Canon 2015 Annual Report Download - page 23

CANON ANNUAL REPORT 2015 21
STRATEGY BUSINESS SEGMENT CORPORATE STRUCTURE FINANCIAL SECTION CORPORATE DATA
policy for an internal control system) and other important man-
agement matters. Furthermore, the Board receives reports on
a regular basis and otherwise as necessary on the execution of
operations by representative directors and executive offi cers
under the direction of the representative directors and it over-
sees the execution of these operations.
As of fi scal 2015, the Board of Directors consisted of 17
directors. However, it was resolved at the 115th Ordinary
General Meeting of Shareholders held on March 30, 2016 to
change to a structure with a total of six directors, compris-
ing four directors from Canon career veterans and two outside
directors who are independent directors*.
Executive offi cers are responsible for the execution of oper-
ations as a group executive or chief executive in charge of one
or more of the Company’s main operations. Meanwhile, the
Board of Directors consists of representative directors with years
of experience at the Company who manage multiple divisions
and functions, along with independent outside directors who
have impartial perspectives on management that would differ
from those of Canon career veterans. With this compact Board,
Canon aims to speed up its management via a rigorous system
centered on decision-making from a high-level, all-around per-
spective and oversight of execution of operations.
The responsibilities of the four representative directors are
divided as follows. The Chief Executive Offi cer (CEO) is responsi-
ble for overall management of the Group as a whole, while the
Chief Operating Offi cer (COO) manages the Group’s businesses
under the policies set by the CEO and serves as the president
of the Company. The Chief Financial Offi cer (CFO) oversees the
Group’s fi nancial matters, and the Chief Technical Offi cer (CTO)
oversees technology and R&D.
As of April 1, 2016, there will be 37 Executive Offi cers,
including two women and two with foreign citizenship.
*Independent directors: Stock exchanges in Japan require listed com-
panies to appoint outside directors and/or outside Audit & Supervisory
Board members and to report their name. Outside directors and Audit
& Supervisory Board members should have no possible conflict of inter-
ests with regular shareholders. People related to the parent company or
major business partners, consultants who receive large remunerations
from the company, and their close relatives cannot be selected as inde-
pendent directors.
Corporate Strategy Committee,
Risk Management Committee, and
Disclosure Committee
The Corporate Strategy Committee, consisting of
Representative Directors and some Executive Offi cers, functions
as an advisory body to the CEO. Among items to be decided
by the CEO, the Committee undertakes prior deliberations
on important matters pertaining to Canon Group strategies.
Outside directors and outside Audit & Supervisory Board mem-
bers attend the Corporate Strategy Committee meetings and
proffer their opinions.
Based on its policy on establishment of an internal control
system, the Company set up the Risk Management Committee,
Directors and Audit & Supervisory Board Members (as of April 1, 2016)
Representative Director
Chairman & CEO
Fujio Mitarai
Representative Director
President & COO
Masaya Maeda
Representative Director
Executive Vice President & CFO
Toshizo Tanaka
Group Executive of Human Resources Management &
Organization Headquarters
Representative Director
Senior Managing Director & CTO
Shigeyuki Matsumoto
Group Executive of R&D Headquarters
Directors
Kunitaro Saida (Outside)
Attorney
Haruhiko Kato (Outside)
President & CEO of Japan Securities Depository
Center, Incorporated
Audit & Supervisory Board Members
Makoto Araki
Kazuto Ono
Tadashi Ohe (Outside)
Osami Yoshida (Outside)
Kuniyoshi Kitamura (Outside)
Note: Although this annual report is for FY2015, the above list of Directors and Audit & Supervisory Board members is as of April 1, 2016.