president and independence would not hold. The Companies Act, too, does not grant the president as an individual any authority to appoint the statutory auditor.
Incorrectエ
The board of directors is indeed the body that selects the representative director, but the statutory auditor is the one who audits that board's performance of duties, so the audited side cannot appoint the auditor. The board's involvement extends only as far as deciding the proposal for appointing a statutory auditor that is submitted to the shareholders' meeting, and submitting that proposal further requires the consent of the statutory auditor (or the board of statutory auditors), so independence is protected doubly.
ここがポイント
- Officers under the Companies Act — directors, accounting advisors, and statutory auditors — are all appointed by a resolution of the shareholders' meeting. The shareholders' meeting is the highest decision-making body of a joint-stock company, and the accounting auditor is likewise appointed by the shareholders' meeting.
- The statutory auditor is an independent body that audits the directors' performance of their duties. Independence of the audit is secured by not giving the appointment right to the audited side (the president, the board of directors) and instead having the shareholders choose directly — this is the basic idea of corporate governance.
用語