Konica Minolta 2005 Annual Report Download - page 30

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28
CORPORATE GOVERNANCE
Konica Minolta recognizes that strengthened corporate
governance is a key management issue and is working
to clarify the functional separation of management
supervision and management execution, while at the
same time working to strengthen the functioning of each
in order to achieve fair and transparent management.
The separation of the executive and supervisory
functions is managed by a committee-based corporate
governance structure, through which the Group is
working to ensure further visibility and efficiency.
Based on these tenets, three committees (Audit
Committee, Nominating Committee and Compensation
Committee) are working to complement the functioning
of the Board of Directors with the aim of further
strengthening Konica Minolta’s corporate governance
structure as they address major issues.
The Board of Directors exerts supervisory control
over management through regular reports on the status
of major business activities. For important management
policy decisions, in addition to deliberating the issue
several times, executive directors and outside directors
actively exchange opinions.
The Audit Committee supervises executive manage-
ment decisions and where necessary advises on
corrective measures in reviewing the applicability and
appropriateness of internal control systems, in addition
to strictly reviewing the Group’s independent auditors.
The Nominating Committee is responsible for the
selection of new director candidates based on pre-
determined selection standards and reviews the process
and reasons for the selection of executive directors
before candidates are voted on by the Board of Directors.
The Compensation Committee works to confirm and
improve the director compensation system and
determines compensation for individual directors. The
committee adopted a policy which was approved at the
general shareholders’ meeting in June 2005 to eliminate
special service retirement benefits for directors and
executive officers in recognition of the corporate trend
away from such benefits and adopted a stock
compensation-type stock option plan as a long-term
management incentive.
In addition, Konica Minolta Compliance Action
Guidelines have been introduced. Through such
activities, Konica Minolta aims to create a more highly
visible governance structure which it believes will
enhance corporate value.
Holding Company
Business companies and
Common function companies
Board of Directors
President and CEO
Board of Directors Auditors
President
Executive Officers
Konica Minolta Holdings’
Executive Committee
Committees by Function
Management
Meetings
Crisis control, compliance, brand
management, etc.
Committees by Function
Directors
Nominating Committee
Compensation Committee
Audit Committee
Corporate Audit Division
Manage and Execute Audit
Konica Minolta Holdings’ Corporate Governance System
Audit Committee Office
Assign, transmit Assign
Report
Group Management
Meetings
Group Executive
Officers’ Meetings
Investment and business assessment,
technology and brand strategies,
crisis control, compliance, etc.
OversightExecution
Assign and Report