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HOYA's Invisible Assets Corporate Governance
Copyright 2013 © HOYA CORPORATION
Internal Control System
Audit
Committee
Frameworks
and Policies
Concerning
Internal Control
Systems
In addition to striving to further strengthen corporate governance, HOYA also works toward the development of
sound internal control systems with the objective of ensuring appropriate and efficient business management.
Each business division and facility develops and improves the control environment, evaluates and responds to
risk, and verifies and improves the control processes to ensure that the control systems that operate within each
division and facility are the most appropriate for their operating environment. The head of each business division
has managerial authority and is responsible for improving the business results. Each head is also obligated to
seek to further improve internal control systems, with the objectives of maintaining compliance, effectiveness
and efficiency of work practices, the reliability of financial reporting and the integrity of management assets. The
Audit Department at HOYA Global Headquarters is responsible for the regular auditing and verification of
administrative processes for each division and business office from an independent standpoint. It conducts
operational audits, checks that internal control systems are functioning as they should, ensures that there is no
dishonesty, and checks for areas for potential improvement. Problems that come to light as a result of audit
procedures become the subject of a recommendation for improvement. Particularly important matters are
reported to the Audit Committee and the Board of Directors, as well as to the Executive Officers. The Executive
Officers decide upon and issue directives for speedy, appropriate responses.
The Audit Committee, which is comprised of 6 Outside Directors, formulates the audit
policies and audit plans for each fiscal year, and verifies financial statements, etc. based
on the quarterly reports and year-end reports received from the Independent Auditor
according to such policies and plans. It also interviews the Internal Audit Division to
obtain the results of operational audits, and verifies the soundness, legality, efficiency,
etc. of management. All important matters are reported to the Board of Directors, and
countermeasures are taken as necessary.
① System for Ensuring Adequacy of Operations:
Contents of the resolutions the Board of Directors of the Company made with regard to
internal control systems set out in (b) and (e) of first item, first paragraph, Article 416 of
the Companies Act and Article 112 of the Ordinance for Enforcement of the Companies
Act are as follows:
(1) Important matters in the execution of duties by the Audit Committee
(i) Matters concerning Directors and employees assisting the Audit Committee in its
duties
•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.