Konica Minolta 2015 Annual Report Download - page 63

Group Compliance Promotion System
Risk Management System
Group Auditing System
At Konica Minolta, the Chief Compliance Officer appointed by the
Board of Directors determines matters important for promoting
Group compliance and is responsible for promoting and overseeing
compliance under the President and CEO of Konica Minolta, Inc.,
who has ultimate responsibility for Group compliance. To fulfill that
responsibility, the Chief Compliance Officer convenes the Group
Compliance Committee, which is composed of officers responsible
for compliance from corporate departments in charge of Group-
wide functions.
To promote compliance in each department at Konica
Minolta, Inc., the General Manager of each department serves as
the official responsible for compliance; at subsidiaries inside and
outside Japan, the president of each subsidiary serves as the
official responsible for promoting compliance at each company.
Konica Minolta, Inc. has established a management system in
which the President and CEO is responsible for risk management
and crisis management. Executive officers are responsible for
managing strategic risks, operational risks, financial risks, and so
on. They identify and evaluate risks and develop and monitor
countermeasures in their respective spheres of management.
In addition, the Risk Management Committee, chaired by an
executive officer appointed by the Board of Directors, examines the
risks identified by each executive officer, as well as the
countermeasures in place, and checks to ensure that the risk
management system is functioning effectively, making revisions
where necessary. Risks deemed particularly important are
addressed by the Group under the leadership of executive officers
appointed by the Committee Chairperson.
Konica Minolta has established a system for minimizing the
business and social impacts of crises that may arise from a range
of risks, by taking prompt and appropriate action and by releasing
information. The Crisis Management Committee, chaired by the
executive officer for crisis management appointed by the Board of
Directors, discusses and formulates crisis countermeasures and
procedures for action. Furthermore, the emergency contact system
has been enhanced to enable the President and CEO, in addition
to the executive officer for crisis management, to assess the
situation and take decisions quickly. A system has also been
established to enable the President and CEO to take leadership in
critical areas in a crisis.
Konica Minolta Inc., which has adopted the “company with three
committees” framework, has established an Audit Committee,
while its subsidiaries in Japan have appointed their own respective
auditors. In addition, Konica Minolta Inc. has a Corporate Audit
Division, which conducts an internal audit of the entire Group.
The members of the Audit Committee and the Corporate
Audit Division, as well as auditors of the subsidiaries in Japan,
share related information and strengthen coordination of audit
activities across the Group. With the aim of ensuring effective
audits, the same parties hold regular meetings with the accounting
auditors, review auditing systems and policies, and examine
whether or not the accounting auditors can fulfill their tasks
properly.
• Audit Committee System and Roles
The Audit Committee is comprised of five directors (who do not
hold positions as executive officers), three of whom are outside
directors. The chairperson of the Audit Committee is selected from
among the outside directors. To ensure effective operation of the
committee, it has established its own office (Audit Committee
Office) with staff members who are independent of any sections
committed to actual business operations.
The Audit Committee members evaluate the legality and
validity of the management decisions made by directors and
executive officers, monitor and validate internal control systems,
and assess the adequacy of the accounting auditors. In principle, a
committee meeting is held before the meeting of the Board of
Directors, so that the committee members can present their
opinions to the meeting of the Board of Directors, if deemed
appropriate.
• Guidelines on Officer Ownership of Konica Minolta Shares
In order to provide incentives for the boosting of earnings results
and the Company’s share price from the perspective of
shareholders, Konica Minolta has established guidelines on
ownership of Konica Minolta shares by internal directors and
executive officers, along with stock options, as part of their
compensation system.
• Corporate Audit Division System and Roles
The Corporate Audit Division of Konica Minolta Inc., which directly
reports to the president and CEO, is responsible for the Group-
wide internal audit and performs internal audits of Konica Minolta
and its subsidiaries, as well as major overseas affiliated companies.
Using the risk approach, the division evaluates these companies in
terms of the reliability of their financial statements, efficiency, and
validity of their businesses and the level of their legal compliance.
The division also conducts follow-up audits in which it examines
improvement measures taken by respective companies in
response to suggestions provided by internal auditors.
In addition, major subsidiaries have their own internal audit
divisions which work closely with the Corporate Audit Division of
Konica Minolta Inc., and enhance the internal audit function of the
entire Group.
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KONICA MINOLTA, INC. Annual Report 2015
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