KONICA MINOLTA

About Konica Minolta

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Giving Shape to Ideas

Corporate Governance

Structure of Corporate Governance Systems

(1) Basic Concept for Corporate Governance

The Company has established a corporate governance framework from the standpoint of supervision. This is based on the conviction that corporate governance that contributes to medium and long-term corporate value growth must encourage suitable risk-taking in business operations and have a highly effective supervisory function for business operations. In 2003, the “company with committees” (currently “company with three committees”) structure was selected as the organizational structure in accordance with the Companies Act. In addition, to maintain a governance system devoid of personal characteristics, there have been measures to operate a governance system in a distinctive Konica Minolta style. The followings are our basic policies for corporate governance concept:

  • Reinforcement of management oversight for corporate value growth by separating the roles of management oversight and operation of business activities;
  • Election of independent Outside Directors who can perform supervision from the standpoint of shareholders; and
  • Using these measures for improving the transparency, integrity and efficiency of management

The diagram at the lower part of this section shows the structure of this corporate governance system centered on the Board of Directors and three committees.

(2) Board of Directors

The Company believes that determining strategic goals is the primary role of the Board of Directors. The Board of Directors make decisions about basic management policies and other matters that must be decided by the Board of Directors in accordance with laws and regulations. In addition, the Board of Directors make decisions for expenditures only for matters of at least a certain amount or other items that may have a significant effect on the operations of the Group. Furthermore, there are Outside Directors and Inside Directors who are not also Executives Officers for the purpose of performing highly effective oversight of business operations from an objective perspective.

(3) Executive Officers

Executive Officers make decisions and conduct business activities in the business sectors designated for each Executive Officer by the Board of Directors. The Executive Officers are granted considerable autonomy by the Board of Directors within the legally permitted limit for the Company with three committee management structure. This authority allows conducting business activities with speed and flexibility and speeds up decision-making concerning management and business activities.

(4) Nominating Committee

This committee makes decisions about proposals submitted at General Meeting of Shareholders meetings about the election and termination of Directors. Committee members also receive reports about the Representative Executive Officer’s succession plan and oversee this plan as needed.

(5) Audit Committee

This committee audits the performance of Directors and Executive Officers, prepares audit reports, and makes decisions about proposals submitted at General Meeting of Shareholders for the election, termination or reappointment denial of the Accounting Auditor.

(6) Compensation Committee

This committee makes decisions about the compensation of individual Directors and Executive Officers. To reach these decisions, this committee determines suitable compensation structures for each role of the Directors and Executive Officers. This committee also establishes a Compensation Policy for Directors and Executive Officers that takes into account linking compensation with the Company’s medium to long-term performance and combining cash and stock compensation-type stock options.

(7) Analysis and Assessment of Effectiveness of Governance

The Board of Directors uses a self-evaluation system. Directors are required to complete questionnaires each year, which include self-evaluations, concerning the composition of the Board of Directors and the three committees as well as issues and other items involving the operation of the board. The overall effectiveness of the Board of Directors is then analyzed and evaluated, issues are identified, and improvements are made as needed. Furthermore, for the sustained growth of the Company, there are activities for making governance even more effective, such as by collecting opinions about issues that the Directors should examine in the next fiscal year.


Expansion

Policy for cross-shareholdings & Standard for voting cross-shareholdings

Principle 1-4 Cross-shareholdings

The Company has prepared a policy for cross-shareholdings and standards for voting cross-shareholdings. The policy and standards have been disclosed. In addition, the Company examines the economic justification for its major cross-shareholdings from a medium to long-term perspective every year.

(1) Policy for cross-shareholdings

The basis for cross-shareholdings is expectations for collaboration with these issuers and business synergies. The goal is to increase the Company’s corporate value by maintaining and strengthening the business relationship and smoothing transactions with each issuer. Stock where there is little significance or justification for ownership will be sold while taking into account the proper stock price, market conditions and other factors.

(2) Standard for voting cross-shareholdings

In principle, the Company approves resolutions submitted to shareholders. However, proposals that are believed to be contrary to the policy for cross-shareholdings are properly evaluated and decided by exercising voting rights.

Stock Holding (As of March 31, 2017)

  • Of all stocks held, the number of issues of stocks acquired for purposes other than genuine investment and the total amount of such investments on the balance sheet; 65 issues; ¥25,743 million
  • Categories, main issues, number, amount on the balance sheet, and investment purpose of stocks acquired purposes other than genuine investment.
Issue Number of stocks (stocks) Amount on the balance sheet
(million yen)
Investment purpose
OMRON Corporation 543,000 2,719 To compile market information in the Healthcare Business with the issuing company
Marubeni Corporation 3,570,000 2,559 To maintain and reinforce cooperative relationships with issuing companies that are contractors for our sales in the Business Technologies Business
ROHM Co., Ltd 217,300 1,634 To ensure stable procurement from issuing companies that are our suppliers in the Inkjet Business
Mitsubishi Logistics Corporation 864,000 1,415 To maintain and reinforce cooperative relationships with issuing companies that are contractors for our  sales in the Business Technologies Business
T&D Holdings, Inc 753,600 1,331 To facilitate insurance transactions between financial institutions that are affiliates or subsidiaries of the issuing company and the Group
The 114 Bank, Ltd 3,078,000 1,214 To facilitate fund-raising and other financial transactions with issuing companies and to compile regional information
Sumitomo Mitsui Financial Group, Inc 283,600 1,214 To facilitate fund-raising and other financial transactions with financial institutions that are affiliates or subsidiaries of the issuing company and to compile information in Japan and abroad
MS&AD Insurance Group Holdings, Inc 314,117 1,188 To facilitate insurance transactions between financial institutions that are the issuing company group and the Group
SCREEN holdings. Co., Ltd 143,354 1,110 To maintain and reinforce cooperative relationships with issuing companies that are contractors for our development and sales in the Business Technologies Business
Dai Nippon Printing Co., Ltd 906,020 1,108 To maintain and reinforce cooperative relationships with issuing companies for our sales in the Industrial Business
Mebuki Financial Group, Inc 2,281,500 1,091 To facilitate fund-raising and other financial transactions with issuing companies and to compile regional information
NOK CORPORATION 408,600 1,072 To ensure stable procurement from issuing companies that are our suppliers in the Business Technologies Business
NIKON CORPORATION 454,800 763 To maintain and reinforce cooperative relationships with issuing companies that are contractors in the Industrial Business
SAKATA INX CORPORATION 470,000 731 To maintain and reinforce cooperative relationships with issuing companies for our sales in the Business Technologies Business
Nissan Chemical Industries, Ltd 187,000 643 To ensure stable procurement from issuing companies that are our suppliers in the Industrial Business
KINDEN CORPORATION 401,446 630 To maintain and strengthen business relationships with issuing companies that are contractors for the Group’s construction and maintenance work
The Chiba Bank, Ltd 723,500 552 To facilitate fund-raising and other financial transactions with issuing companies and to compile regional information
Rengo Co., Ltd 660,000 427 To ensure stable procurement from issuing companies that are our suppliers in the Business Technologies Business
Kamigumi Co., Ltd 400,000 417 To maintain and strengthen business relationships with issuing companies that are contractors for logistics operations in the Business Technologies Business
Mochida Pharmaceutical Co., Ltd 44,000 380 To compile market information in the Healthcare Business with the issuing company
The Minato Bank, Ltd 1,700,000 375 To facilitate fund-raising and other financial transactions with issuing companies and to compile regional information
Shimizu Corporation 325,450 335 To promote cooperative relationships with issuing companies that are contractors for the Group’s construction and maintenance work
Komori Corporation 200,000 303 To maintain and reinforce cooperative relationships with issuing companies that are contractors for our development and sales in the Business Technologies Business
Computer Engineering & Consulting, Ltd 155,800 301 To maintain and reinforce cooperative relationships with issuing companies that are contractors for our development and sales in the Business Technologies Business
The Shizuoka Bank, Ltd 254,000 242 To facilitate fund-raising and other financial transactions with issuing companies and to compile regional information
SOMPO Holdings, Inc 56,100 239 To facilitate insurance transactions between financial institutions that are the issuing company group and the Group
The Aichi Bank, Ltd 31,900 209 To facilitate fund-raising and other financial transactions with issuing companies and to compile regional information

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