Konica Minolta 2015 Annual Report Download - page 33

-------------- Please tell us the selection criteria and role
expectations for outside directors.
Matsuzaki Konica Minolta’s selection criteria for outside
directors can be broadly broken down into five points. The first
is that they satisfy certain independency criteria. The second is
that, like Mr. Kondo, they have experience in operating an
organization, or alternatively, expertise in specific fields such as
technology or finance. The third is that they possess superior
insight, can ask the right questions, and are capable of
providing the right guidance regarding the Company’s
management. The fourth is that they have what it takes to be a
committee member or committee chairman. For example, the
individual has to be able to engage in discussions with officers
and accounting auditors through appropriate processes if they
become an Audit Committee member or Audit Committee
chairman. The fifth condition is that they are able to devote
sufficient time to serve as a director of the Company.
Furthermore, as a member of the Nominating Committee and
-------------- How do you provide explanations and information
to outside directors in order to obtain their understanding
of Konica Minolta’s businesses?
Matsuzaki When a Board of Directors meeting is held,
detailed materials are provided to all outside directors in
advance and we sometimes set up a pre-meeting to explain
particularly important matters on a one-to-one basis.
Kondo We are also provided the opportunity to attend
presentations of new products and technologies, as well as
tour research laboratories and plants.
Matsuzaki Additionally, following my appointment to
Chairman of the Board in 2014, upon a request from outside
directors to hold informal meetings, we began holding informal
initiated since the management integration between Konica
and Minolta.
Matsuzaki The origins of the current governance system can
indeed be traced back to before the integration. Tomiji
Uematsu served as Konica’s president until March 2001. After
stepping down, he briefly served as representative director and
Chairman of the Board. Mr. Uematsu reflected on his time as
president and became keenly aware that no system had been
introduced to check management more rigorously. The
opportunity came when Mr. Uematsu decided to give up the
right of representation and stepped down from the executive
role, switching to that of supervising management, where he
began working to strengthen governance with the cooperation
of legal experts.
Kondo In other words, rather than taking a passive approach
and doing something because the Companies Act was revised
or because a problem arose, Konica Minolta initiated corporate
governance autonomously based on an extremely democratic
and open philosophy that “those with authority should be
checked all the more carefully.”
Matsuzaki Exactly. Because a person devoted to
supervision decided to take on the role of flagman, we were
able to build a thorough governance system without having to
compromise.
participating in the selection of candidates for outside
directors, I think it is important to keep in mind that we should
select candidates for outside directors with a good balance of
specialties and people whose abilities fit the future important
management themes of the Company.
Kondo I don’t know if I meet all of those conditions, but
since I was appointed in 2011, I have certainly been able to
freely speak my mind as an outside director.
Matsuzaki We expect outside directors to check the
Company’s management using an outside perspective, so we
are most grateful to receive unreserved opinions. Mr. Kondo
provided us with valuable guidance when we decided the
withdrawal from glass substrates for HDDs business.
Kondo If discussions are held only between internal
personnel, sometimes it can be hard to reach decisions due to
being too devoted to a business or interpersonal relationship.
There is no emotional tie for outside directors such as
ourselves, so we can say without hesitation that businesses
where no improvements are anticipated should be eliminated.
Moreover, since I became an outside director, I also pointed
out the inefficiency of treating the Business Technologies
Business—which accounts for 70% of the Group’s sales—with
the same importance as other businesses. I believe this
feedback was thoroughly acted upon in April 2013 when the
corporate structure was reorganized.
Matsuzaki Many of the internal directors were also aware of
problems regarding the business structure. But outside
directors pointed them out without hesitating. I think there is a
great advantage to be had insofar as clarifying issues and
responding to them swiftly.
Strengthening the Ability of Each Business to
Increase Profits Further
Incorporating an Objective Perspective from
Outside the Company and Swiftly Responding to
Management Issues
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KONICA MINOLTA, INC. Annual Report 2015
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