Pentax 2007 Annual Report Download - page 29

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and submits them to the Board of Directors for its decision. It also
takes decisions on the referral to Shareholders’ Meetings of
proposals to relieve directors of their posts, and it takes decisions
on the referral to the Board of Directors of proposals to relieve
executive officers of their posts. The Committee lays down the
standards for the selection of candidates for appointment as
directors, and it ensures that appointments are appropriate. In
particular, in relation to the nomination of outside directors, in
addition to requiring appropriate standards of knowledge,
experience and field of specialization, the Committee also
maintains the strictest standards relating to any interests
candidates may have in the Hoya group.
● 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. The remuneration package of each Director
is composed of a fixed salary, results-based remuneration and
stock options. Each package is decided based on a consideration
of such factors as prevailing business conditions, financial results
and standards adopted by other companies.
● Audit Committee
The Audit Committee, following the audit objectives and audit
plans decided upon by the same Committee, verifies the financial
statements of the Company on the basis of reports received
from outside auditors. In addition, it conducts hearings of the
results of operational audits made by the Audit Department,
verifying the soundness, lawfulness and efficiency of the
Company’s operations. All items of significant interest are
reported to the Board of Directors, and action is taken according
to need. In order to ensure the effectiveness and efficiency of
the work for which the Audit Committee is responsible, an Audit
Department with full-time staff members has been established as
a support organization.
Internal Control Systems
In addition to striving to further strengthen its corporate
governance, the Hoya Group also devotes resources to
development of sound internal control systems with the objective
of ensuring fitting and efficient business management. These
internal control systems cover the day-to-day administrative
processes of each business division, and the various business
divisions are mainly responsible for their implementation,
verification and improvement. The head of each business division
has both the authority and the responsibility for managing that
division and for improving business results. Each head is also
responsible for seeking to further improve internal control systems,
with the objectives of maintaining compliance, the effectiveness
and efficiency of work practices, the reliability of financial reporting,
and the integrity of management assets. Each business is
responsible not only for increasing efficiency and effectiveness to
improve business results, but also bears responsibility as a
corporate citizen for the legality and propriety of its operations. By
meeting these obligations, Hoya’s value is undoubtedly raised in
the eyes of society.
Touching now upon the development of control systems
within each business division, the actual operating environment
differs according to the business. Factors that can differ include
methods of improving and developing the control environment,
and the risk evaluation and response systems in the workplace.
This also extends to the ways control processes are audited and
improved. For these reasons, the control systems that operate
within each business division and each office are those that are
deemed to be the most appropriate and most effective ones for
each environment.
The Audit Department at Hoya Group Headquarters is
responsible for the regular auditing and verification of administrative
processes for each division and business office from an independent
standpoint. It conducts operational audits, checks that internal
●Corporate Governance Structure
●Members of the
Board of Directors
Internal Directors: 3
(serving concurrently as
executive officers)
Outside Directors: 5
Collaboration and
mutual monitoring
Collaboration and
mutual monitoring
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
Election
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
●
1994
1995
1999
2000
2001
2003
to present
10
8
7
6
6
8
Year Total number of directors
Execution of
operations
ElectionSupervision and advice