Konica Minolta 2015 Annual Report Download - page 61

Appointment of Directors
• Operations of Board of Directors
The Board of Directors includes four outside directors, who are
highly independent and have no significant business relationship
with the Konica Minolta Group. The majority of directors do not
serve concurrently as executive officers.
In principle, the Board of Directors meets once a month.
Outside directors receive advance briefings on agenda items in
order to facilitate lively discussions at meetings of the Board of
Directors. In particular, explanations of important management
decisions are provided by relevant executive officers. The seating
configuration changes at each Board meeting, except for the
Chairman of the Board and the President, in an effort to encourage
communication among board members and enliven the
proceedings.
In fiscal 2014, the overall attendance by outside directors at
meetings of the Board of Directors and of its three committees
exceeded 90%. Every year, each board member provides an
evaluation of the Board of Directors, which serves as a general
review of the composition and administration of the Board and its
three committees, as well as other matters. The evaluation by each
board member is summarized and discussed by the outside
directors, chairman, president, and other directors in an effort to
enhance corporate governance.
• Executive Officers
The executive officers perform decision-making and business
execution, as entrusted by the Board of Directors. The content of
this business execution is subject to the oversight of the Board of
Directors and to audits by the Audit Committee, which enhances
effectiveness, validity, legality and soundness of the management.
The Board of Directors appoints the Company’s executive
officers and selects the Representative Executive Officer and the
President, as well as other executive officers in positions of
responsibility, from among these officers. The division of executive
duties is also determined by the Board. The Representative
Executive Officer and President and other executive officers
perform decision-making on and execute the business entrusted
by the Board.
• Ensuring the Independence of Outside Directors
In selecting outside directors, the highest priority is placed on their
independence, as well as on their experience in corporate
management (or in similar management positions at public/
academic institutions), which will enhance the supervisory functions
of the Board of Directors. There are written criteria on the
independence of outside directors, stipulating, among other things,
that eligible candidates shall have no significant business relations
with the Group or personal relationships with its executive officers.
At the same time, it is preferable that outside directors have
experience in corporate management, since their role on the Board
of Directors includes decision-making regarding management
issues, as well as the supervision of corporate management.
In order to ensure the independence of outside directors,
during the selection stage for new outside directors,
recommendations are taken from the outside directors currently
serving. To address the concern that long-serving outside directors
have less independence, Konica Minolta limits their re-nomination
to a four-year term of office in principle.
In June 2015, Mr. Hiroshi Tomono was appointed as a new
outside director. All four outside directors have been appointed as
independent executives in compliance with regulations established
by the Tokyo Stock Exchange.
• Nominating of Director Candidates
The Nominating Committee determines internal and outside director
candidates to be put before the General Meeting of Shareholders,
according to the following selection criteria.
For the selection of internal director candidates, the Nominating
Committee can obtain the opinion of a president who is thoroughly
familiar with the careers and track records of the candidates.
1. Good physical and mental health
2. A person that is well liked, dignified, and ethical
3. Completely law-abiding
4. In addition to having objective decision-making abilities
for management, the person must have good foresight
and insight
5. Someone with no possible conflict of interest or outside
business relations that may affect management decisions
in the Company's main business areas, and who has
organizational management experience in the business,
academic, or governmental sectors. Otherwise, someone
with specialized knowledge in technology, accounting,
law, or other fields
6. For outside directors, a candidate with a history of
performance and insight in that person's field, someone
with sufficient time to fulfill the duties of a director, and
who has the ability to execute required duties as a
member of the three relevant committees
7. The Nominating Committee has separately set forth
points for consideration in the re-election of Directors
and requirements concerning the number of terms of
office, age and other factors. Especially, in principle,
existing terms of office for Outside Directors are up to
four years
8. In addition, the candidate must have the abilities
necessary for a director running and building a public
corporation that is transparent, sound, and efficient
cannot be appointed to an Audit Committee position under the
provisions of the Companies Act and will not be selected by the
Company for a position on the Nominating or Compensation
Committees.
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KONICA MINOLTA, INC. Annual Report 2015
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