May 15, 2003
Konica to Adopt the “Company with Committees” System
Tokyo (May 15, 2003) - Konica Corporation (Fumio Iwai, president, TSE4902), at todays Board of Directors Meeting, resolved to adopt the "Company with Committees" system. Konica will introduce the new management structure after obtaining an approval at the Ordinary General Meeting of Shareholders to be held on June 25, 2003. By adopting the "Company with Committees" system, Konica aims to distinctly separate oversight function and business operation of its management, while pursuing more speedy and transparent management. Adoption of the new structure has even more important meaning in relation with the forthcoming management integration with Minolta Co., Ltd.
Aim of Adopting the “Company with Committees” System
Konica aims to establish firm management structure to better comply with expectations of stakeholders such as shareholders, customers, clients and employees through the following management renovations.
Reinforcing the corporate oversight function
On the basis of its ongoing principle to separate corporate oversight and operational functions, the Board of Directors no longer make decisions of daily business operations. However, it aims to pursue adequacy and efficiency by concentrating on the corporate oversight function and such decision-making as the corporate basic policy. We will form three committees (nomination, audit and compensation) composed of a majority being the outside directors. And making the most of the new committees' functions as ruled in the revised Commercial Code of Japan, we will establish the new corporate governance structure.
Strengthening corporate decision-making and business operation functions
By fully consigning business operation authorities to corporate executive officers, we will further expedite management decision-making and business operations. Under the leadership of a representative corporate executive officer, the corporate executive officers will strive to increase profitability by concentrating on their consigned businesses.
Establishing more transparent management structure
The Chairman of the Board will not concurrently take the post of corporate executive officer.
A director who also takes the post of the representative corporate executive officer will not become a Nomination Committee or Compensation Committee member. The Nomination Committee will decide on the candidates for the directors, and the Compensation Committee will decide on the compensation of the directors and corporate executive officers, which will strengthen management transparency.
Strengthening compliances and risk management
The Board of Directors and the Audit Committee will further strengthen compliances and risk management through internal regulation system and will pursue management efficiency.
Notice to U.S. Investors
This press release includes forward-looking statements that reflect the plans and expectations of Konica Corporation and Minolta Co., Ltd., in relation to the proposed share exchange and integration of management and the benefits resulting from them. To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. The forward-looking statements are based on the current assumptions and beliefs of Konica Corporation and Minolta Co., Ltd. in light of the information available to them, and involve known and unknown risks and uncertainties. Potential risks and uncertainties include, but are not limited to, the ability of Konica Corporation and Minolta Co., Ltd. to integrate their operations effectively, as well as the factors identified under "Forward-Looking Statements" of the Annual Report 2002 of Konica Corporation and "Disclaimer Regarding Forward-Looking Statements" of the Annual Report 2002 of Minolta Co., Ltd. Such risks, uncertainties and other factors may cause the actual results, performance or financial position of the new corporate group referred to in this press release to differ materially from those expressed or implied in the forward-looking statements. Konica Corporation and Minolta Co., Ltd. undertake no obligation to update publicly any forward-looking statements after the date of this press release.
This press release relates to a proposed share exchange which involves the securities of two Japanese companies, Konica Corporation and Minolta Co., Ltd. The share exchange is subject to Japanese disclosure requirements that are different from those of the United States. Financial information included in the document has been prepared in accordance with Japanese accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since Konica Corporation and Minolta Co., Ltd. are located in Japan, and some or all of their officers and directors are residents of Japan. You may not be able to sue the companies or their officers or directors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel the companies and their affiliates to subject themselves to a U.S. court's judgment.
You should be aware that Konica Corporation and Minolta Co., Ltd. may purchase securities otherwise than under the share exchange, such as in open market or privately negotiated purchases.