Pentax 2006 Annual Report Download - page 29

Collaboration and
mutual monitoring
Collaboration and
mutual monitoring
Corporate Governance

Corporate Governance Systems
In June 2003, Hoya instituted a company-with-committees system.
Three committees—the Nomination Committee, Compensation
Committee and Audit Committee—were established. Through its
resolve to strengthen supervisory functions and to broadly
devolve authority from the Board of Directors to executive
officers, the Company has set up a system that helps executive
officers improve business results by allowing them to manage
operations in a more timely and efficient manner.
The Board of Directors and the Three
Committees
The eight-member Board of Directors comprises five outside
directors and three internal directors. To guard against the
potential for stagnation in the Board of Directors system, and to
ensure lively debate, Hoya has since 1989 been gradually reducing
the number of its directors. From a total of 17 in 1989, numbers
have fallen to the current eight. Further, to achieve greater
freedom of expression that is unconstrained by internal
hierarchical structures or personal relationships, the Company has
invited outside directors to participate in its management since
1995. Outside directors provide operational supervision and
advice. The membership of the Nomination Committee, the
Compensation Committee and the Audit Committee consists
exclusively of the outside directors, to further strengthen the
supervisory function.
Nomination Committee
The Nomination Committee is responsible for the nomination of
directors and executive officers and for relieving them of their posts if
necessary. Authority to appoint the President and to remove him from
his post if necessary is also held by the outside directors, who represent
all shareholders.
Compensation Committee
The Compensation Committee prepares the remuneration system that
boosts incentives for the directors and executive officers. It was
established with the objective of contributing to improved financial
performance for Hoya, by undertaking fair and accurate evaluations
of results.
Audit Committee
The Audit Committee verifies the financial statements of the Company
on the basis of reports received from outside auditors. It also audits
internal control systems and undertakes audits of business activities,
assets, and others.
Corporate Governance Structure
Internal Directors: 3
(serving concurrently as
executive officers)
Outside directors: 5
Divisions
(Board of Directors) (Executive Officers)
Compensation Committee
5 outside directors
Nomination Committee
5 outside directors
Audit Committee
5 outside directors
President
Executive Officers
(3 internal directors)
General Meeting of Shareholders
Compensation
Committee
Secretariat
Nomination
Committee
Secretariat
Audit
Committee
Secretariat
Yukiharu Kodama
Outside Director,
Chairperson of the
Audit Committee
Takeo Shiina
Outside Director,
Chairperson of the
Nomination
Committee
Yuzaburo Mogi
Outside Director,
Chairperson of the
Compensation
Committee
Yoshikazu Hanawa
Outside Director
Eiko Kono
Outside Director
Hiroshi Suzuki
President and CEO
Kenji Ema
Director/Executive Officer,
Chief Financial Officer
Hiroaki Tanji
Director/Executive Officer,
Chief Technology Officer and
Strategy & Business
Development
Hoya treats corporate governance as one of its most vital management principles. Based on its fundamental vision that
“companies are owned by their shareholders,” the Company conducts its corporate management with the goal of
maximizing shareholder value. To ensure it does not operate according to internal management philosophies alone, Hoya
was quick to adopt a system of outside directors who represent shareholders. While enhancing its systems of corporate
governance, the Company has also separated management and execution functions to accelerate decision-making.
ElectionSupervision and advice
Execution of
operations
Election
Members of the
Board of Directors