Pentax 2013 Annual Report Download - page 49

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HOYA's Invisible Assets Corporate Governance
Copyright 2013 © HOYA CORPORATION
Executive Officers
Committees
Nomination
Committee
Board of Directors
HOYA's Board of Directors, in which Outside Directors comprise the majority of Board members (a total of 7
Directors, consisting of 6 Outside and 1 Internal Director as of June 21, 2013), convene regular Board meetings
10 times a year as a general rule. Each meeting of the Board of Directors involves lively discussions and
deliberations in a solemn atmosphere, with globally-minded Outside Directors with a wealth of management
experience supervising the execution of operations by Executive Officers and providing them with advice from
various angles. Also at the meetings, besides approving major business plans, detailed information is provided
to outside directors through means such as presentations by division managers regarding products and
business environment.
At HOYA, five persons - namely, the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Executive Officer
in charge of Technology , Chief Operating Officer (COO) in charge of Information and Technology, and Chief
Operating Officer (COO) in charge of Life Care - are nominated by the Nomination Committee as candidates for
Executive Officers and elected at the meeting of the Board of Directors as of June 21, 2013 (CEO concurrently
serves as Internal Director). 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.
The Nomination Committee, which is comprised of 6 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.