Pentax 2013 Annual Report Download - page 48

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Copyright 2013 © HOYA CORPORATIONCopyright 2013 © HOYA CORPORATIONCopyright 2013 © HOYA CORPORATION
Corporate Governance
HOYA's Invisible Assets
Company with Committees Structure
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 as of March 31, 2013), 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.