Pentax 2008 Annual Report Download - page 35

Corporate Governance Structure
Election
Election
Execution of
Operations
Supervision
and advice
Members of the Board of Directors
Internal Directors
Hiroaki TanjiKenji Ema
Hiroshi Suzuki
President and CEO
Takeo Shiina
Yoshikazu Hanawa
Eiko Kono
Outside Directors
Director/Executive Officer,
Chief Financial Officer
Director/Executive Officer,
Chief Technology Officer
Outside Director,
Chairperson of the
Nomination Committee
Outside Director
Outside Director
Hiroshi Hamada
Yukiharu Kodama
Yuzaburo Mogi
Director/Executive Officer,
Chief Operating Officer
Outside Director,
Chairperson of the
Compensation Committee
Outside Director,
Chairperson of
the Audit Committee
General Meeting of Shareholders
Board of Directors
Compensation Committee
Secretariat
Nomination Committee
Secretariat
Audit Committee Secretariat Divisions
Executive Officers
President
Executive Officers
(Four internal directors)
Nomination Committee: Five outside directors
Audit Committee: Five outside directors
Collaboration and
mutual monitoring
Collaboration and
mutual monitoring
Compensation Committee: Five outside directors
Internal directors: four (serving concurrently as executive officers)
Outside directors: five
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 addition to striving to further strengthen its corporate
governance, the Hoya Group also devotes resources to the
development of sound internal control systems with the objective
of ensuring fitting and efficient business management. These
internal control systems are included in the day-to-day
administrative processes of each business division, and the various
business divisions bear the primarily responsibility for their
implementation, verification and improvement. The head of each
business division has the authority for managing that division and
the responsibility for improving business results. Each head is also
obligated to seek 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.
Concerning the development of control systems within each
business division, the 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
Internal Control Systems
HOYA ANNUAL REPORT 2008 33