Konica Minolta 2003 Annual Report Download - page 13

KONICA M INOLTA HOLDINGS, INC. 2 0 0 3
Pag e 11
2003. In so doing, we have implemented four initiatives in
management, with the aim of improving the management audit
function, decision-making and executive functions, establishing a
highly transparent management organization, and improving our
response to compliance risks.
In accordance with the philosophy of separating management
audit from the executive function, the Board of Directors now
focuses solely on the overall issues facing the Group such as
direction, deciding on the basic course management will take,
rather than making decisions regarding day-to-day operations, in
an effort to promote propriety and efficiency in management. We
are also establishing Nomination, Compensation, and Auditing
Committees, each of which will be comprised of a majority of
external directors. With regard to improving the decision-making
and business process execution functions, the latter is now
entirely the province of the executive officers, which will speed up
the pace of management decision-making and execution. Under
the auspices of the President and Representative Officer, the
executive officers will assume full responsibility for the various
business processes with which they are vested, and work to their
utmost to increase operating revenues. With regard to establishing
a highly transparent management organization, our regulations
make it impossible for the Chairman of the Board of Directors to
simultaneously serve as an executive officer. Additionally, we are
implementing decisions that will improve transparency in
management, which include the following: members of the
Nominating and Compensation Committees will not
simultaneously serve as representative executive officers; instead,
each committee will make decisions on director nominations, as
well as compensation for managing and executive officers alike.
With regard to improving our response to compliance risks, the
Board of Directors and the Auditing Committee will implement a
prepared internal control system, with the aim of further
strengthening management of compliance risk, and making
management more efficient.
Q. What are the functions of the three committees?
A. The Nomination Committee will consider and determine the
appointment and removal of directors. The Compensation
Committee will determine remuneration for directors and executive
officers. The Auditing Committee will continue its existing audit
function and to overview financial management of the Group. The
Board of Directors will consist of 12 members comprising 8
internal and 4 external directors. In addition, each committee will
be comprised of more than 3 directors of which a majority will be
external directors.
Q. In conclusion, what are your thoughts regarding the
management integration and the image of the new group?
A. Our goal is to further enhance the strengths of the two
companies, and through the integration of imaging technologies to
consistently deliver fresh, innovative, and exciting products and
services to our customers. In order to realize the corporate image
that we envisage for the future, to successfully compete, and to
take a leading position in global markets, we must show a full
commitment to the integration and adopt a totally fresh approach
to what is effectively a new beginning.