Konica Minolta 2004 Annual Report Download - page 34

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32
Corporate Governance
Konica Minolta’s management attaches paramount importance to
the strengthening of corporate governance, management oversight
and the clear separation of supervisory and executive functions.
Planning enhancements and further expanding corporate gover-
nance functions will put transparent management into practice in a
fair manner. By increasing corporate value derived from superior
results, we will reward our fellow shareholders in keeping with
their expectations.
To achieve these objectives as a Group and to establish the
most suitable structure, Konica Minolta shifted to a holding compa-
ny system, and chose a board-with-committees system, comprising
the Nomination Committee, the Compensation Committee, and the
Auditing Committee. In the case of Konica Minolta, each commit-
tee is chaired by an outside director, consists of a majority of out-
side directors, and does not include the representative executive
officer. The Company has appointed four directors from outside the
Company. These directors have no direct interest in Konica
Minolta.
Furthermore, to strengthen the audit system, the Corporate
Audit Division was established with the aim of fulfilling internal
audits. The Corporate Audit Division has sole responsibility for
Group internal audits, and forms the structure through which the
Auditing Committee can pursue an effective and relevant audit
function. To maintain the highest standards of compliance, we
introduced the Konica Minolta Group Compliance Guidelines. In
addition, we appointed an executive officer responsible for compli-
ance and established a Compliance Promotion Office and a
Compliance Committee.
Business company/
Common function company
Konica Minolta Holdings’ Corporate Governance System
Assign and Report Manage and Execute Audit
• Nomination Committee
• Compensation Committee
• Board of Directors
• President and CEO
• Konica Minolta Holdings’
Executive Committee
• Executive Officers
• Committees by function
Investment, brand, crisis control,
compliance, etc.
• Auditing Committee
Audit Committee Office
• Corporate Audit Division
• Auditors
• Board of Directors
• President and CEO
• Management
Meetings
• Directors
• Committees split by function
Crisis control, compliance, brand
management, etc.
OversightExecution
Assign, transmit Assign
Group Executive
Officers’ Meetings
Report
Holding Company
Group Management
Meetings