Konica Minolta 2011 Annual Report Download - page 19

Management Base Top Corporate Governance CSR Initiatives Intellectual Property
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 being accountable for its actions to all shareholders, investors, and other stakeholders. With that
understanding, the Group has established a management structure that responds flexibly to changes in the market
environment to allow more timely, appropriate decision-making on important matters. The Group also continues to
improve its corporate governance functions to ensure greater management transparency and soundness.
To strengthen its management supervisory function, and expedite decision-making by transferring significant
authority to the executive officers, the 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 Group. The majority of directors do not serve concurrently as executive officers.
Moreover, to further ensure the supervisory function of the Board of Directors, a director who is not serving
concurrently as president or other executive officer is elected as Chairman of the Board of Directors.
In addition, the company-with-committees system has three committees within the Board of Directors—the
Nominating, Audit, and Compensation committees—each of which comprises five directors (three of whom are
outside directors). 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.
KONICA MINOLTA HOLDINGS, INC. 18 ANNUAL REPORT 2011