監査役会における監査役独任制の矛盾と弊害 : 個人倫理と組織倫理の視点から(自由論題)

抄録

Japanese corporate auditors (Kansayaku) obtain individual independence according to the Proviso of article 390 paragraph 2 of the Japanese Companies Act. This independence system, called Dokunin-sei, allows Kansayaku to express and act differently from a resolution decided by the board of corporate auditors (Kansayaku-kai). Therefore it is possible for a handful of part-time "outside auditors" to act independently from the majority full-time "inside auditors", to ensure fair auditing. Problems arise from such actions as part-time "outside auditors" can size down their responsibilities to the issues they are specialized in, which resultantly shift the remaining responsibilities to the rest of the full-time "inside auditors". Despite the imbalance within auditors' responsibilities, audit reports compiled by Kansayaku-kai use misleading expressions as if "outside auditors" were accountable to the issues they didn't touch, which abuse the reliability of the reports itself. As "outside auditors" out-number the "inside auditors" nowadays, the Dokunin-sei Proviso should be abolished as it prevents Kansayaku-kai to unify. This paper suggests the way Kansayaku-kai should function in order to improve the reliability of their audit reports, in the context of the recent Fujiya scandal.