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HOYA's Invisible Assets Corporate Governance
Copyright 2013 © HOYA CORPORATION
(v) Systems for ensuring the adequacy of Group operations, including a given company,
its parent and its subsidiaries
•The HOYA Group shall observe across its organization the HOYA Business
Conduct Guidelines established based on the Management Policy and
Management Principles of the Group, and shall undertake educational activities
as required. The HOYA Group will reinforce the effectiveness of such activities
with the HOYA Help Line, an intra-Group system for reporting and counseling.
The Group shall operate this system not only in Japan but also overseas to
ensure the soundness of Group activities.
(3) System for ensuring reliability of financial reporting
The HOYA Group shall establish and manage a system of internal controls for financial
reporting and build a system for evaluating its financial reporting to ensure the reliability
of its financial reporting and valid, appropriate submission of internal control reports as
prescribed in the Financial Instruments and Exchange Act.
② Basic Policy against Anti-Social Forces
The Company's Board of Directors has passed the following resolution about basic
policy concerning anti-social forces.
The Company shall have no relationship with anti-social forces and will confront such
forces resolutely in association with professional organizations, in opposition to any
unreasonable demands of those forces.
Basic Policy
on Parties
that Control
Decisions
Concerning
Corporate
Finance
and Business
Policies
The Company does not have a specific basic policy in this regard. However, the
Company's basic view is as follows: The Company takes the view that judgment should
ultimately lie with shareholders when an acquisition proposal and the like is made with
the transfer of management control as its objective. No concrete threat regarding
acquisition has emerged so far. The Company has no intention to fix concrete
arrangements (so-called "countermeasures against takeovers") before the emergence
of any such proposal. The responsibility of management is not to take unnecessary
actions to defend companies from takeovers. As an entity that operates for the benefit
of its shareholders, the Company considers it crucial to increase the return of profit to
shareholders and increase its corporate value by constantly monitoring transactions of
its shares and changes to its shareholders, to improve its business performance and
increase its financial strength with the greater objective of achieving further growth.
If an acquisition or similar proposal is made, the Company considers it important to
provide the information shareholders require to make a judgment based on an
examination of the proposal made by the proposer. If the Company believes that the
proposal will not increase the corporate value of the Company and benefit the
common interest of its shareholders, it will clearly explain to the shareholders the
reasons that form the background to its position, and try to obtain the understanding
of shareholders.