KONICA MINOLTA

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Corporate Governance

Criteria on the Independence of Outside Directors

The following types of people are ineligible to serve as outside directors at Konica Minolta. Our Nomination Committee selects outside director candidates with a high level of independence, provided that none of the following criteria apply.

(1) Person affiliated with Konica Minolta

  • Former employee of the Konica Minolta Group
  • Having a family member (spouse, child, or any blood or marital relative twice removed or less) that has served as a director, executive officer, auditor or top manager in the Konica Minolta Group during the past five years

(2) Person affiliated with a major supplier/client

  • Currently serving as a managing director, executive officer, or employee of a major supplier/client company/group that receives 2% or more of its consolidated sales from the Konica Minolta Group or vice versa

(3) Specialized service provider (lawyer, accountant, tax accountant, patent lawyer, judicial scrivener, or a consultant for management, finance, technology, or marketing)

  • Specialized service provider that received annual compensation of ¥5 million or more from the Konica Minolta Group during the past two years

(4) Other

  • A shareholder holding more than 10% of the voting rights in the company (executive directors, executives, or employees in the case of a corporate body)
  • A director taking part in a director exchange
  • A director, executive officer, auditor or equivalent position-holder of a company that competes with the Konica Minolta Group, or someone holding 3% or more of the shares of a competing company (who is not eligible to be a director of any kind)
  • Having some other conflict of interest with the Konica Minolta Group

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