Konica Minolta 2014 Annual Report Download - page 38

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37
KONICA MINOLTA, INC. Annual Report 2014
Konica Minolta has adopted a company-with-committees system, and
separates the management supervisory functions of directors from the
business execution functions of executive officers.
The Board of Directors includes four highly independent outside direc-
tors, who have no significant business relationship with the Group, and
the majority of directors do not serve concurrently as executive officers.
Within the Board of Directors are three committees—the Nominating,
Audit, and Compensation committees. To enhance transparency, all of
these committees are chaired by outside directors, and, although
executive officers are not forbidden by law from participating in the
Nominating and Compensation committees, there are no executive
officers serving on any of the Company’s committees.
Management and Governance Structure
Board of Directors and the three committees
(as of June 19, 2014)
General Meeting of Shareholders
Board of Directors
Executive Officers
Various
committees*
President and CEO
Management Council Meetings
Corporate governance system and management structure
Nominating Committee
Compensation Committee
Audit Committee
Corporate Audit Division
Group Management
Executive Meeting
Directives
Reporting
Audit Committee Office
*Committees related to internal controls
Risk฀Management฀Committee฀/฀Compliance฀Committee฀/฀Corporate฀Information฀Disclosure฀
Committee฀/฀Business฀Assessment฀Committee฀/฀Group’s฀Technology฀Strategy฀Council,etc.
Board of Directors
(management supervisory function)
Executive Office
(business executive function)
Construct and execute internal control systems
EmpowermentSupervise
Candidate
appointment
& dismissal
Reporting &
proposals CoordinationAudit
(reporting/directing฀function)
Audit mechanism
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 under-
standing, the Group has established an executive management struc-
ture that responds flexibly to changes in the market environment to
allow more rapid and appropriate decision-making on important mat-
ters. The Group also continues to improve its supervisory functions to
ensure greater management transparency and soundness.
Basic Approach
7 Non-Executive Officers
Nominating
Committee
Audit
Committee
Compensation
Committee
Director
(Chairman of the Board)
Outside Director
Outside Director
Outside Director
Outside Director
Director
Director
: Chairman
Directors serving as executive officers
(President and CEO, 1 senior managing executive officer and 2 senior executive officers)
Board of Directors (11 members)
Management Bases
Corporate Governance