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Transparent Governance
CORPORATE GOVERNANCE
Hoya separates management execution and oversight functions
with a view to increasing management efficiency. Furthermore,
in order to ensure that management is not based upon internal
corporate logic alone, the Company has also put in place a
highly transparent corporate governance system with active
participation by outside directors who perform a supervisory
role from the shareholders’ perspective.
CORPORATE GOVERNANCE FRAMEWORK
In June 2003, Hoya moved to a “company-with-committees”
management system as defined under the Companies Act of
Japan, establishing three committees—the Nomination Com-
mittee, the Compensation Committee and the Audit Commit-
tee—each distinct from the Board of Directors. The Companies
Act of Japan stipulates that a majority of the members of these
committees be outside directors; at Hoya, the committees are
composed exclusively of outside directors. Within the company-
with- committees framework, this system enables delegation of
decision-making authority from the Board of Directors to the
executive officers so that they can focus on speedy and efficient
management toward realizing improved business performance.
At the same time, the three committees composed of outside
directors provide enhanced powers of supervision and over-
sight over the executive officers to ensure overall soundness
and transparency of management.
Board of Directors
The Board of Directors comprises five outside directors and
three internal directors, for a total of eight directors. The Board
meets every month, excluding February and August. At meet-
ings, outside directors draw on their ample management expe-
rience and international perspectives to supervise and offer
advice to the executive officers in the execution of their duties
from a wide range of viewpoints.
Internal directors serve concurrently as executive officers.
Authority has been further devolved from the executive officers
to the heads of each business division, who are responsible for
day-to-day business operations in their respective areas of activ-
ity. These division heads make detailed reports on each division’s
status to the executive officers at monthly business reporting
meetings, at which strategies for responding to each issue are
discussed. Important matters are all reported to meetings of the
Board of Directors in order to ensure soundness of management.
The Three Committees
The Nomination Committee, Compensation Committee and
Audit Committee are composed exclusively of outside direc-
tors, who are assured independence from the executive officers,
and oversee their execution of duties from an impartial and fair
standpoint taking the shareholders’ perspective into account.
Directors
Takeo Shiina* Executive Advisor of IBM Japan, Ltd.
Yuzaburo Mogi* Representative Director, Chairman & CEO of
Kikkoman Corporation
Eiko Kono* Former Special Advisor of Recruit Co., Ltd.
Yukiharu Kodama* President of the Mechanical Social Systems Foundation
Itaru Koeda* Executive Advisor, Honorary Chairman of Nissan
Motor Co., Ltd.
Hiroshi Suzuki
Hiroshi Hamada
Kenji Ema
Executive Officers
Hiroshi Suzuki President & CEO
Hiroshi Hamada Executive Officer & COO
Kenji Ema Executive Officer & CFO
Hiroaki Tanji Executive Officer, Planning
Taro Hagiwara Executive Officer, Technology
*Outside directors
(As of June 16, 2009)
24 HOYA Annual Report 2009