Pentax 2012 Annual Report Download - page 33

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Officers and providing them with advice from various angles. Also at the meetings,
besides approving major business plans, a detailed information is provided to
outside directors through means such as presentations by division managers
regarding products and the competitive environment.
At HOYA, three persons - namely, the Chief Executive Officer (CEO), Chief
Financial Officer (CFO) and Executive Officer in charge of Technology - are
nominated by the Nomination Committee as candidates for Executive Officers and
elected at the meeting of the Board of Directors as of June 20, 2012 (CEO and CFO
concurrently serve as Internal Directors). Each of them oversees the execution of
operations in their respective jurisdictions determined by the Board of Directors, and
carry out decision-making in a speedy fashion. Respective persons responsible for
business divisions are instructed by the Executive Officers to formulate and execute
specific policies based on the management policies decided at the meetings of the
Board of Directors, and report the progress of businesses at the business reporting
meetings, which are held more or less each month.
The Board of Directors has internal organizations, namely, “Nomination
Committee”, “Compensation Committee” and “Audit Committee”, each of which
consists solely of Outside Directors.
Nomination Committee
The Nomination Committee, which is comprised of 5 Outside Directors, selects
candidates for Directors based on the “Basis for Election of Candidates for
Directors” and proposes the candidates to the General Meeting of Shareholders for
voting. It also selects candidates for Executive Officers and the Representative
Executive Officer, and proposes the candidates to the Board of Directors for voting.
As necessary, it makes decisions to propose the dismissal of Directors to the
General Meeting of Shareholders and the dismissal of Executive Officers to the
Board of Directors for voting.
●Basis for Election of Candidate for Directors (Outline)
Those with appropriate personalities and insights as director and with no health
problems in performing their duties. With regards to internal director candidates,
they must have a high level of specialized knowledge in our business, excellent
business decision-making ability and business execution ability, and excellent
leadership, decision-making, analytical, forward-thinking and policymaking skills.
Regarding candidates for outside directors, they must have extensive experience as
business managers or be in positions as professionals in law, accounting, finance
or similar fields. They must not have significant interests in the HOYA Group, be
able to maintain their independence and participate in at least 75% of HOYA
Group's board meetings.
●Criteria for Independence of Candidates for Directors
The Committee sets out the criteria for independence of candidates for Directors,
which is stricter than the rules by Tokyo Stock Exchange so that a function of
overseeing Executive Officers required to outside Directors is secured.
Executive Officers
Committees