Investor Relations

Governance Structure and Operations

Operations of the Board of Directors

Operation

In principle, the Board of Directors meets once a month. Prior to the meeting, the Chairperson of the Board and the President confirm the agenda items to be discussed and align their understanding of the agenda for the next three months to optimize the cycle of exercising supervision over business execution. In addition to distributing materials in advance, the secretariat or the executive officer and corporate vice president in charge explain important agenda items to outside directors individually beforehand. The Board of Directors takes questions and feedback from outside directors in advance, allowing it to focus on critical issues and hold high-quality discussions.
At the meeting comprised only of Outside Directors, which is held after the Board of Directors meeting, information is exchanged, and knowledge is objectively shared, creating a virtuous cycle that enhances the effectiveness of the Board of Directors meetings. Additionally, we have set a time for informal and open discussions using a directors’ roundtable meeting format, creating an environment where execution and supervision can candidly discuss issues interactively.

Attendance

The meeting results and attendance rates for the Board of Directors and the three committees at the end of fiscal 2023 are shown in the table below.
Furthermore, the attendance rate at meetings of the Board of Directors and the three committees for the five outside directors (Chikatomo K.Hodo, Soichiro Sakuma, Akira Ichikawa, Masumi Minegishi and Takuko Sawada) was 100%.

Note:All members of the Board of Directors are required to attend more than 80% of the meetings. To achieve this attendance rate, the number of companies they can serve as directors (officers under Japan’s Companies Act) is restricted to no more than three listed companies, in principle.

Board of Directors Nominating Committee Audit Committee Compensation Committee Total
Number of meetings 16 7 13 5 41
Attendance rates for all directors (%) 100 100 100 100 100
Attendance rates for outside directors (%) 100 100 100 100 100

Activities of the Board of Directors and the Three Committees in Fiscal 2023

  1. Board of Directors
    In fiscal 2023, the first year of the medium-term business plan, the Board of Directors focused on making steady progress in business selection and concentration by establishing priority monitoring areas to ensure the annual plan’s achievement. At the same time, the Board further improved the business execution capabilities that support the plan’s implementation. Additionally, the Board advanced strategic discussions and supervised business execution to ensure that the Company is doing everything possible to achieve sustainable growth and increase its corporate value over the medium to long term.
    The Company created an environment in which the Board of Directors can focus discussions on critical issues by holding Directors' Roundtable Meetings before the Board of Directors deliberates, confirming the key points that the Board focuses on in the early stages of examining business execution. To ensure management efficiency, the Board broke with precedent by distributing written information in advance and limiting the agenda items to questions and answers only.
    The Board of Directors also intensively discussed the implementation of business divestitures and other measures to accelerate business selection and concentration, medium- and long-term growth strategies, the creation of a framework for improving investment efficiency, and the clarification of the system of responsibility for business execution.
  2. Nominating Committee
    In light of the review by Corporate Governance Committee of the composition of the Board of Directors and committees and the criteria for their appointment, we carefully discussed, exchanged ideas, and verified the responses.
    (1) Review of the composition of Board of Directors by the Corporate Governance Committee
    <Review Approach>
    • The Board of Directors shall have an appropriate number and composition to achieve sustainable growth and increase corporate value, taking into account the Company’s medium- and long-term business issues and strategies.
    <Review Results>
    • The total number of directors shall be nine, consisting of five independent outside directors and four internal directors.
    • The Chairperson of the Board shall be selected from among the independent outside directors.
    • One of the internal directors shall be a director who does not concurrently serve as an executive officer and shall be a full-time audit committee member.
    • Internal directors who concurrently serve as executive officers shall be selected taking into account the roles to be played on the Board of Directors based on management strategies and other factors.
    (2) Based on the above, the Nominating Committee discussed and confirmed the following:
    <Candidates for Director>
    • All nine Directors whose terms of office will expire shall continue to be candidates for Director. The Company considers it appropriate for the Board of Directors to continue discussions from a medium- to long-term perspective
    <Chairperson of the Board>
    • The current chairperson of the Board shall continue to be a candidate as he fully meets the requirements for Chairperson of the Board and can be expected to effectively take the lead in managing the Board of Directors to achieve the targets of the medium-term business plan that started in fiscal 2023.
    <Directors who do not concurrently serve as Executive Officers>
    • Current Directors who do not concurrently serve as Executive Officers shall continue to be candidates as they have extensive experience with internal audits and are expected to increase the effectiveness of the Audit Committee as full-time members.
    <Internal Directors who concurrently serve as Executive Officers>
    • Current Directors who concurrently serve as Executive Officers shall continue to be candidates. In addition to the President, the committee will include the Executive Officer in charge of accounting and finance and the Executive Officer in charge of the Industry Business to ensure accountability in important management decisions and contribute to effective discussions.

    Note that when appointing Executive Officers, the Nominating Committee received reports on the selection process and reasons for selection, and reviewed them prior to the Board of Directors’ resolution. Since the change of President in April 2022, we have consistently worked on the succession plan for the next President. We will continue to receive regular reports from the President on the Progress of the succession plan and provide supervision and advice.
  3. Audit Committee
    The Audit Committee audited the legality and propriety of management decision made by directors, executive officers and corporate vice presidents confirmed the facts of improper conduct as well as violations of the law or articles of incorporation, and monitored and verified the internal control system that has been established and put into operation. It also rigorously reviewed whether an independent position was maintained in the external accounting auditor’s audit and whether a proper audit was conducted and determined selections or dismissals of Accounting Auditors.
  4. Compensation Committee
    To further strengthen incentives for achieving the targets of the Medium-term Business Plan that began in fiscal 2023, the Compensation Committee deliberated on and reviewed the compensation system from fiscal 2022 and reached a decision during meetings held in March and May of 2023.
    In fiscal 2023, to properly evaluate the status of the achievement of the strategic priority measures introduced in personal appraisals, a part of the "annual performance-based cash bonus" as an incentive, the Compensation Committee met at the beginning (May) and middle (November) of the fiscal year. During these meetings, the President explained the important issues and progress of the strategic priority measures for each executive officer. The Compensation Committee also held additional meetings in March and May 2023 to supervise and provide advice. At the Compensation Committee meeting held in May, after the end of the fiscal year, the Committee received a proposal from the President regarding the status of target achievement for each executive officer's strategic priority measures and a proposal for evaluation (on a scale from 0% to 200%). After deliberation, the Compensation Committee determined the amount of the annual performance-based cash bonus for each executive officer, including the "portion according to performance level" and the "portion according to attainment of performance targets."
    In addition, the Company initially set the “CO2 emissions reduction rate” as an indicator in response to climate change. However, considering the impact of production and sales volumes, on April 23, 2024, the Compensation Committee resolved to revise the indicator to the “amount of CO2 emissions reduction through measures.”

Provision of Information and Support System for Outside Directors

  1. Provision of Information to Outside Directors
    The actions described in Training of Directors below are taken.
    Also, each outside director is provided with information including the market trend, IR, and crisis management.
  2. Supporting System for Outside Directors
    A Board of Directors Office has been established as the secretariat for the Board of Directors, Nominating Committee, and Compensation Committee, while the Audit Committee Office serves as the secretariat for the Audit Committee. The staff members of these offices support the outside directors to ensure the proper functioning of the Board of Directors and its committees.
    The secretariat distributes materials to outside directors in advance and provides a briefing on the agenda up to three months ahead of meetings. Additionally, the secretariat, along with the executive officers or corporate vice presidents responsible for the agenda, explains key agenda items in advance. This setup creates an environment where the Board of Directors can focus on critical issues and operate efficiently and seamlessly. The secretariat also plans, proposes, and accompanies Board members on visits to worksites as part of its information-provision duties.

Training of Directors

In accordance with the director election standards, the Nominating Committee selects candidates who possess the qualities needed to be a director. The Company assesses whether new directors require training based on their individual’s knowledge, experience, and other characteristics. If training is deemed necessary, the Company provides suitable opportunities for it.

  1. For new independent outside directors, the Company provides information about the group’s structure, business activities, finances, the medium-term business plan, its progress, and other relevant subjects. Additionally, the Company offers basic information about its businesses and corporate-level functions, as well as analyst reactions to financial results briefings.
  2. For independent outside directors, the Company arranges visits to the development, manufacturing, sales, service, and other operations of each business unit. Executive officers, corporate vice presidents, and frontline employees provide the latest information about each business during these visits.

    Activities in fiscal 2023 are listed below:

    Three outside directors participated in internal technology presentations (Value Creation Forum) jointly held in four business areas.
    One outside director attended internal presentations online (Business Process Innovations Officers Debriefing). Three outside directors participated in Executive Committee meetings online as observers. They received direct explanations from managers of overseas subsidiaries in the automobile visual inspection and hyperspectral imaging businesses, areas identified for strengthening. They also exchanged questions and comments with these managers.
  3. New inside directors are provided opportunities to attend governance training held by external institutions, and information about various seminars is given to inside and outside directors as opportunities to participate when appropriate.

Evaluation of Board of Directors Effectiveness

In 2003, the Company transitioned to a company with committees (now a company with three committees). To assess whether the corporate governance system is functioning as intended, the Company began performing self-assessments of the Board of Directors’ effectiveness in 2004. These self-assessments have been conducted annually since then to facilitate ongoing improvements.
Each year, past activities are reviewed, and self-assessments of the Board of Directors’ and the three committees are carried out to ensure that the corporate governance system contributes to sustainable growth and improvements in medium- and long-term corporate value. Based on these assessments, issues that the Board of Directors needs to address in the upcoming fiscal year are identified, and measures to enhance effectiveness are planned.
In fiscal 2022, during the last evaluation of the Board of Directors’ effectiveness, both the President and the Chairperson of the Board were replaced. This marked the first year that an Outside Director became Chairperson and that the majority of the Board members were Outside Directors. Considering the significant changes in corporate governance since the management integration in 2003, the Company conducted a survey and interviews with an external organization to achieve greater objectivity from a third-party perspective.
As a result, the following key corporate governance effectiveness issues were identified for fiscal 2023: (1) redefining the role of the Board of Directors, (2) aligning perceptions of the Board of Directors’ composition, (3) further enhancing strategic discussions, and (4) streamlining the management of the Board and committees. Steps were taken to address these issues.
In the effectiveness assessment for fiscal 2023, new questions were added regarding the new Corporate Governance Committee and self-assessments by individual directors. The survey was updated to address emerging issues, and individual interviews were conducted. An analysis of the evaluation results confirmed the current state of our corporate governance and identified substantive issues to be addressed in fiscal 2024. These issues will be incorporated into the Chairperson of the Board’s fiscal 2024 management policies and the Corporate Governance Committee’s agenda, guiding improvement efforts for the next fiscal year and beyond.

For details on the effectiveness assessment of the Board of Directors, see pages 16 through 19 of the Corporate Governance Report.

Policy and Procedures for Appointing Director Candidates, and the Applicable Approaches and Standards, etc.

Policy and Procedures for Appointing Director Candidates

Based on reviews concerning the composition, standards for selection, etc. of the Board of Directors and committees by the Corporate Governance Committee, the Nominating Committee raises its policy to upgrade its selections of Director candidates by performing yearly examinations from the standpoints of balance of knowledge, experience and capabilities, and diversity, and uses the following process to make selections.

<Board of Directors>
1) Confirmation of Directors who will resign due to standards for the number of years as a Director or age and expected number of new Outside Director and new Inside Director candidates.

<Outside Director Candidates>
2) To select Outside Director candidates, after the Nominating Committee confirms the selection process, the members of this committee determine the knowledge, experience and capabilities that will be required of new Outside Directors in order to enable them to be a good match with Outside Directors to be reelected.
3) The Nominating Committee Chairperson asks for a broad range of recommendations for candidates, based on information from Nominating Committee members, other Outside Directors, and the President. To provide reference information, the Board of Directors Office distributes to Nominating Committee members etc. a candidate database, centered on “chairpersons” of global companies, that includes information about independence, age, concurrent positions and other characteristics of candidates.
4) The Nominating Committee takes into consideration the items listed below in order to narrow down the number of candidates, from the recommended individuals obtained through the preceding process in order to determine an order of priority.
• Selection standards for Directors
• Standard for independence of Outside Directors
• Balance of knowledge, experience and capabilities required for Outside Directors and diversity (skill matrix)
5) The Chairperson of the Nominating Committee and, if necessary, a member appointed by the Chairperson, will interview the candidates in order of candidacy, and approach them about assuming the position of Outside Director.

<Inside Director Candidates>
6) Candidates for “Internal Directors” shall be discussed between the President and the Internal Nominating Committee on the basis of the following points; proposed candidates for Directors who shall not concurrently serve as Executive Officers, and proposed candidates for Directors who shall concurrently serve as Executive Officers, once the President has shared with the Internal Nominating Committee his/her concept for the executive structure for the next fiscal year.
• Selection standards for Directors
• Roles of Directors who do and do not concurrently serve as Executive Officers
• Required skills, experience and other characteristics of Directors who do and do not concurrently serve as Executive Officers (skill matrix)
7) The Nominating Committee uses the draft proposals to examine the candidates.

The Applicable Approaches and Standards for Appointing Director Candidates

1.Board of Directors

(1) Approach to the Overall Board of Directors Composition

The Board of Directors is composed of a number of directors within the scope provided in the Articles of Incorporation, taking into account the management issues the Board of Directors is required to address.

1) To ensure management transparency and supervisory objectivity, Independent Outside Directors constitute the majority of the total number of Directors.

2) The Company considers five to six Outside Directors to be appropriate for ensuring both diversity of discussion and speed of decision-making.

3) To enhance the management supervision function, liaise with the independent outside directors and strengthen communication and cooperation with executive officers, more than one inside directors not concurrently serving as executive officers will be appointed.

4) To further enhance deliberations on important decisions from a management standpoint, in addition to the President, several executive officers in charge of principal duties will be appointed as directors.

5) The Nominating, Audit and Compensation committees are all chaired by outside directors to ensure transparency and objectivity. In addition, to ensure that each committee adequately fulfills its respective roles, each committee is composed of around five members, and a majority of its members is independent outside directors.

6) For more information about the diversity of the Board of Directors, see "Balance of career and skill required for outside director candidates and diversity."

(2) Selection Standards for Directors

The Nominating Committee has selected candidates who satisfy the following standards as being suitable directors for achieving good corporate governance, i.e., ensuring the transparency, soundness, and efficiency of the company's operations.

1) Good physical and mental health

2) A person that is well liked, dignified, and ethical

3) Completely law-abiding

4) In addition to having objective decision-making abilities for management, the person must have good foresight and insight

5) Someone with no potential conflict of interest or outside business relations that may affect management decisions in the company's main business areas, and who has either organizational management experience in the business, academic, or governmental sectors or specialized knowledge in technology, accounting, law, or other fields.

6) For outside directors, a candidate with a history of performance and insight in their field, someone with sufficient time to fulfill the duties of a director, and who has the ability to execute required duties as a member of the three relevant committees.

7) The Nominating Committee establishes criteria for the re-election of directors, including considerations regarding the number of terms of office, age, and other factors. The maximum term of office for an outside director is eight years, with a basic term six years. However, upon a resolution by the Nominating Committee, however, the term of office may be extended once for an additional period of two years. The Nominating Committee shall confirm this extension during the fourth year of the director’s term.

8) Potential director candidates must not be excluded on the basis of gender, nationality, country of origin, cultural background, race, ethnicity, or similar reason.

9) In addition, the candidate must have the abilities necessary for a director to run and build a public corporation that is transparent, sound, and efficient.

2.Outside Directors

(1) 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
  • Having some other significant conflict of interest with the Konica Minolta Group
(2) Balance of Career and Skill Required for Outside Director Candidates and Diversity.

1) To ensure the diversity of directors, the Nominating Committee Rules for selection standards for directors state that candidates should "have experience operating an organization in the industrial, government or academic sector or have specialized skills involving technologies, accounting, law or other fields" and "have accomplishments and knowledge in their respective fields suitable for outside director candidates." Moreover, potential director candidates must not be excluded on the basis of gender, nationality, country of origin, cultural background, race, ethnicity, or similar reason.

2) Candidates should have the character, skill and experience needed for strengthening and upgrading management in order to enable the Board of Directors to determine the Company's strategic direction.

3) To ensure that the Board of Directors can provide useful oversight and advice regarding the Company's management issues, it must have members with diversity of knowledge, experience, and abilities, and this needs to be considered when reappointing eligible outside directors or selecting new candidates. Decisions should be made with a view to ensuring the Board's ideal skill matrix, including requirements for industries of origin, main management experience, and areas of specialty.

(3) Expected Roles of Outside Directors.

1) To participate in important decisions made by the Board of Directors and supervise the decision-making process

2) To submit advice about the establishment of management policies and plans and about reports concerning business operations by using their experience and knowledge

3) To oversee conflicts of interest among the Company, its shareholders, senior executives, and others

4) To supervise management to protect ordinary shareholders and to reflect the interests of shareholders from the standpoint of ordinary shareholders, which is independent from senior executives and special stakeholders

5) To supervise management as members of the Nominating, Audit and Compensation Committees

3.Inside Directors

(1) Stance Concerning Roles of Inside Directors and Selection of Candidates.

1) An inside director who is not concurrently an executive officer and who has the ability to ensure the quality of audits is selected as a full-time Audit Committee member.
The inside director who serves as a full-time Audit Committee member should have extensive management experience as an executive officer of the Company in order to improve the effectiveness of the Audit Committee. The qualifications required in particular are experience in accounting and finance or internal audit, business management and core business management.
This inside director also serves as the Nominating Committee member and Compensation Committee member.

2) They are held accountable for their execution and contribute to energetic and meaningful strategic discussions at Board of Directors meetings. Requirements for these inside directors include responsibility for overseeing major elements of the Company’s operations such as strategic planning, accounting and finance, technology, as well as for overseeing main business operations in the Company.

Description in the Reference Materials for the General Meeting of Shareholders (The 120th Ordinary General Meeting of Shareholders)

1. Expertise and experience expected of candidates for Directors (skills matrix)

Director Skills Matrix

* “Global executive management experience” includes both actual experience at a global business and experience relating to overseas business operation.

Reasons for Selecting the Expertise and Experience Expected of Candidates for Director

Expected expertise and experience Reasons for selection
Corporate executive experience in listed company To function in a supervisory and advisory capacity in improving the quality of management strategy and management by utilizing his experience and insight, including dealing with shareholders and investors as the Chief Executive Officer.
Global executive management experience To function in a supervisory and advisory capacity in our global business expansion and group governance based on his understanding of the complex business environment and diverse cultures, as well as frontline experience.
Technology, R&D, manufacturing To function in a supervisory and advisory capacity in providing high value-added products and services as a manufacturer, continuously providing differentiated value based on technology, and formulating and implementing production strategies.
Sales and marketing To function in a supervisory and advisory capacity in formulating and implementing sales and marketing strategies in keeping with changes in the business environment and diversifying customer needs.
Finance and accounting, and understanding of Investor perspective To function in a supervisory and advisory capacity in building a sound financial foundation, making strategic investments over the medium to long term, and achieving shareholder returns.
HR management To function in a supervisory and advisory capacity in maximizing human capital and implementing corporate culture reforms for the sustainable growth of the Company.
Governance, internal control, legal affairs To function in a supervisory and advisory capacity in ensuring the transparency, appropriateness, and effectiveness of management by complying with laws, regulations, and corporate ethics, and by establishing and operating offensive and defensive governance and internal controls.
Business transformation and new business development To function in a supervisory and advisory capacity in transforming the company itself and transforming our business by utilizing data and digital technology, and in accelerating new businesses development.

2. Reasons for Selecting the Candidates for Directors

Board Director and President
Toshimitsu Taiko

Mr. Toshimitsu Taiko has led key roles within the Company, including CEO of the U.S. sales subsidiary, General Manager of various business headquarters, and Lead Officer for the Business Technologies Business. He also served as Executive Officer in charge of Corporate Planning and Investor Relations, focusing on enhancing the corporate value of the Group.
Since assuming the positions of President in April 2022, Mr. Taiko has unified the executive team and worked towards sustainable growth. He has established a new Medium-term Business Plan with core policies of "business selection and concentration," "thorough cost reduction," and "optimizing management assets." His goal is to transform the Group into a high-value entity by fiscal 2025 through the collective efforts of all executives towards achieving optimal solutions for the Group.
Mr. Taiko is currently providing strong leadership to achieve the targets of the Medium-term Business Plan. He is driving bold initiatives to address challenging management issues and complete the business portfolio selection and concentration under the themes of "strengthening business profitability," "strengthening the profit foundation," and "strengthening the business management system." This marks a significant departure from past practices, and initial results are beginning to emerge. The Company believes that Mr. Taiko will contribute effectively to important management decisions as Director, President, and CEO at the Board of Directors’ meetings and has therefore nominated him as a candidate for Director.

Outside Director
Chikatomo Kenneth Hodo

Mr. Hodo worked for many years worked at Accenture Japan, Ltd., where he has been involved in the management of business consulting and IT services. He possesses extensive experience and a broad range of knowledge in digital business as a corporate executive. Additionally, Mr. Hodo maintains a high degree of independence from the Company. Following his election as a Director in June 2018, Mr. Hodo has performed effectively as a member of the Board of Directors and its committees. In June 2022, he became the Company’s first Outside Director to serve as Chairperson of the Board of Directors. In this role, he has clearly defined the key monitoring items as outlined in the Board’s management policies and has led their implementation. His leadership fostered active dialogue between the supervisory and executive functions, and the effectiveness assessment of the Board of Directors in fiscal 2023 confirmed that the Board's discussions were reflected in business execution.
Details of Mr. Hodo's fiscal 2023 activities are outlined in “Primary Activities of Outside Directors and a Summary of the Tasks Performed in the Expected Roles” in the business report. Mr. Hodo has dedicated sufficient time to fulfilling his responsibilities.
The Company anticipates that Mr. Hodo will continue to support and enhance corporate governance effectively. Therefore, he has been nominated as an Outside Director and appointed as Chairperson of the Board of Directors at the Board of Directors meeting held after the conclusion of the 120th Ordinary General Meeting of Shareholders.

Outside Director
Soichiro Sakuma

At Nippon Steel Corporation and Nippon Steel & Sumitomo Metal Corporation (currently Nippon Steel Corporation), Mr. Sakuma was involved for many years in management in the manufacturing sector and was in charge of main head office functions, including general administration, human resources, environment and IT, mainly in legal and internal control and audit. He has extensive experience and a broad range of knowledge as a corporate executive. In addition, Mr. Sakuma has a high degree of independence from the Company.
Following his election as a Director in June 2020, Mr. Sakuma has performed well as a member of the Board of Directors and other committees. Fiscal 2023 activities are listed in “Primary activities of outside directors and a summary of the tasks performed on the expected roles” in the business report at the Company, he has been instrumental in the Board of Directors and its committees since his appointment as a director in June 2020.
In fiscal year 2023, he has served in this capacity with sufficient time as described in the Business Report, "Primary Activities of Outside Directors and a Summary of the Tasks Performed in the Expected Roles."
Therefore, the Company expects that Mr. Sakuma can continue to contribute to the maintenance and upgrade of its corporate governance as before and has nominated him as a candidate for Director.

Outside Director
Akira Ichikawa

Mr. Ichikawa has been a senior executive at Sumitomo Forestry Co., Ltd., which operates various businesses, including those related to lumber and building materials, housing, and construction, and overseas housing and real estate, where he promoted sustainability management, and raise that company’s corporate value over the medium to long term. In addition to such extensive management experience and broad ranging insight as a corporate executive, he has a high degree of independence with respect to the Company.
Following his election as a Director in June 2021, Mr. Ichikawa has performed well at the Company as a member of its Board of Directors and other committees. Fiscal 2023 activities are listed in “Primary Activities of Outside Directors and a Summary of the Tasks Performed in the Expected Roles” in the business report. Mr. Ichikawa has been in charge of the duty, securing sufficient time.
Therefore, the Company expects that Mr. Ichikawa can continue to contribute to the maintenance and upgrade of its corporate governance as before and has nominated him as an Outside Director.

Outside Director
Masumi Minegishi

Mr. Minegishi has led the transformation of Recruit Holding Co., Ltd. into a global tech company though the expansion of the human resources business into the information business and digitalization and globalization. In addition to his wealth of management experience and broad insights as a top leader of companies with DNA related to the commercialization of IT services and business development capabilities, he has a high degree of independence from the Company.
Following his election as a Director in June 2023, Mr. Minegishi has performed well as a member of the Board of Directors and other committees. June 2023 activities are listed in “Primary Activities of Outside Directors and a Summary of the Tasks Performed in the Expected Roles” in the business report. Mr. Ichikawa has been in charge of the duty, securing sufficient time.
Therefore, the Company expects that Mr. Minegishi can continue contributing to the maintenance and upgrade of its corporate governance as before and has nominated him as a candidate for Outside Director.

Outside Director
Takuko Sawada

Ms. Sawada has played a central role in promoting the previous and current medium-term business plan at Shionogi & Co., Ltd. and has also focused on establishing global functions and collaboration with industry, government, and academia in Japan and overseas. In addition to her extensive global experience and insight in R&D, management strategy formulation, new business development DX promotion, and more, she has a high degree of independence from the Company.
Following her election as a Director in June 2023, Ms. Sawada has performed well at the Company as a member of its Board of Directors and other committees.
Since June 2023 activities are listed in “Primary Activities of Outside Directors and a Summary of the Tasks Performed on the Expected Roles” in the business report. Ms. Sawada has served in this capacity with sufficient time.
Therefore, the Company expects that Ms. Sawada can continue to contribute to the maintenance and upgrade of its corporate governance as before and has nominated her as a candidate for Outside Director.

Director
Hiroyuki Suzuki

The Company believes that it is important for the Audit Committee to include a full time Inside Director who has extensive business management experience and expertise involving the collection of information.
Mr. Suzuki will attend management meetings of Executive Officers as a member of the Audit Committee. He will work to optimize the quality and quantity of information for the audit by the Committee as he will grasp and confirm validity of the determination process about operations, which are commissioned to the Executive Officers by the Board of Directors, as well as the operational status of the internal control system and will provide the Audit Committee with feedback on such information.
After engaging in the secretariat duties to support the Audit Committee at the Audit Committee Office of the Company, Mr. Suzuki has also overseen internal audit as the General Manager of the Company’s Corporate Audit Division. Mr. Suzuki has extensive experience and considerable expertise related to internal control. Since 2019, he has focused on management oversight as an Inside Director not concurrently serving as an Executive Officer. In addition to the Audit Committee, he also properly fulfills his duties as an inside member of the Nominating and Compensation Committees.
Therefore, the Company believes that Mr. Suzuki can continue enhancing corporate value by securing the effective operation of its corporate governance and has nominated him as a candidate for Director.

Director
Noriyasu Kuzuhara

The Company believes that it is important to select Executive Officers in title who are in charge of primary duties so that they can engage in active and essential discussions at meetings of the Board of Directors.
Mr. Kuzuhara has achieved continuous business growth as the officer responsible for technology development and business in the Company’s core performance materials business, and as Division President of the Material & Component Business Headquarters.
In fiscal 2023, as Senior Executive Officer in charge of Corporate Planning, he led the planning of global structural reform measures, aiming to transform the Company into an organization with high productivity per employee based on improving efficiency in all operations and strengthening human resources.
In fiscal 2024, he is working to improve the raise the corporate value of the Group as the lead officer of the Industry Business, an area we seek to strengthen, to accelerate the strategy of the Industry Business, utilizing his extensive knowledge of technology, R&D, and manufacturing, as well as his experience in business startups.
The Company believes Mr. Kuzuhara can demonstrate accountability to the Board of Directors and participate in important management decisions. Therefore, the Company has nominated him as a candidate for Director.

Director
Yoshihiro Hirai

The Company believes that it is important to select Executive Officers in title who are in charge of primary duties so that they can engage in active and essential discussions at meetings of the Board of Directors.
Mr. Hirai has a high level of expertise and extensive experience in finance and accounting, as well as knowledge of financial strategy from a global perspective. In addition, as Executive Vice President and Executive Office, he has been responsible for accounting, finance, and risk management since April 2023, as well as legal affairs and compliance since April 2024,
The Company believes Mr. Hirai can demonstrate accountability to the Board of Directors and participate in important management decisions. Therefore, the Company has nominated him as a candidate for Director.

Executive System and Appointment of Executive Officers

Executive System

  1. Under a mandate from the Board of Directors, executive officers make decisions about operations and then execute them. Business execution is overseen by the Board of Directors and reviewed by the Audit Committee to ensure the efficiency, adequacy, legality, and soundness of management.
  2. Executive officers are appointed by the Board of Directors, which selects the President and senior executive officers from among the executive officers, and establishes a division of duties among them. The executive officers, including the President, make decisions concerning the execution of duties delegated by the Board of Directors, and execute their duties.

Selection or Dismissals of Executive Officers

  1. The Board of Directors uses a fair, timely, and appropriate method to select people who have the capabilities to serve as executive officers. These individuals must be able to create new value for the Group and earn the support of internal and external stakeholders. Standards for making these judgments about capabilities are defined in “Standards for the Selection of Executive Officers.”
    Individuals must have the ability and experience for the internal and external management of the Group's business operations. Qualification standards also take into consideration knowledge about specialized fields and technologies, an individual's age when the time for renewing the appointment comes, and other items. In addition, the Board of Directors selects individuals with a strong commitment to ethics, the ability to put customers first, the ability to drive innovation, strong motivation to achieve goals, and other such characteristics.
  2. To select new executive officers, candidates who have completed senior executive candidate training must pass through the first stage of the selection process, which involves submitting documents and completing an interview. Next, an assessment is performed in order to reach a highly objective and appropriate decision. This process includes input from both an external perspective and from the perspective of people at the Group who frequently interact with these candidates as part of their jobs. An evaluation conference, which consists of the President and the executive officer responsible for personnel, is held to examine the results of this process. This results in the selection of candidates to become executive officers.
  3. To determine the new team of executive officers, the President selects from the list of executive officer candidates the individuals believed to be well suited to serve as executive officers. Next, a proposal for the selection of executive officers for the new fiscal year is prepared and submitted to the Board of Directors, with a list of the duties for each executive officer.
  4. Prior to the submission of this proposal to the Board of Directors, the Nominating Committee performs oversight of the entire process, including a confirmation that a suitable process was used. Oversight includes receiving the proposal for the new executive officer team (including the proposed new executive officer selections from the President) and a report about the proposed duties of each executive officer.
  5. The Nominating Committee considers observing the character of executive officer candidates to be an important matter and utilizes opportunities such as attending meetings of the Board of Directors and reporting to informal gatherings of directors. After receiving the proposal for the selection of executive officers mentioned above from the President, the Nominating Committee discusses the content of the proposal, creates a summary of its conclusions regarding matters such as the appropriateness of candidates and training issues, and provides these as feedback to the President.
  6. The Board of Directors takes the “Standards for the Selection of Executive Officers” into full consideration when deciding whether or not to dismiss an executive officer.

Compensation for Directors and Executive Officers

The company, which has adopted the company-with-three-committees system, has established a Compensation Committee. Outside directors account for the majority of members of the committee and the committee is chaired by an outside director to ensure transparency and to determine compensation in a fair and appropriate manner. The company’s directors’ compensation system is intended to strengthen the motivation of directors and executive officers to strive for the continuous medium-to-long-term improvement of the Group’s performance in line with management policies, to meet shareholder expectations and contribute to the optimization of the Group’s value. The company aims for a level of compensation that enables it to attract and retain talented people to take responsibility for the company’s development.

In keeping with these aims, the Compensation Committee has established a policy for determining the individual compensation entitlement of directors and executive officers and determines the amount of individual compensation entitlement of directors and executive officers in line with this policy.

Compensation Policy (Fiscal 2024)

  1. Compensation system (see diagram below)

    1) Compensation packages for directors (excluding directors who concurrently hold executive officer posts) exclude a short-term performance-based cash bonus because directors have a supervisory role and consist of a base salary and stock compensation. The stock compensation consists of a medium-term stock bonus (non-performance-based) and a long-term bonus.
    Only a role-specific base salary is provided to outside directors.

    2) Compensation packages for executive officers consist of a base salary, an annual performance-based cash bonus, which reflects the performance of the Group, as well as stock compensation. The stock compensation consists of a medium-term stock bonus (performance-based) and a long-term stock bonus.

  2. The total amount of individual compensation entitlement and base salary are set at an appropriate level, taking into account position and value of the job, by considering value based upon objective data, evaluation data and other data collected at regular intervals.
  3. The amount of “annual performance-based cash bonus” shall be determined based on the level of performance in the relevant fiscal year (consolidated operating profit), the degree of achievement of annual performance targets, and the progress of each Executive Officer in advancing strategically important policies. The amount based on the degree of attainment of annual performance targets is determined in the 0% to 200% range of the standard amount of compensation. The targets are major consolidated performance indicators (profit for the year, total asset turnover ratio and KMCC-ROIC*) associated with results of operations.

    *Return on invested capital is used for calculating the annual performance-based cash bonus, and the invested capital represents the assets that can be individually managed and grown by each business division.

  4. Stock bonus plan

    1) In the medium-term stock bonus (non-performance-based) plan for directors, the company's shares are distributed to directors upon the conclusion of the Medium-Term Business Plan, according to their roles and years in office. The plan is designed to enhance directors' motivation to contribute to medium-term shareholder value improvement and to promote their ownership of the company's shares.

    2) In the medium-term stock bonus (performance-based) plan for executive officers, the company's shares are distributed to executive officers upon the conclusion of the Medium-Term Business Plan in the 0% to 200% range. The plan is designed to enhance their incentives for attaining the targets of the Medium-Term Business Plan and promote their ownership of the company's shares. Medium-term management targets shall consist of important consolidated financial indicators (ROE) taking into account medium-term management policy, as well as non-financial indicators (CO2 emissions reduction by measures and employee engagement score).

    3) The long-term stock bonus for directors (internal directors not also serving as executive officers) and executive officers is awarded in the form of Konica Minolta shares after the retirement of the officer concerned and is based on the person's position or role and their tenure. The aim of this compensation is to enhance motivation and to contribute to long-term shareholder value improvement.

    4) The standard number of shares is set according to the position each director or executive officer held in the first year of the Medium-Term Business Plan.

    5) Certain portions of shares are distributed in cash on the assumption that they are exchanged for cash.

    6) Shares of the company obtained as stock bonus shall be held in principle for one (1) year after the date of retirement from the post of each director or executive officer.

  5. The standard for compensation of the president and chief executive officer is a 45:30:25 mix of a base salary, an annual performance-based cash bonus, and a medium-term performance-based stock bonus. For the other executive officers, the base salary ratio is set higher than that for the president.
    In addition, the ratio of the medium-term stock bonus (performance-based) and long-term bonuses within the stock compensation shall be 60:40.
  6. Compensation for non-residents of Japan may be handled in different ways from the above-mentioned treatment above due to legal and other circumstances.
  7. If the Board of Directors must resolve a correction to financial statements after they are announced due to a material accounting error or fraud, the Compensation Committee shall consider corrections to performance-based bonuses and limit payment or request return of the bonuses when necessary (so-called “claw back clause”).
  8. The company reviews levels, composition, and other elements of compensation in a timely and proper manner in accordance with changes in the management environment.

Compensation System Diagram

Konica Minolta Executive compensation structure

Directors: Inside Directors (not concurrently holding Executive Officer posts)
Base salary
Medium-term stock bonus (Non-performance-based)
Long-term stock bonus
Directors: Outside Directors
Executive Officers: President & CEO
Annual performance-based cash bonus
Medium-term stock bonus (Performance-based)
Executive Officers: Other Executive Officers

Indicators for Performance-based Bonuses, Reasons for the Selection of These Indicators, and Method for Determining the Amount of Performance-based Bonuses

1. Annual Performance-based Cash Bonus

(1) Overview (Items and Indicators)
Item Portion according to performance level Portion according to attainment of performance targets Portion according to personal appraisal
Assessment index and others Operating profit Profit for the year Total Asset Turnover KMCC-ROIC Reflects progress of each executive officer’s key measures
40% 30% 30%
Linked with Group consolidated performance result level Linked with annual performance target attainment rate

Note:1. Component ratios are theoretical values based on design.
2. KMCC-ROIC is the ROIC used to calculate the annual performance-based cash bonus for the relevant fiscal year and uses assets that can be individually managed and improved by each business unit as invested capital.

(2) Indicators for performance-based bonuses, reasons for the selection of these indicators

1) The indicator for the level of performance results portion is the amount of Group consolidated operating profit. It was judged that operating profit is the most appropriate indicator for determining the responsibility for performance that should be taken on by executive officers with the aim of realizing sustainable growth and enhanced corporate value by achieving higher levels of operating profit.

2) The indicators for the portion according to attainment of performance targets are the amount of profit for the year, total asset turnover ratio, and KMCC-ROIC. These indicators attach strong significance to the Company’s sustainable growth and the enhancement of the medium- to long-term corporate value. Current profit, was selected in order to improve ROE by achieving a fundamental recovery in profitability and to secure funds for dividends, total asset turnover was chosen with the aim of reducing total assets and interest-bearing debt while ensuring cash allocation, while KMCC-ROIC was selected to increase the efficiency of invested capital.

3) The reason for this is that the “Individual Evaluation” uses indicators to assess the progress of each Executive Officer’s strategic priority policies and targets, employing perspectives and items that are different from those of the “Performance Level” and “Achievement of Performance Targets.” In particular, we ensure the timely and appropriate implementation of measures strategically necessary to improve our corporate value in the medium- to long-term, even if they do not appear in financial indicators or are accompanied by a temporary deterioration of financial indicators. For the portion according to personal appraisal, factors such as the progress of each executive officer’s key operational measures are used as indicators. Matters are evaluated from a different perspective than the performance results portion and the portion according to the attainment of performance targets.

(3) Methods for determining the amount of compensation

1) The amount paid for the level of performance results portion is calculated by multiplying a value determined according to the amount of Group consolidated operating profit by a number of points set for each position. Said value is decided in accordance with a table formulated in advance.

2) The amount paid for the portion according to attainment of performance targets is calculated by multiplying the payment rate calculated from the annual performance target attainment rate (calculated based on the weighting of each indicator) by a set amount according to position. This is intended to leverage the combined power of all our Executive Officers toward the group’s optimal solution by applying the Group’s Executive Officers to its consolidated performance on a joint basis. The rate of the payment varies from 0% to 200%, depending on the attainment level of the target.

3) The “Individual Evaluation” is calculated by multiplying the standard amount for each position by the evaluation of the state of achievement of strategic priority policies for each Executive Officer, which is drafted by the President & CEO (the evaluation ranges from 0% to 200%, taking 100% as a base). In order to ensure objectivity and fairness in this evaluation, the Compensation Committee shall receive an explanation from the President & CEO at the beginning of each fiscal year of each Executive Officer’s strategic priorities and targets and confirm consistency with the annual management plan outline and medium-term business plan determined by the Board of Directors.

4) The payment amounts in the three items listed above will be discussed and settled by the Compensation Committee.

2. Medium-term Stock Bonus (Performance-based)

(1) Overview (Items and Indicators)
Item Medium-term stock bonus (performance-based)
Assessment Index
* All items are based on the Group		 Group consolidated financial indicators Non-financial indicators
ROE The CO2 emissions reduction rate Employee engagement score
80% 10% 10%
Linked with attainment rate of medium-term business plan targets
(2) Indicators and the reasons for the selection of these indicators

In order to achieve sustainable growth and increase corporate value over the medium- to long- term, we use ROE as a financial indicator, and our CO2 emission reductions through measures and employee engagement score as non-financial indicators (all on a group-wide basis). ROE was selected to enhance profitability from an investor’s perspective. The CO2 emissions reduction rate was selected to link environmental value to business growth while addressing the social issue of climate change, and the employee engagement score was selected to maximize performance by developing and acquiring human resources and strengthening organizational capabilities.

(3) Methods for determining the amount of compensation

1) The number of stock to be distributed is determined by multiplying the payment rate calculated from the target attainment rate in the final fiscal year of the medium-term business plan, reflected with the weighting of the indicator, by the number of points set for the position accumulated over the same period, with one point equaling one share that will be transferred as compensation.
The rate of the payment varies from 0% to 200%, depending on the attainment level of the target.

2) Points set per position is calculated by dividing the amount of resources allocated per position by a reference stock price.

3) The reference stock price shall be the average stock price for the first three months of the medium-term business plan period.

4) The number of shares transferred listed above will be discussed and settled by the Compensation Committee

Activities of the Compensation Committee, etc.

Month Attendance Main agenda items ◆: Resolution adopted ◇: Deliberated ○: Reported △ :Other
May 2023 All 4 attended ○ Voluntary return of a portion of executive officer compensation
May 2023 All 4 attended ◆Annual performance-based cash bonus of Executive Officers in FY2022
◆ Stock compensation for Executive Officers in FY2022
◆ Partial revision of the Policy for Determining Compensation and internal rules for executive compensation
○ Strategic priority policies for Executive Officers in FY2023
June 2023 All 4 attended ◆ Selection of Committee Chair
◆ Compensation Committee’s annual policy and plan for 2023
◆ Compensation (standard annual salary) by individual executive since July 2023
November 2023 All 4 attended Partial revision of internal rules on executive compensation
Strategic priority measures for each executive officer’s strategic priority policies - President's assessment for 1H FY2023
March 2024 All 4 attended ◆ Individual compensation for executive officers in FY2024 (standard annual salary) [provisional]
◇ Review of executive compensation system
○ Set targets for the non-financial indicator "CO2 emission reduction rate" for each fiscal year for medium-term stock bonuses (performance-based)
April 2024 All 4 attended ◆ Revision of non-financial indicator for medium-term stock bonus (performance-based) "CO2 emissions reduction through measures"
◆ Partial revision of policy for determining compensation and executive compensation rules
◇ Review of executive compensation system
May 2024 All 4 attended ◆ Determination of the amount of annual performance-based cash bonuses for executive officers in FY2023
◆ Stock compensation for executive officers in FY2023
◆ Individual compensation for executive officers (standard annual salary)
◆ Partial revision of executive compensation internal rules
○ Strategic priority policies for executive officers

Amount of Compensation Paid to Directors and Executive Officers for the Year Ended March 2024

(Unit: 1 million yen)
Total Fixed compensation Performance-based compensation Stock bonus
Persons Amount Persons Amount Persons Amount
Directors Outside 88 6 88 - - - -
Inside 40 1 31 - - 1 8
Total 128 7 120 - - 1 8
Executive Officers 406 9 250 9 102 9 54

Notes

1.The number above includes one Outside Director and one Executive Officer (concurrently serving as Director) who resigned at the date of the 119th Ordinary General Meeting of Shareholders held on June 20, 2023. At the end of the period (March 31, 2024), the Company had five Outside Directors, one Inside Director (not concurrently holding Executive Officer posts) and eight Executive Officers.

2.In addition to the one inside director shown above, the company has another five inside directors who concurrently hold executive officer posts, and the compensation to these directors is included in compensation to executive officers.

3.Regarding the performance-based compensation, the amounts which were recorded as expense in the period are stated.

4.Regarding the stock-based compensation, the amounts shown are those to be recorded as expenses in the fiscal year concerned, based on calculation of the expected amount of compensation including future granting of the company's shares, in accordance with the expected number of points granted to Directors (excluding outside directors) and executive officers. The amount includes the amount of medium-term stock bonus (performance-based) to be delivered in proportion to the achievement rate of the targets of the medium-term business plan.

5.In addition to the above compensation, the following payment was made during the current fiscal year under review in accordance with the resolution of the Compensation Committee at that time for the previous compensation upon retirement, which was abolished in June 2005.
• One Executive Officer (concurrently serving as Director) 14 million yen (retired on June 20, 2023)

Persons whose total compensation was over 100 million yen or more in fiscal 2023 are as follows.

Position/Name Company category Total Fixed compensation Performance-based compensation
（Note 2）		 Stock bonus
（Note 3）
Senior Executive Vice President and Executive Officer
Kiyotaka Fujii		 Submitting company 118 35 13 6
Consolidated subsidiary
Ambry Genetics Corporation （Note 1）		 63 - -

Notes

1.Senior Executive Vice President and Executive Officer Kiyotaka Fujii is the chairperson of three consolidated subsidiaries (REALM IDx, Inc., Ambry Genetics Corporation, and Invicro, LLC) during the current fiscal year, and receives compensation from Ambry Genetics Corporation.

2.Regarding performance-based cash bonus, the amounts that were recorded as expenses in the current fiscal year are shown.

3.Regarding the stock bonus, the expected amount of future bonuses, including the issuance of Company shares, is calculated according to the estimated points to be allotted, and the amount to be recorded as an expense in the current fiscal year is shown. The amount includes the medium-term stock bonus (performance-based) to be distributed according to the target achievement rate during the period of the medium-term business plan.

Group Auditing System

Creating a System That Aims for Effective Audits

Konica Minolta Inc., which has adopted the company-with-committees system, has established an Audit Committee, while its subsidiaries in Japan have appointed their own respective auditors. In addition, Konica Minolta Inc., has a Corporate Audit Division, which conducts an internal audit of the entire Group.
The members of the Audit Committee and the Corporate Audit Office, as well as auditors of the subsidiaries in Japan, share related information and strengthen the coordination of audit activities across the Group. With the aim of ensuring effective audits, the same parties hold regular meetings with the accounting auditors, review auditing systems and policies, and examine whether or not the accounting auditors can fulfill their tasks properly.

The members of the Audit Committee and the Corporate Audit Division, as well as auditors of the subsidiaries in Japan, share related information and strengthen the coordination of audit activities across the Group. With the aim of ensuring effective audits, the same parties hold regular meetings with the accounting auditors, review auditing systems and policies, and examine whether or not the accounting auditors can fulfill their tasks properly.

Audit Committee System and Roles

The Audit Committee is comprised of four directors (who do not hold positions as executive officers), three of whom are outside directors. The Chairperson of the Audit Committee is selected from among the outside directors. To ensure effective operation of the committee, it has established its own office (Audit Committee Office) with staff members who are independent of any sections committed to actual business operations. The Audit Committee members evaluate the legality and validity of the management decisions made by directors, executive officers and, monitor and validate internal control systems, assess the adequacy of the accounting auditors, and determine the agenda of the general meeting of shareholders regarding the appointment and dismissal of accounting auditors. In principle, a committee meeting is held before the meeting of the Board of Directors, so that the committee members can present their opinions to the meeting of the Board of Directors, if deemed appropriate.

Corporate Audit Office Systems and Role

The Company has set up the Corporate Audit Office to be responsible for the internal audit of the entire group and to perform internal audits of the Company and its subsidiaries as an organization under the direct control of the President. The Corporate Audit Office has established a dual reporting line and reports to the President and the Audit Committee, and the Chairperson of the Audit Committee reports the contents of the Audit Committee report to the Board of Directors accordingly. Using the risk assessment approach, the division evaluates these companies in terms of the reliability of their financial statements, the efficiency and effectiveness of their business operations, their legal compliance, and the protection of assets. It also conducts follow-up audits to verify what improvements have been made in response to audit findings. Furthermore, we have established internal audit departments in major subsidiaries, and are strengthening the internal audit function of the group while coordinating with the Corporate Audit Office. Additionally, major subsidiaries have their own internal audit divisions that work closely with the Corporate Audit Division of Konica Minolta Inc. to enhance the internal audit function of the entire Group.

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