Pentax 2015 Annual Report Download - page 13

My role is to catch the attention of the executive officers and make them feel a
sense of positive tension to keep them on their toes. That is the most-
important role of the outside directors.
I think our role as outside directors is to provide a checking function to confirm
whether management is building healthy relationships with shareholders,
employees, business partners, and other stakeholders. We should make the
executive officers, who are responsible for business execution, feel a sense of
positive tension and let them know that matters will not move forward if the
outside directors are not persuaded. We should also encourage them to pay
attention when there is a gap between what is regarded as common sense inside
the Company versus common sense on the outside. I think the roles required of
outside directors are “catching the attention of and creating positive tension”
among the executive officers. I think the Board of Directors of HOYA are
explanations, and all the outside directors express their opinions.
As a “company-with-nomination committees,” HOYA has three committees, namely, the Nomination Committee,
Compensation Committee, and Audit Committee. All the members of these committees, including the chairperson,
are outside directors. The Nomination Committee, consisting entirely of outside directors, selects the candidates
for outside director and functions independently of the president. The Compensation Committee functions
effectively, basing its decisions on clearly defined criteria for calculating directors’ bonuses, and provides
explanations of the decision process.
On the other hand, for systemic reasons, the Audit Committee seems to have issues to address. The audit
committees in a company-with-nomination committees differ from companies with full-time statutory auditors,
and, in part because they cannot look into the daily affairs of the company in detail, I think it is necessary for them
to be involved from the early stages when various reports are received from the accounting auditors. In view of
this, I believe consideration should be given to the best ways of assuring the quality of auditing in companies with
audit committees.
One indispensable element for HOYA to attain sustainable growth is human resources, especially employing a
variety of young people. Another important element will be creating a work environment where it is easy for young
people to work and be motivated as well as bring new people up in the organization.
Messages from the Outside Directors
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