Nikon 2016 Annual Report Download - page 40

38 NIKON REPORT 2016
Corporate Governance
Based on its corporate philosophy, the Nikon Group will carry out
highly transparent management through fullling its duciary respon-
sibilities towards shareholders as well as responsibilities towards
stakeholders including customers, employees, business partners,
and society, etc., with a sincere and diligent attitude.
The Nikon Group will strive to achieve sustainable growth and
enhancement of its corporate value over the medium to long term,
through improving management efciency and transparency and fur-
ther strengthening the supervisory function over management in light
of the purpose of Japan’s Corporate Governance Code.
Basic Concept Relating to Corporate Governance
Board of Directors
Internal Audit Department
Accounting Auditor
Risk Management Committee
Export Control Committee
• Business Conduct Committee
• Environmental Committee
Compensation Committee
Election and Removal
Cooperation Cooperation
Cooperation
Election and Removal Election and Removal
Supervise
Audit
Accounting Audit
Audit and Supervise
Audit and Supervise
Report Findings
Report
The Board of Directors supervises management by directors and
assumes the decision-making functions on the matters prescribed
under laws and regulations and the Articles of Incorporation of the
Company, as well as the important matters concerning the Nikon
Group. For the purpose of clarifying the scope of delegation to the
executive directors and ofcers while ensuring prompt decision-
making and management by the executive directors and ofcers, the
Company specically sets out the matters subject to deliberation at
the Board of Directors in the criteria for matters subject to deliberation
and report at the Board of Directors. For example, the Board of
Directors makes decisions on matters concerning important manage-
ment, including the basic management policies, the Medium-Term
Management Plan, the annual plan, the Basic Policy on Internal
Control System, and investments and loans exceeding a certain
amount. Moreover, in order to further strengthen the supervisory func-
tion of the Board of Directors, the Company has appointed four inde-
pendent external directors (including three Audit and Supervisory
Committee members).
Board of Directors
Nikon’s Corporate Governance Organization (As of June 29, 2016)
Executive Committee
Ofcers
Each department / Group companies
Regarding corporate governance as an important management issue,
Nikon has been working to enhance its necessary systems. However,
to achieve sustainable growth in the years to come and an improve-
ment in corporate value over the medium to long term, as well as to
better fulll its responsibilities to all its stakeholders, the Company is
attaching importance to three areas: more efcient management,
improved transparency, and the strengthening of the supervisory
function of management. For that reason, in addition to working to
clarify executive responsibility and improving decision-making effi-
ciency by the delegation of authority, the Group transitioned to a
company with an audit and supervisory committee, which will enable
further separation of business management and supervisory duties,
to realize the further enhancement of the Board of Directors’
supervisory functions.
Audit and Supervisory Committee
CSR Committee
President and Representative Director
General Shareholders Meeting
Transition to Being a Company with an Audit and Supervisory Committee
38 NIKON REPORT 2016