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HOYA's Invisible Assets Corporate Governance
Copyright 2013 © HOYA CORPORATION
●Basis for Election of Candidate for Directors (Outline)
Those with appropriate personalities and insights as director and with no health
problems in performing their duties. With regards to internal director candidates, they
must have a high level of specialized knowledge in our business, excellent business
decision-making ability and business execution ability, and excellent leadership,
decision-making, analytical, forward-thinking and policymaking skills.
Regarding candidates for outside directors, they must have extensive experience as
business managers or be in positions as professionals in law, accounting, finance
or similar fields. They must not have significant interests in the HOYA Group, be
able to maintain their independence and participate in at least 75% of HOYA
Group's board meetings.
●Criteria for Independence of Candidates for Directors
The Committee sets out the criteria for independence of candidates for directors, which
is stricter than the rules by Tokyo Stock Exchange so that a function of overseeing
executive officers required to outside directors is secured.
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, children or blood relatives or in-laws up to
the second degree) who has held the position of a director, executive officer, auditor or
management employee in the past 5 years.
<Those related to a significant 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 5 million yen or more per year from the
HOYA Group in the past 2 years.
<Other categories>
•When directors are mutually dispatched between HOYA and the candidate's company
or organization.
•If the candidate's company has any other significant interests within the HOYA Group.