Pentax 2009 Annual Report Download - page 27

Download and view the complete annual report

Please find page 27 of the 2009 Pentax annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 94

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94

Corporate Governance Structure
• Nomination Committee
The Nomination Committee decides on the selection of candi-
dates for appointment as directors and executive officers in
accordance with selection standards, and submits nominations
to the Board of Directors for approval. The committee also cre-
ates standards, based on which it evaluates the execution of
duties by executive officers and reports the results to the Com-
pensation Committee. When necessary, the Nomination Com-
mittee refers proposals to relieve directors of their posts to the
General Meeting of Shareholders, and refers proposals to relieve
executive officers of their posts to the Board of Directors.
• Compensation Committee
The Compensation Committee prepares the remuneration
system that incentivizes directors and executive officers. It was
established with the objective of contributing to improved
financial performance for Hoya, by undertaking fair and accu-
rate evaluations of results. The remuneration package for each
General Meeting of Shareholders
Board of Directors
The Three Committees
Divisions
Internal directors: 3 (serving concurrently as executive officers)
Outside directors: 5
Execution of
operations
Election
Election
Election
Impartial judgement
(ensure transparency)
Supervision
and advice
Collaboration
Collaboration
Nomination Committee
Secretariat
Compensation Committee
Secretariat
Audit Committee Secretariat
Nomination Committee: 5 outside directors
Compensation Committee: 5 outside directors
Audit Committee: 5 outside directors
Executive Officers
President
Executive Officers
director includes a fixed salary, results-based remuneration and
stock options. Each package is decided based on consideration
of such factors as prevailing business conditions, financial
results and standards adopted by other companies.
• Audit Committee
The Audit Committee formulates the audit policy and audit
plans for each fiscal year, and receives the interim and final
reports from the certified public accountants to verify the finan-
cial statements. In addition, it conducts hearings of the results of
operational audits carried out by the Audit Department, verify-
ing 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 as needed.
INTERNAL CONTROL SYSTEM
In addition to striving to further strengthen corporate gover-
nance, the Hoya Group also works toward the development of
25
HOYA Annual Report 2009