Corporate Governance System
Basic views with regard to governance system
The company’s basic views with regard to its governance system are as follows.
- Ensuring 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
- Using these measures for improving the transparency, integrity and efficiency of management
Structure of Corporate Governance Systems（As of June 20, 2023）
Detail of Corporate Governance System
Board of Directors
Since the company is a company with three committees, the Board of Directors delegates to executive officers as much authority as allowed by laws and regulations for making operational decisions. This contributes to the speed and flexibility of managing business operations.
The Board of Directors makes decisions solely about items, such as fundamental management policies, that can be determined only by the directors, according to laws and regulations. In addition, the Board of Directors makes decisions about investments larger than a certain amount and such other items that will have a significant impact on the Konica Minolta Group.
In addition, the Board of Directors enhances sustainable growth and corporate value for the Group by ensuring management oversight.
The executive officers are responsible for deciding how to perform the operations delegated by Board of Director resolutions, and then executing those operations.
In addition, based on substantial delegation of authority by the Board of Directors, the executive officers work to accelerate decision-making in business execution.
The Nominating Committee decides the content of proposals for director appointment and dismissal to be submitted to the General Meeting of Shareholders. It also receives reports concerning succession planning (candidate training and selection) from the President and CEO, as necessary, and supervises the process.
The Audit Committee reviews the execution of duties by directors and executive officers, prepares audit reports, and decides the content of proposals for appointment, dismissal, and non-reappointment of accounting auditors to be submitted to the General Meeting of Shareholders.
The Compensation Committee decides the details of individual compensation, bonuses, and other benefits received from the company as consideration for duties performed by the directors and executive officers.
Corporate Governance Commitee
The company established the Corporate Governance Committee on June 20, 2023. Since the ordinary general meeting of shareholders held in June 2022, Outside Directors have become the majority in the Board of Directors, and an Outside Director has assumed the chairpersonship of the Board of Directors. Accordingly, the establishment of the Corporate Governance Committee is aimed at reorganizing corporate governance and evolving it to a higher level. As a dedicated committee under the Board of Directors, the Corporate Governance Committee was established to comprehensively consider in a cross-cutting manner the overall design and operation of corporate governance, such as the formulation of operational rules that should be stipulated separately from the legal roles of each of the three statutory committees. The committee consists of about five members, with a majority of Outside Directors, and the chairperson is selected from among Outside Directors.
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