Pentax 2012 Annual Report Download - page 34

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To ensure the independence of candidates for outside directors, candidates must
not fall under any of the categories below.
<Those related to the HOYA Group>
・ Those who previously worked for the HOYA Group
・ Those who have a family member (spouse, child or blood relatives or in-laws up
to the second degree) who have held the position of a director, executive officer,
auditor or management employee in the past 5 years.
<Those related to a big business partner>
・ Those who are operating officers, executive officers or employees of HOYA
Group's important clients who make up 2% or more of HOYA's consolidated sales
in the past 3 consecutive years; or if the HOYA Group is an important client who
makes up 2% or more of the consolidated sales of the candidate's enterprise group
in the past 3 consecutive years.
<Those who provide professional services (lawyers, chartered accountants,
certified tax accountants, patent attorneys, judicial scriveners and those in
similar professions.)>
・ Those who have received remuneration of JPY5 million or more per year from the
HOYA Group in the past two years.
<Other categories>
・ When directors are mutually dispatched between HOYA and other
companies/organizations
・ If the candidate's company has any other important interests within the HOYA
Group
Compensation Committee
The Compensation Committee, which is comprised of 5 Outside Directors, builds a
remuneration structure that gives more incentives to Directors and Executive
Officers and assesses their work in an appropriate manner, with the aim to help
improve HOYA's business performance. The Compensation Committee determines
the remuneration of Directors and Executive Officers on an individual basis in
accordance with the following policies.
●Remuneration etc. for the Director of the Company
(i) Basic Policy
The Company has established a Compensation Committee with the objective of
“contributing to improvement of results of the Company by constructing a
remuneration system that raises motivation among Directors and Executive Officers
and by appraising their performance appropriately.” The Committee is made up of
all of 5 Outside Directors who are not Executive Officers of the Company.
(ii) Policy concerning remuneration for Directors
The remuneration of Directors consists of a fixed salary and stock options.
The fixed salaries consist of a basic compensation and compensation for being a
member or a chairman of the Nomination, Compensation or Audit Committee. The
compensation levels are set appropriately by taking into consideration such factors
as the Company's business environment and the levels set by other companies as
determined by a survey conducted by an outside professional organization.
(iii) Policy concerning remuneration for Executive Officers
The remuneration of Executive Officers consists of a fixed salary, performance-
based compensation and stock options.
Fixed salaries are set appropriately according to the office and responsibility of