Konica Minolta 2010 Annual Report Download - page 24

CORPORATE GOVERNANCE
APPROACH TO CORPORATE GOVERNANCE
The Konica Minolta Group is continually working to strengthen its
business and respond to the diverse expectations of society with
the aim of increasing corporate value. The Group believes that the
essence of good corporate governance lies in creating a system
which enhances management transparency, and in being account-
able to all shareholders, investors, and other stakeholders. With
that understanding, Konica Minolta has established a management
structure that responds flexibly to changes in the market environ-
ment to allow more timely, appropriate decision-making on matters
such as restructuring. The Group also continues to improve its
corporate governance functions to ensure greater management
transparency and soundness.
In 2000, Konica Minolta introduced an executive officer system,
which clarified the separation of management’s supervisory and execu-
tion functions. The introduction of the executive officer system also
strengthened the supervisory function of the Board of Directors, and
expedited business execution. Since 2002, Konica Minolta has
appointed highly independent outside directors to its Board, which has
further increased the objectivity of its supervisory function. Further, with
a management integration in 2003, the Group adopted a holding com-
pany framework and shifted to a company-with-committees system.
MANAGEMENT AND GOVERNANCE STRUCTURE
To strengthen its management supervisory function, and expedite
decision-making by transferring significant authority to the execu-
tive officers, Konica Minolta Group has adopted a company-with-
committees system.
The Board of Directors includes four outside directors, who are
highly independent and have no significant business relationships
with the Company. The majority of directors do not serve concur-
rently as executive officers. Moreover, a director who is not serving
concurrently as president or other executive officer is elected as
Chairman of the Board of Directors, which further ensures the
supervisory function of the Board of Directors.
In addition, there are three committees within the Board of Direc-
tors—the Nominating, Audit, and Compensation committees—each
of which comprises five directors (three of whom are outside direc-
tors). In order to ensure better management transparency, none of the
directors comprising the committees serve concurrently as executive
officers, and outside directors are chosen to chair each committee.
BOARD OF DIRECTORS
The Board of Directors (which met 14 times in fiscal 2009) is
responsible for timely, appropriate decision-making regarding the
Group’s basic management policies, which are set out in its
medium-term management plans and broad annual plans. The
Board also decides on business restructuring, and other issues, all
with consideration for the views of the Group’s various stakehold-
ers. Outside directors, in particular, must remain mindful of the
need to protect general shareholders and joint shareholder interests
while supervising management. They also use their extensive cor-
porate management experience in advising on executive officer
proposals and status reports on significant issues.
Business Companies
Konica Minolta
Holdings, Inc.
Shareholders General Meeting of Shareholders
President and CEO
Management Conference
President and CEO
Management Council
Meetings
Auditors
(Audit Committee:
Large companies)
Board of Directors
Group Management
Executive Meeting
Senior Executive Officers
Functional Committees
Board of Directors
Board of Directors/
Basic Management Policy
Other Subsidiaries
President and CEO
Management Conference
Auditors
(Audit Committee:
Large companies)
Board of Directors
Audit Committee Office
Corporate Audit Division
Board of Directors
(management supervisory function)
Executive Officers
(business execution function)
Directives
Reporting
Corporate
Divisions
Nominating Committee
Compensation Committee
Audit Committee
Group Audit Liaison Conference
Group Management Conference
(audit
mechanism)
(reporting/directives
mechanism)
CORPORATE GOVERNANCE SYSTEM AND MANAGEMENT STRUCTURE
22 KONICA MINOLTA HOLDINGS, INC. ANNUAL REPORT 2010