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Governance4902KONICA MINOLTA,INC.Electrical Equipment and Precision Instruments

Report on Corporate Governance 2026/06/24

From fiscal 2026, the executive compensation system was revised, and TSR (total shareholder return)-linked share-based compensation was introduced for executive officers. The evaluation of the Board of Directors’ effectiveness identified the formulation of a medium- to long-term business portfolio strategy and faster execution as issues to be addressed going forward.

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Governance structure

Company with Three Statutory Committees
Controlling shareholder
There is no controlling shareholder. There is no parent company.

When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.

Board of Directors9 membersof which 5 outside55.6%
Half
OutsideIn-house

社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.

Number of independent officers5Number

This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.

CommitteeInstallation Nominating Committee, Compensation Committee, Audit Committee / Percentage of outside members Nomination Committee 5/6 / Compensation Committee 3/4 / Audit Committee 3/4
Policy on cross-shareholdings

As a general rule, the Company does not hold listed shares as cross-shareholdings unless their significance and rationale are recognized. Shares with limited significance or rationale will be sold. In fiscal 2025, the Company sold 1 holding for ¥152 million.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Changes this time

In fiscal 2025, the activities of the Corporate Governance Committee were suspended. In fiscal 2026, the policy for determining compensation was revised and TSR-linked share-based compensation was introduced. The current director who does not concurrently serve as an executive officer will retire, and a new candidate has been selected.

Governance structure
ItemDetails
Corporate Governance StructureCompany with Three Statutory Committees
Number of directorsTotal number 9 / Of which, outside 5
Number of independent officers5
CommitteeInstallation Nominating Committee, Compensation Committee, Audit Committee / Percentage of outside members Nomination Committee 5/6 / Compensation Committee 3/4 / Audit Committee 3/4
Policy on cross-shareholdingsAs a general rule, the Company does not hold listed shares as cross-shareholdings unless their significance and rationale are recognized. Shares with limited significance or rationale will be sold. In fiscal 2025, the Company sold 1 holding for ¥152 million.
Controlling shareholderThere is no controlling shareholder. There is no parent company.
Changes this timeIn fiscal 2025, the activities of the Corporate Governance Committee were suspended. In fiscal 2026, the policy for determining compensation was revised and TSR-linked share-based compensation was introduced. The current director who does not concurrently serve as an executive officer will retire, and a new candidate has been selected.
Items this document does not state (1)
Takeover defenses

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To strengthen incentives to achieve the targets of the medium-term management plan and annual budget, and to increase the motivation to enhance corporate value over the long term by increasing shareholder value.

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Report on Corporate Governance 2026/06/24 | KONICA MINOLTA,INC. (4902) timely disclosure | Komori