Corporate Governance
Corporate Governance
Basic Approach
We recognize that management transparency and the monitoring of progress toward management targets are extremely important. This is reflected in our wide-ranging initiatives to strengthen corporate governance.
For details, please see our Corporate Governance Report.
Corporate Governance Organization (As of March 29, 2022)

Board of Directors
We maintain a structure in which the representative director oversees Companywide business strategies and execution, while supervision of business domains and headquarters functions is primarily through executive directors, and add at least two independent outside directors to ensure sound management. In accordance with laws and ordinances, the Board of Directors monitors important decisions and implementation.
Other decisions are handled by the representative director or under the representative director's direction and supervision through executive officers whom the Board of Directors appoints through its resolutions to assume responsibility for making and implementing decisions for business domains and headquarters functions.
Audit & Supervisory Board
The Audit & Supervisory Board functions independently of the Board of Directors, and comprises individuals who are familiar with the Company's business or corporate management and who have accounting or other expertise. At least one outside Audit & Supervisory Board member is an outside person who fulfills the independence criteria of Standard that the Board of Directors separately determines. The Audit & Supervisory Board cooperates with the independent auditor and the Internal Auditors Office to assess performance and corporate assets and ensure sound management.
Policies and Procedures for Determining Remuneration for Senior Executives and Directors
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Policy
Remuneration for the representative director and directors consists of basic remuneration, which is a fixed basic monthly fee for executing their roles and duties, a bonus linked to performance during the fiscal year, and stock compensationtype stock options as incentives to promote improvements in medium- to long-term business performances and corporate value. The same applies to remuneration for executive officers, who are vice presidents or above.
Outside directors only receive basic remuneration.
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Procedures
The Company maintains a voluntary four-person Nomination and Remuneration Committee comprising the president, one director, and two independent outside directors.
This Committee verifies the appropriateness of the remuneration system for directors and executive officers who are vice presidents or above, including ideas on calculating basic remunerations and bonuses and the criteria for granting stock compensationtype stock options.
Remunerations are all in line with the remuneration structure, whose basic calculation approaches were resolved at meetings of the Board of Directors and are verified by the Nomination and Remuneration Committee.
The total of basic remuneration and stock compensationtype stock options for directors must be less than the maximum total remuneration approved at general meetings of shareholders. Bonuses, however, are determined when proposals for them are approved at ordinary general meetings of shareholders.
Policies and Procedures in the Appointment / Dismissal of Senior Executives and the Nomination of Candidates for Director and Audit & Supervisory Board Member
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Policy
In principle, director and Audit & Supervisory Board member candidates, vice presidents, and higher-ranking executive officers are elected from among those who are deemed capable of fulfilling the duties fairly and appropriately, have a high level of insight, and fulfill the following requirements, regardless of their gender, nationality, ages, and other individual attributes.
<Representative director and director>
Having a true understanding of the corporate philosophy and code of conduct of the Company, as well as a broad familiarity with the Company's businesses and operations, both of which are gained through the experience of serving as an executive officer, for example, and the ability to make effective decisions from a higher perspective, looking at multiple businesses and headquarters functions
<Independent outside director>
Having a high level of expertise and extensive experience in fields such as business management, risk management, law, and economics, in addition to meeting the independence criteria that are separately determined by the Board of Directors
<Audit & Supervisory Board member>
Having a high level of expertise and extensive experience in fields such as business management, finance, accounting, and internal control. At least one outside Audit & Supervisory Board member shall fulfill the independence criteria that are separately determined by the Board of Directors.
<Vice president or higher-ranked executive officer>
Having been highly evaluated in terms of performance, ability, and personality in managerial assessment, having sufficient knowledge, experience, and judgment to bear the responsibility for execution in specific fields, and truly understanding the corporate philosophy and code of conduct of the Company.
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Appointment and Nomination Procedures
The Company maintains a voluntary four-person Nomination and Remuneration Committee comprising the president, one director, and two independent outside directors.
To nominate director or Audit & Supervisory Board member candidates and appoint vice presidents (including successors and candidates for president and representative director), the president and representative director first nominates candidates from among those fulfilling requirements. The nomination is submitted at a meeting of the Board of Directors after the Nomination and Remuneration Committee confirms that it is fair and appropriate.
The Audit & Supervisory Board discusses and consents to nominees before deliberations by the Board of Directors.
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Dismissal Procedures for Management Team Executives
Directors and Audit & Supervisory Board members can ask the Nomination and Remuneration Committee for deliberations at any time to decide whether the dismissal of a representative director, executive director, or executive officer who is a vice president or above (collectively, "management team executives") is necessary in the event of illegal, unfair, or treasonous behavior among such individuals, if they have failed to fulfill their roles, or for other reasons that make such people unsuited to retain their posts as management team executives.
All results of Nomination and Remuneration Committee deliberations shall be submitted to the Board of Directors, regardless of the outcome of Board of Directors' deliberations on the necessity of dismissal. The management team executives subject to deliberations cannot join in discussions.
Relationship with the Parent Company
Our parent company, Canon Inc., whose policy is to list its subsidiaries on stock exchanges to optimize its consolidated results, ensures earnings stability by maintaining the independence and dynamic management structures of those companies. This approach enhances Group value in keeping with the interests of all shareholders, including minority ones.
Canon MJ sells and services Canon products. It also sells and services the products and IT solutions of other entities in response to customer needs. To develop our own businesses, we have to make swift decisions, procure funds flexibly, and attract talented people. We are able to do this because we are listed and operate independently. We thus believe that expanding earnings through our businesses help increase the Canon Group's corporate value while benefiting shareholders overall.
The parent company's involvement in running our organization is limited to exercising voting rights as a shareholder. No parent directors hold concurrent positions with us. Half of the members of our voluntary Nomination and Remuneration Committee are independent outside directors, ensuring transparency and fairness. We confirm that transactions with Canon Inc., such as to determine purchase prices and interest rates on loans, do not disadvantage either party. We only implement these transactions after signing contracts.
Business Management Organization and Other Corporate Governance Systems regarding Decision Making, Execution of Business, and Oversight
Maximum number of directors stipulated in Articles of Incorporation | 21 |
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Term of office stipulated in Articles of Incorporation | 1 year |
Chairperson of the Board of Directors | President |
Number of directors | 7 |
Appointment of outside directors | Appointed |
Number of outside directors | 3 |
Number of outside directors qualifying as independent directors | 3 |
Committee's name | Total number of members (persons) | Full-time members (persons) | Internal directors (persons) | Outside directors (persons) | Outside experts (persons) | Other (persons) | Chairperson | |
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Committee corresponding to Nomination Committee | Nomination and Remuneration Committee | 4 | 0 | 2 | 2 | 0 | 0 | Internal director |
Committee corresponding to Remuneration Committee | Nomination and Remuneration Committee | 4 | 0 | 2 | 2 | 0 | 0 | Internal director |
Establishment of Audit & Supervisory Board | Established |
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Maximum number of Audit & Supervisory Board members stipulated in Articles of Incorporation | 5 |
Number of Audit & Supervisory Board members | 5 |
Number of independent directors and Audit & Supervisory Board members | 5 |
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