Pentax 2012 Annual Report Download - page 37

• The Audit Committee Office shall be established to assist the Audit
Committee in its duties.
(ii) Matters concerning independence from the Executive Officers of Directors and
employees stated in the above item
• The regulations of the Company shall prescribe that the Audit Committee has
the power to appoint and dismiss staff members of the Audit Committee Office.
(iii) Systems required for reports to the Audit Committee, including reports by
Executive Officers and employees
• The Board of Directors Regulations were amended to require reporting of all
important matters to the Board of Directors, where Outside Directors comprise
the majority of Board members.
As a result, reports to the Board of Directors began to cover all important
matters. For this reason, no special stipulations are established regarding
matters that need to be reported to the Audit Committee.
(iv) Other systems to ensure the effectiveness of audits by the Audit Committee
• The Company shall position the Internal Audit Division under the Audit
Committee. The Internal Audit Division shall conduct audits focusing on onsite
audits according to the audit policies and plans adopted or approved by the Audit
Committee, and shall report to the Audit Committee as the occasion demands.
• Each internal organization shall promptly report information it retains or
manages at the request of the Audit Committee or the Internal Audit Division.
(2) Matters required for ensuring the adequacy of operations
(i) Systems concerning the storage and management of information about the
execution of duties by Executive Officers
• Efforts shall be made to adequately store and manage important matters,
including documents, records and minutes relating to applications for internal
approval, in accordance with laws, regulations and other standards.
(ii) Regulations and other systems concerning the management of the risk of loss
• Each organ and division shall try to identify and manage risks, and shall aim
for improvements as the occasion demands, taking into consideration the
instructions of the Internal Audit Division, etc.
(iii) Systems for ensuring the efficiency of duty performance by Executive Officers
• Each division shall carry out its operations according to the annual plan and
the quarterly budget adopted at meetings of the Board of Directors.
The HOYA Group shall ensure the efficiency of Group management by
evaluating the levels of target achievement every quarter and working to make
improvements as the occasion demands.
• Executive Officers shall be timely and precise in performing their duties based
on the decision-making system for their execution of duties, which covers their
standards for approving important matters.
(iv) Systems for ensuring compliance with laws, ordinances and the Articles of
Incorporation of the way duties are performed by Executive Officers and employees
• The HOYA Group shall secure systems relating to the HOYA Business
Conduct Guidelines that need to be observed by Directors and employees of the
HOYA Group.
(v) Systems for ensuring the adequacy of Group operations, including a given
company, its parent and its subsidiaries
• The HOYA Group shall observe across its organization the HOYA Business
Conduct Guidelines established based on the Management Policy and
Management Principles of the Group, and shall undertake educational activities
as required. The HOYA Group will reinforce the effectiveness of such activities
with the HOYA Help Line, an intra-Group system for reporting and counseling.