Nikon 2013 Annual Report Download - page 24

CORPORATE GOVERNANCE AND CSR INITIATIVES
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Corporate Governance Organization
• Management System
Nikon manages its business through an in-house company
system that provides an integrated business structure
incorporating the Group companies. Nikon adopted the
Operating Officer system to allow management to be
more responsive to changes in the business environment.
A performance evaluation system was also brought in to
conduct a results-based evaluation and to strengthen the
relationship between performance and remuneration.
• The Board of Directors and Executive Committee
The Board of Directors makes prompt decisions on
matters of importance to the Nikon Group and monitors
the exercise of duties by directors. Two independent
outside directors have been invited to sit on the Board in
order to further strengthen the supervisory function.
The Executive Committee deliberates on and resolves
major issues regarding the general operation of company
business, internal controls, and management, in
accordance with the basic management policies as
Corporate Governance
The Nikon Group, in a global business environment, is strengthening corporate governance, improving
its internal control systems and solidifying its relationship of trust with stakeholders by enhancing
management efficiency and transparency.
determined by the Board of Directors. This body also
receives reports from each department regarding
critical matters.
• Compensation Committee
The Compensation Committee, which includes prominent
figures from outside the Nikon Group, was set up to raise
the objectivity and transparency of matters related to
directors’ compensation and to ensure that decisions on
remuneration are linked to the corporate financial results.
The obligations of this committee include examining and
proposing guidelines for directors' compensation and
other related systems.
• Corporate Auditors and the Board of Corporate Auditors
The members of the Board of Corporate Auditors
periodically attend important meetings, such as those of
the Board of Directors and the Executive Committee, in
order to supervise the execution of duties by the directors,
and to monitor and audit corporate management and the
directors. Three independent corporate auditors from
outside the Company have been invited to sit on the Board.
Corporate Governance Organization Diagram (As of the end of June 2013)
Cooperation
Cooperation
Audit
Board of Corporate Auditors
2 Corporate Auditors, 3 Outside Corporate Auditors
Board of Directors
8 Directors, 2 Outside Directors
Executive Committee
9 members including Directors
2 Standing Corporate Auditors also attend
● Business Conduct Committee
● Environmental Committee
Compensation Committee
Risk Management Committee
Export Control Committee
Representative Director, President
Operating Officers
Accounting Auditors
Finance & Accounting Department / Administration Department (Administration,
Legal Affairs and Corporate Compliance) / Internal Companies, etc.
Internal Audit Department
Audit
Audit
Report
Election and Removal
Audit
Election and Removal
CooperationCooperation
Group Auditors’
Meeting
Corporate Auditors
Support and Guidance
Audit
Election and Removal
Certified Public
Accountants
CSR Committee
General Shareholders’ Meeting
Group Companies