CANON INC. | ||
(Registrant) |
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Date.... April 30, 2009.... | By....../s/...... Masashiro Kobayashi ................. | |
(Signature)* |
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Masashiro Kobayashi |
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General Manager |
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Global Finance Management Center |
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Canon Inc. |
I. | Fundamental Policy Concerning Corporate Governance and Basic Information about Capital Structure, Corporate Attributes, etc. | |
1. | Fundamental Policy |
2. | Capital Structure |
Percentage of Shares Held by Foreign Investors
|
30% and above | ||||
Name of Shareholders | Number of Shares Held |
Shareholding Ratio (%) |
||||||||||
The Dai-Ichi Mutual Life Insurance Co. |
93,312,600 | 7.00 | ||||||||||
Moxley & Co. |
64,552,391 | 4.84 | ||||||||||
Japan Trustee Services Bank, Ltd. (Trust Account) |
57,055,500 | 4.28 | ||||||||||
Japan Trustee Services Bank, Ltd. |
53,469,300 | 4.01 | ||||||||||
(Trust Account 4G) |
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The Master Trust Bank of Japan, Ltd. (Trust Account) |
47,213,400 | 3.54 | ||||||||||
JP Morgan Chase Bank & Co. 380055 |
30,220,800 | 2.27 | ||||||||||
State Street Bank and Trust Company |
25,969,814 | 1.95 | ||||||||||
Mizuho Corporate Bank, Ltd. |
25,919,736 | 1.94 | ||||||||||
Sompo Japan Insurance Inc. |
22,910,347 | 1.72 | ||||||||||
The Chase Manhattan Bank, N.A. London S.L. Omnibus Account |
21,615,302 | 1.62 | ||||||||||
3. | Corporate Attributes |
Stock Exchange Listings
|
Tokyo (1st Section), Osaka (1st Section), Nagoya (1st Section), Fukuoka (Existing Market) and Sapporo (Existing Market) |
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Fiscal Year-end
|
December | ||||
Sector
|
Electric appliances | ||||
Number of Employees (Consolidated)
|
1,000 and above | ||||
Net Sales (Consolidated)
|
1 trillion yen and above | ||||
Parent Company
|
NA | ||||
Number of Subsidiaries and Affiliates
|
100 and above but less than 300 | ||||
4. | Other Special Circumstances that may have a Material Impact on Corporate Governance (revised) | ||||
(1) | Supplementary information regarding Overview of Major Shareholders, under item 2, Capital Structure: | ||||
Overview of Major Shareholders is as of December 31, 2008. In addition, as of the same date, the Company holds 99,275,245 shares (Shareholding Ratio 7.44%) in the form of treasury stock. | |||||
(2) | The Company has 5 listed subsidiaries and 3 listed sub-subsidiaries. The Company respects the independence of each company in its managerial decision-making and execution of duties. | ||||
II. | Overview of Corporate Governance Structure in terms of the Organization of Management regarding Managerial Decision-Making, Execution of Duty, Oversight and other matters | ||||
1. | Items Concerning Institutional Structure, Organizational Operation, etc. |
Organizational Form
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Company with a Board of Corporate Auditors |
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Chairman of the Board of Directors | Chairman of the Company (excluding the case when the chairman of the company concurrently holds position of president) |
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Number of Directors | 25 | ||||
Elected Outside Directors | None | ||||
Existence or Nonexistence of a Board of Corporate Auditors | Exists | ||||
Number of Corporate Auditors | 5 | ||||
Outside Corporate Auditors | Elected | ||||
Number of Outside Corporate Auditors | 3 | ||||
Name | Occupation | Relation with the | ||||||
Company | ||||||||
Tadashi Ohe
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Attorney | A current Outside Director or Outside Corporate Auditor of another company | ||||||
Yoshinobu Shimizu
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Certified Public Accountant | A current Outside Director or Outside Corporate Auditor of another company | ||||||
Minoru Shishikura
|
Former employee of another company | A current Outside Director or Outside Corporate Auditor of another company | ||||||
Name | Supplementary | Reason(s) for Appointing | ||||||
Information in Regard | the Relevant Outside | |||||||
to Applicable Items | Corporate Auditor | |||||||
Tadashi Ohe
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NA | Insight and experience gained through being an attorney | ||||||
Yoshinobu Shimizu
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NA | Insight and experience gained through being a certified public accountant | ||||||
Minoru Shishikura
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NA | Insight and experience gained through many years working for a financial institution | ||||||
Implementation of Measures to Grant Incentives to Directors | Introduction of Stock Option Plan | ||||
The Grantees of Stock Options | The Companys Directors and Others | ||||
Disclosure Method | Annual Report filed with the Japanese government pursuant to the Securities and Exchange Law of Japan, Business Report | ||||
Disclosure Situation | Aggregate amount of Director remuneration is disclosed | ||||
2. | Items Concerning Functions such as Execution of Duties, Audit and Supervision, Designation, and Remuneration Determination (revised) |
Certified Public Accountant | Accounting Firm | ||||||||||
Designated Partner |
Engagement Partner |
Hideo Kojima | Ernst & Young ShinNihon LLC |
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Designated Partner |
Engagement Partner |
Naomitsu Hirayama | Ernst & Young ShinNihon LLC |
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Designated Partner |
Engagement Partner |
Yuichiro Munakata | Ernst & Young ShinNihon LLC |
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Designated Partner |
Engagement Partner |
Hiroki Suzuki | Ernst & Young ShinNihon LLC |
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III. | Implementation of Measures Related to Shareholders and Other Stakeholders | |
1. | Measures to Revitalize the Shareholders Meetings and Facilitate the Exercise of Voting Rights |
Supplementary Information | |||||
Early Distribution of Notice Regarding the Ordinary General Meeting of Shareholders |
The Company sent its Notice of Convocation of the Ordinary General Meeting of Shareholders 25 days prior to its latest Ordinary General Meeting of Shareholders. | ||||
Other
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For foreign shareholders, the Company prepares English translations of its Notice of Convocation of the Ordinary General Meeting of Shareholders and Business Report and distributes this information to standing proxies. | ||||
2. | IR Activities (revised) |
Existence or Nonexistence of explanations by a company representative |
Supplementary Information | |||||||
Holding of Periodic Conferences for Individual Investors |
NA | In 2005, the President & CEO (at that time) held a conference. In 2006, the Senior Managing Director and Group Executive of Finance & Accounting Headquarters (at that time) held two conferences. In 2008, the Managing Director and Group Executive of Finance & Accounting Headquarters held a conference. | ||||||
Holding of Periodic Conferences for Analysts and Institutional Investors |
Exists | In 2007, the Chairman &
CEO held a conference on
management policy
(Corporate Strategy
Conference). Furthermore,
on a quarterly basis,
conferences for analysts
and institutional
investors in Japan to
report the results on the
day financial results
were announced by the
Executive Vice President
(at that time) for the
first-quarter and the by
Managing Director and
Group Executive of
Finance & Accounting
Headquarters from the
second quarter were held.
In addition, the Company
held two conferences,
focusing on product
groups hosted by the
executive in charge of
each group. In 2008, the Chairman & CEO and President & COO held a Corporate Strategy Conference. Furthermore, on the day financial results were announced on a quarterly basis, conferences for analysts and institutional investors in Japan to report the results were held by the Managing Director and Group Executive of Finance & Accounting Headquarters. In addition, the Company held one conference, focusing on a product group hosted by the executive in charge of the group. In 2009, the Chairman & CEO and President & COO held a Corporate Strategy Conference. |
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Holding of Periodic Conferences for Overseas Investors |
NA | In 2007, the Managing Director and Group Executive of Finance & Accounting Headquarters visited overseas investors to discuss the Companys management and business strategies. In addition, on a quarterly basis conference calls to report the results on the day financial results were announced by the Executive the Vice President (at that time) for the first-quarter and by the Managing Director and | ||||||
Group Executive of
Finance & Accounting
Headquarters from the
second quarter was held. In 2008, the Managing Director and Group Executive of Finance & Accounting Headquarters visited overseas investors to discuss the Companys management and business strategies. In addition, on the day financial results were announced on a quarterly basis, the Managing Director and Group Executive of Finance & Accounting Headquarters hosted conference calls to report results. |
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Posting of IR Materials on Homepage |
Exists | As a general rule, the Company strives to post all disclosed materials on its Japanese and English language websites. The websites also include information on the Companys stock price, historical financial data (10-year summary), and audio or video from various recently held investor-related conferences. | ||||||
Establishment of a Post for IR |
NA | The IR Promotion Division, which is a part of the Global Finance Center, organized under Finance & Accounting Headquarters, is in charge of investor relations. The Director in charge of investor relations is the Managing Director and Group Executive of Finance & Accounting Headquarters. The person in charge of the investor relations program on a day-to-day basis is the general manager. | ||||||
3. | Measures Concerning Respecting the Position of Stakeholders |
Supplementary Information | |||||
Internal Rules, etc. Regarding Respecting the Position of Stakeholders |
In line with Canons corporate philosophy of kyoseiliving and working together for the common goodthe Company works to fulfill its social responsibilities, fostering good relations, not only with its customers, the communities in which the Company operates, and shareholders, but also with nations and the environment. These objectives are outlined in the Canon Group Code of Conduct, which Canon Directors and employees adhere to when conducting business activities. | ||||
Implementation of Environmental Conservation Activities, CSR Activities, etc. |
Regarding the Companys environmental
conservation activities and CSR
activities, related divisions are in
charge of handling these
responsibilities in accordance with
Canons corporate philosophy of
kyosei. Detailed information on these activities appears in the Sustainability Report, which the Company publishes to ensure accountability to its stakeholders. |
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Establishment of Policies, etc. Concerning Supplying Information for Stakeholders |
As for information-disclosure policies, the Company has drawn up its own guidelines, which it adheres to when disclosing information. In addition, the Company established the Disclosure Committee in 2005 to ensure that important management information is disclosed in an accurate, comprehensive, and fair manner. | ||||
IV. | Basic Policy Concerning Internal Control Systems and Overview of their Implementation | |||
Basic Policy Concerning Internal Control Systems and Overview of their Implementation(revised) | ||||
1. | System for ensuring Directors and Employees Compliance with Laws and Articles of Incorporation | |||
(1) | Based on the spirit of the Three Selfs (self-motivation, self-management, and self-awareness)a Canon universal principle dating back to the Companys foundingthe Company established the Canon Group Code of Conduct as a standard to which Directors, Executive Officers and employees must adhere when performing their work. Canons Corporate Ethics and Compliance Committee, which manages and oversees this initiative, promotes compliance activities through compliance staff assigned to each division. | |||
(2) | The Company ensures the implementation of the basic policy that provides not to have any relation with antisocial forces, and also maintains and improves the cooperation structure with external institutions such as police by establishing a department in charge. | |||
(3) | The Companys internal auditing, legal, and other divisions work to strengthen compliance through law-abidance guidance and monitoring on its business activities. | |||
(4) | An in-house hotline system is employed to help prevent improprieties. | |||
2. | System for Maintaining and Managing Information Relating to the Performance of Duties by Directors | |||
Information relating to the performance of duties by Directors is maintained and managed in accordance with the Companys basic rules for document management and other in-house rules. A system has been established that enables Directors, Corporate Auditors, and internal auditing to access this information anytime. | ||||
3. | Rules and Other Systems Regarding Management of Risk of Loss | |||
(1) | Important matters are carefully deliberated at the Executive Committee and in other various Committees to eliminate or reduce business risks. | |||
(2) | Business processes are specified and risks are evaluated based on guidelines of the Internal Control Committee to ensure the accuracy and reliability of financial reporting. This must be documented in writing, and the status of control activity is regularly confirmed. | |||
(3) | A risk management system is created through the formulation and observance of various in-house rules to protect the Company from diversifying risks (quality, environmental, disaster, information-related, export management, etc.) and |
maintain public faith. In particular, Basic Policies Regarding Product Safety have been established, which govern efforts in supplying customers with safe products that will allow comfortable and satisfactory use. | ||||
(4) | Auditing by internal auditing is carried out for the early detection and resolution of risks. | |||
4. | System for Assuring Directors Efficient Execution of Duties | |||
(1) | Important matters are carefully deliberated in advance by the Executive Committee and in various Committees to promote prompt and appropriate decision making by Directors. | |||
(2) | Management policies are explained in long-term management plans, and Company goals are given concrete shape in medium-term plans. In addition, annual and quarterly short-term plans and monthly budgetary control are used to monitor performance progress, through which the Company makes optimum use of management resources. | |||
5. | System for Ensuring Appropriate Groupwide Operations | |||
(1) | Based on the Canon Group Code of Conduct, the Company promotes Groupwide compliance and infuses an awareness of compliance and corporate ethics. | |||
(2) | The internal auditing, legal, and other divisions provide guidance and monitoring with regard to the observance of laws in the business activities of all Group companies. | |||
(3) | The soundness and efficiency of the Groups business activities are ensured by means of Groupwide medium-term plans and deliberations in the various Committees. | |||
6. | Matters Regarding Employees Who Assist the Duties of Corporate Auditors and Their Independence | |||
(1) | The Office of Corporate Auditors has been established, and full-time employees of a requisite size have been assigned to it. | |||
(2) | The Office is an organization independent of the Board of Directors, and changes in its personnel require the prior consent of the Board of Corporate Auditors. | |||
7. | System of Reporting to Corporate Auditors and Other Systems for Securing the Effectiveness of Auditing by Corporate Auditors | |||
(1) | Directors promptly report to corporate auditors matters that may have a significant impact on the Company. | |||
(2) | Directors, Executive Officers and employees deliver reports periodically to Corporate Auditors regarding matters the Directors and Corporate Auditors have previously agreed upon in consultations. | |||
(3) | Corporate auditors periodically receive reports from accounting auditors. | |||
(4) | Corporate auditors attend Executive Committee and other important meetings. |
2. Overview of Implementation | ||||
(1) | Based on a resolution of the Board of Directors meeting, the Company has incorporated a provision on cutting off relation with antisocial forces in the Internal Control Systems as mentioned above, and also incorporates provisions to the same effect in the Employment Regulation, in order to ensure the employees implementation thereof. | |||
(2) | The General Affairs Division of the Companys Headquarter is set as the administration department of the Group to deal with antisocial forces, and endeavors to prevent transactions, etc. with antisocial forces by sharing information regarding antisocial forces and countermeasures against them with each general affairs department of the Group. | |||
(3) | The Company establishes a cooperation structure with external institutions such as police and lawyers. | |||
(4) | Regarding payments for auspices, the Company reviews them in advance in order to check that there is not any issue based on legal and corporate ethical perspective. | |||
V. | Other | |||
1. | Matters Regarding Takeover Defense | |||
Not introduced. | ||||
2. | Other Items Concerning Corporate Governance Systems, etc. (revised) |