Nikon 2014 Annual Report Download - page 46

Compensation Committee
The Compensation Committee, which includes experts from
outside the Nikon Group, was established to enhance the objec-
tivity and transparency of matters related to compensation of
directors, offi cers, and corporate auditors and to ensure that
decisions on remuneration are linked to corporate fi nancial
results. The obligations of this committee include examining
and proposing guidelines for the compensation of directors,
offi cers, and corporate auditors and other related systems.
Corporate Governance
Management System
The Nikon Group carries out its business through a divisional
organization under the direct control of the president. We have
also established a management system that responds swiftly to
changes in the business environment through our offi cer system.
Board of Directors and the 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 also sit
on the Board to strengthen the supervisory functions of the
Board of Directors.
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 determined by the Board of
Directors. This body also receives reports from each department
regarding critical matters.
Board of Corporate Auditors
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 directors as well
as to perform monitoring and auditing of corporate management
and directors. Two independent external corporate auditors are
also invited to Board of Corporate Auditors.
Nikon’s Corporate Governance Organization (As of June 27, 2014)
Attendance at Meetings of the Board of Directors and Board of
Corporate Auditors by External Directors and External Corporate Auditors
(Year ended March 31, 2014)
Category Name
Attendance at
Meetings of the Board
of Directors
Attendance at
Meetings of the Board
of Corporate Auditors
External
directors
Kenji Matsuo Present at 12 of
13 meetings —
Koukei Higuchi Present at 12 of
13 meetings —
External
corporate
auditors
Susumu Kani Present at 13 of
13 meetings
Present at 8 of
8 meetings
Haruya Uehara Present at 12 of
13 meetings
Present at 8 of
8 meetings
Hiroshi Hataguchi Present at 13 of
13 meetings
Present at 8 of
8 meetings
* Mr. Susumu Kani resigned from the position of corporate auditor as of June 27, 2014.
General Shareholders’ Meeting
Board of Corporate Auditors
Accounting Auditors
Group Companies
Audit Corporation, etc.
CSR Committee
◆ Business Conduct
Committee
◆ Environmental
Committee
Board of Directors
Representative Director, President
Offi cers
Females: 0, Non-Japanese: 0
Audit
Audit
Audit
Cooperation
Cooperation
Audit
Report
Election and
Removal
Election and
Removal Election and Removal
Support and Guidance
Number of Female and Non-Japanese Directors, Corporate Auditors,
and Offi cers of Nikon Corporation
MANAGEMENT SYSTEM
Audit
Cooperation
Cooperation
Internal Audit Department
Compensation
Committee
Executive Committee
Full-time Directors and Standing Corporate Auditors, etc.
Corporate Auditors Group Auditors Meeting
Finance & Accounting Department / Administration Department
(Administration, Legal Affairs, and Corporate Compliance) / Business Divisions, etc. Risk Management
Committee
Export Control
Committee
44 NIKON REPORT 2014