Konica Minolta 2009 Annual Report Download - page 22

General Meeting of Shareholders
Konica Minolta Holdings, Inc.
(Holding Company) Business Companies and Common Function Companies
President and CEO
Executive Ofcers
Board of Directors
Delegation of Authority Accountability
Corporate Governance System
Nominating
Committee
Nominates
director
candidates
Audit
Committee
Performs
management
audits
Compensation
Committee
Decides on board
members and
executive ofcers’
compensation
President
Board of Directors
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K onica Minolta recognizes that strengthened corporate gover-
nance is a key management issue, and has clarified the func-
tional separation of management supervision and execution,
while at the same time strengthening the functioning of each to
achieve fair and highly transparent management.
We separated oversight and implementation by adopting
a company-with-committees system. This includes the
Nominating, Compensation, and Audit committees, which are
integral to the Board of Directors. Under the Japanese
Commercial Code, companies can choose either governance
systems of corporate auditors or systems with committees.
While each system has its advantages, Konica Minolta has
selected a company-with-committees system to separate the
management supervision and execution functions. This choice
enables us to operate more transparently and accelerate
decision-making.
The 12-person Board comprises eight internal and four
outside directors. The majority of members have non-executive
positions; among them are three internal directors, including
the chairman. The outside directors help clarify the Board’s
independence and supervisory role.
All committee chairs are non-executive outside directors,
rounding out a very advanced and transparent governance
structure.
Attendance among the four outside directors at the 13 Board
meetings and gatherings of the three committees in FY March
2009 averaged more than 90%. To ensure vigorous discussion,
the secretariat or the relevant executive director explains the
agenda for important management decisions before meetings.
The Nominating Committee nominates outside candidates for
the Board, assessing their independence and experience in cor-
porate management. The committee ensures that candidates
have no significant business relations with the Group and have
no personal relationships within it. As the Board monitors exec-
utives and makes important management decisions, candidates
should ideally have track records in corporate management.
Corporate Governance