Corporate Governance

Basic Concept

The Konica Minolta Group believes that strengthening corporate governance is a vital part of fulfilling its responsibilities to stakeholders. With the aim of increasing corporate value, the Group has created a management and governance structure that allows more timely and suitable decision making on matters such as restructuring and more organizational flexibility in the face of market change.

In 2000, Konica Minolta introduced an executive officer system, and clarified the separation of functions between the directors that supervise management decisions and the executive officers that execute management decisions, which has resulted in an increase in management execution speed. Moreover, the Group is striving to improve the transparency and soundness of management by strengthening the supervisory function of the Board of Directors. In 2002, Konica Minolta also began appointing outside directors to its board, which has increased the objectivity of its supervisory function. At the time of the management integration in 2003, the Group adopted a holding company framework based on a company-with-committees system.
Through these management and governance systems, Konica Minolta has improved shareholder value and corporate value by strengthening its business and responding to the diverse expectations of society.
The Group has now detailed and articulated the management system, as described below, to put its corporate governance policies into practice.

1. Purpose
   ・Reinforcement of business supervisory functions by separating the supervisory and execution functions
   ・Improvement of the transparency, integrity and efficiency of management.
   ・Faster decision-making by delegating substantial authority to the executive officers.
2. Governance structure
   ・Adoption of company-with-committees system.
3. Board of Directors
   ・The majority of the board of directors are non-executive directors (currently, four outside directors and three internal directors).
   ・The Chairman of the Board is selected from among directors not concurrently serving as an executive officer to ensure independence from the CEO.
   ・Highly independent persons with experience of corporate management (especially as company president) are selected as candidates for outside director positions. Another condition is that candidates must be able to devote sufficient time to their duties.
   ・There is a restriction on the years of tenure of outside directors.
4. Nominating, audit and compensation committees
   ・Two non-executive internal directors are selected as audit committee members to ensure appropriate auditing functions.
   ・Each of the three committees is composed of three outside directors and two internal directors to promote full deliberation and stable administration.
   ・The President and CEO cannot be appointed to an audit committee position under the provisions of the Companies Act and will not be selected by Konica Minolta for a position on the nominating or compensation committees.
   ・The chairmen of the three committees are selected from among the outside directors.

Through these management and governance systems, Konica Minolta has improved shareholder value and corporate value by strengthening its business and responding to the diverse expectations of society.