Pentax 2013 Annual Report Download - page 54

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HOYA's Invisible Assets Corporate Governance
Copyright 2013 © HOYA CORPORATION
(iii) Systems required for reports to the Audit Committee, including reports by Executive
Officers and employees
•The Board of Directors Regulations were amended to require reporting of all
important matters to the Board of Directors, where Outside Directors comprise the
majority of Board members.
As a result, reports to the Board of Directors cover all important matters. For this
reason, no special stipulations are established regarding matters that need to be
reported to the Audit Committee.
(iv) Other systems to ensure the effectiveness of audits by the Audit Committee
•The Company shall position the Internal Audit Division under the Audit Committee.
The Internal Audit Division shall conduct audits focusing on onsite audits according
to the audit policies and plans adopted or approved by the Audit Committee, and
shall report to the Audit Committee as the occasion demands.
•Each internal organization shall promptly report information it retains or manages at
the request of the Audit Committee or the Internal Audit Division.
(2) Matters required for ensuring the adequacy of operations
(i) Systems concerning the storage and management of information about the execution
of duties by Executive Officers
•Efforts shall be made to adequately store and manage important matters, including
documents, records and minutes relating to applications for internal approval, in
accordance with laws, regulations and other standards.
(ii) Regulations and other systems concerning the management of the risk of loss
•Each organ and division shall try to identify and manage risks, and shall aim for
improvements as the occasion demands, taking into consideration the instructions
of the Internal Audit Division, etc.
(iii) Systems for ensuring the efficiency of duty performance by Executive Officers
•Each division shall carry out its operations according to the annual plan and the
quarterly budget adopted at meetings of the Board of Directors.
The HOYA Group shall ensure the efficiency of Group management by evaluating
the levels of target achievement every quarter and working to make improvements
as the occasion demands.
•Executive Officers shall be timely and precise in performing their duties based on
the decision-making system for their execution of duties, which covers their
standards for approving important matters.
(iv) Systems for ensuring compliance with laws, ordinances and the Articles of
Incorporation of the way duties are performed by Executive Officers and employees
•The HOYA Group shall secure systems relating to the HOYA Business
Conduct Guidelines that need to be observed by Directors and employees of
the HOYA Group.