Pentax 2012 Annual Report Download - page 32

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HOYA promotes management with the aim of maximizing its corporate value based
on the recognition that corporate governance is a matter of utmost importance for
management.
As the basis of taking a fair approach to stakeholders, we have adopted a
“company with committees” structure simultaneously with the revision of the
Companies Act, which enables us to better distinguish the execution and
supervision of management to prevent management from being conducted based
solely on in-house logic. We have also set forth in the Articles of Incorporation that
the majority of Directors consist of Outside Directors, who actively supervise
management by Executive Officers and provide advice in order to improve
corporate value from an objective and broad perspective. HOYA also gives
Executive Officers the authority and responsibility for the execution of operations, in
order to accelerate decision making and improve management efficiency.
HOYA corporation employs a “company-with-committees” management system,
which was created as a result of a legislative amendment in June 2003. Under the
“company — with - committees” management system, by giving executive officers
authority to manage business, business decision makings are accelerated. At the
same time, three committees - the Nomination Committee, the Compensation
Committee and the Audit Committee - were established, with a majority of the
members being outside directors (at HOYA, the committees are composed
exclusively of outside directors), to ensure the effectiveness of management
supervision by the Board of Directors. Adopting the “company-with-committees”
management system enables us to clearly separate the execution and supervision
of corporate management, whereas this was not possible with the previous
“company-with-auditors” system. Through this system, we aim to ensure efficient
management and improve the overall soundness and transparency of management.
HOYA's Board of Directors, in which Outside Directors comprise the majority of
Board members (7 Directors, consisting of 5 Outside and 2 Internal Directors as of
June 20, 2012), convene regular Board meetings 10 times a year as a general rule.
Each meeting of the Board of Directors involves lively discussions and deliberations
in a solemn atmosphere, with globally-minded Outside Directors with a wealth of
management experience supervising the execution of operations by Executive
Corporate Governance
“Company with Committees” Structure
Governance Structure
Board of Directors