Pentax 2012 Annual Report Download - page 42

Outside Director, Chairman of the Compensation Committee, member of
Nomination Committee and member of Audit Committee
Eiko Kono (Formerly, Special Advisor to RECRUIT Co., Ltd.)
Outside Directors Help Steer the Ship With a Sense
of Ownership
I chose to accept the position of outside director at HOYA Corporation because I
was impressed by what CEO Suzuki told me the first time I met him. He said, “It
is not me making this request; the other outside directors say we want Ms. Kono.”
At the time, the position of outside director itself was not very common. So I
perceived a great deal of discipline with regard to governance in the fact that the
company was choosing a new outside director not by calling on personal
acquaintances but by following the recommendation of the other outside
directors.
And when I actually took up the position, there were other things that impressed
me as well. The same is true today, but all the outside directors, myself included,
were either corporate executives or former executives. I think this is extremely
rare in Japan. There are companies with attorneys or certified public accountants
as outside directors, but HOYA has put priority on capabilities that are inherently
possessed by executives with hard-won experience on the frontlines of corporate
management. The five current outside directors have vast and diverse experience
and knowledge that is brought to bear in overseeing and assessing management.
I feel the company's governance system truly meets global standards.
What particularly strikes me on a regular basis is the fact that the outside
members survey management from every conceivable angle with a sense of
ownership. The members offer various opinions within the scope of their
knowledge as a matter of course, but they also take the discussion to another
level by debating whether the best practices of other companies are being
effectively incorporated and at times whether research and development is
heading in the right direction. This approach is the natural result of every outside
director engaging in the job as if they themselves were managing HOYA.
The days of Japanese companies experiencing soaring growth like they used to
are for the most part over. Emerging countries are catching up and the strong yen
is producing a headwind, so not even all of HOYA's businesses are necessarily
performing well. This is precisely the reason why clarifying and openly discussing
problems is so important. HOYA's Board of Directors meetings take place in an
exceptionally open and fair atmosphere. Problems are put on the table without
reservation and discussed with all due seriousness. This ensures that problems
even in businesses that are not in good shape are brought to the attention of the
Board and not concealed by executives. In this sense, the process I think reflects
the fact that the internal directors (executives) really understand the point of
governance.
From my perspective as an outside director, one of the tasks facing HOYA is
development of human resources. It could be said that the main mission of
corporate executives is to train the next set of executives. Internal personnel
development is important, but the most significant challenge is how to actively
Comments from Outside Directors