The Canon MJ Groupʼs Corporate GovernanceRoundtable Discussion between Outside Directorsthat the formulation of the Purpose that clearly points
us to the direction we should aim for is very meaningful.
Kawamoto: With regard to the key topic of M&As, we mademajor moves to acquire Tokyo Nissan Computer Systems(currently TCS) last year and Primagest this year. While timing
and speediness are especially important when it comes to
M&As, the Board of Directors also checks other factors suchas appropriateness of M&A deals.
I must add that M&As are more about the post-acquisition
process than the acquisition itself. It is important to examine
whether it is really going well, and if it is not, why not. I think
this is a major responsibility for us.

Osawa: We are a cash-rich company, and have received
requests for more dividends from our shareholders. However,
we have kept our dividend payout policy as it is based on apayout ratio of 30%, because cash is necessary for capital
expenditure for facilities such as data centers, and carryingout M&As. Since I became a director six years ago, however,
unfortunately Canon MJ had not been able to seize opportunities for growth investment through M&As.
We stood by our stance and kept insisting, and finally aseries of growth investment projects are coming to fruition
through M&As. I think this is a result of tireless efforts on the
management teamʼs part thus far, as well as the shift toward
thinking more seriously about cash allocation.

“It is during a time of strong
Outside Director

Outside Director

Outside Director

performance like now that we should be

Toshiharu Hasebe

Yoshio Osawa

Hiroko Kawamoto

making efforts to improve the quality ofmanagement from multiple angles.
ROE of 9% or so is not enough.” (Osawa)

Toward the Realization of More Sophisticated Management
Outside Directors Yoshio Osawa, Toshiharu Hasebe, and Hiroko Kawamotosat down to discuss the current state of the Canon MJ Groupʼs management, governance, and the significance of the newly established Purpose.

Taking Swift Steps toward the Next Stage of Growth
Osawa: Canon MJʼs current business performance is extremely favorable, and the Medium-Term Management Plan (20222025) is also progressing smoothly. Although there are issues
such as cash allocation that need to be addressed, we havemostly been able to implement the measures we have set
forth to achieve our targets, which are beginning to pay off.
The quality of management is steadily improving. The factthat we were able to increase our consolidated payout ratio
target from 30% to 40% or more is the evidence of this.
However, it is during a time of strong performance like now
that we should be making efforts to improve the quality ofmanagement even further. Canon MJʼs ROE currently stands
at around 9%, but if we aim even higher to become an excellent company, anything below the 10% mark is not enough.
In addition to improving labor productivity, we also need tofurther enhance the skills, awareness, and job satisfaction of
our employees. Improvement in ROE should follow as a result.

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Canon Marketing Japan Inc. | Integrated Report 2023

Hasebe: “Expand the stock business by establishing a service-type business model ” is one of the targets set out
in the Medium-Term Management Plan (2022-2025), andis an extremely important task for the Company ʼs future.
I place particular importance on speediness in achieving
this target. While this has improved considerably since I
was appointed as a director three years ago, in todayʼ sturbulent society, there are times when I feel that we arestill not fast enough. We have to constantly question ourselves whether our current pace is really fast enough. Also,
it is because we are performing well right now that weshould step away from our current success model and takeon new challenges geared toward medium- to long-term
growth. We should not be content with success alone. The
management team together with the employees and partner companies need to move on to the next step with aneye to the next five and ten years. In this sense, I believe

Governance is Functioning Properly, Including Our Relationship with
Parent Company Canon
Osawa: The Board of Directors engages in quite lively discussions, and the Nomination and Remuneration Committee andAudit & Supervisory Board also ensure fairly rigorous management. I believe that our governance is functioning properly. That being said, we recently established an additional
committee, the Special Committee. As an advisory body to
the Board of Directors, the committee is composed of independent outside directors, and deliberates over matters suchas the risk of conflicts of interest occurring with Canon, thecontrolling shareholder, and ensuring transparency when
conducting transactions, and delivers reports to the Board of
Directors. Protecting the interests of minority shareholders
is an important issue in corporate governance for a listed

subsidiary of Canon, and we have been paying close attention to this. With the establishment of this new committee,
we have reemphasized this importance.
Hasebe: Rather than having a parent-subsidiary relationship,
I feel that Canon MJ and Canon are on equal footing, akin to
the relationship between manufacturing and sales divisions.
Considering current technology represented by AI, business
opportunities are expanding in various fields such as video
imaging, healthcare, and office. Canon brand and its technologies are invaluable in these areas, and leveraging themshould enable us to create even more value and contributeto society.

Canon Marketing Japan Inc. | Integrated Report 2023

40

The Canon MJ Groupʼs Corporate GovernanceRoundtable Discussion between Outside Directors
However, given the fact that we are a parent-subsidiary listing, we must give full consideration to the interests of minority shareholders. I believe that maintaining an appropriate
distance from Canon is an important role as an outside director, through daily exchanges of opinions and discussions withsenior management as well as within the Special Committee.
At the same time, I feel that we need to spread more detailed
information on the specific initiatives we are implementing toaddress conflicts of interest. There is still room for improvement in this area.
Kawamoto: I think there is still room for improvement in communication with investors. Rather than reacting after receiving an inquiry, I want Canon MJ to be more proactive andtake the initiative in providing information. It is not a goodlook if we appear to be doing something because we havebeen told to. I am concerned that it may be perceived as aweakness in our ability to communicate.

Last fall, I participated for the first time in the Canon EXPO,
held for the first time in eight years. The experience reaffirmed to me that Canon is a truly global company. As a member of a group that provides incredible value on a global scale,
I would like Canon MJ to make an even bigger impact on
Japanese society by creating value using these technologies.
Osawa: While the IT solutions business accounts for nearly
half of the Groupʼs total net sales, the greatest advantage it
provides is the ability to deliver total solutions while leveraging the strengths of Canon products. Canon MJ has also benefited greatly from the Canon brand and its trustworthiness,
which I am sure has also provided a considerable advantage
in recruiting activities. Turning to the existence of conflicts ofinterest and the enhancement of transparency, I believe that
we have no choice but to send out as much information as
possible to the outside world.

“A welcoming, family-like corporate

culture could become a weakness.
I intend to keep asking ʻhigh-quality

Hasebe: In order to transform our business model, we needto consider how to coordinate advanced, cutting-edge businesses with existing businesses. If we rush forward withnothing but unconventional ideas, it tends to create dissonance and tension with those involved in existing businesses
that actually generate sizable earnings. If this happens, wewill not be able to leverage our brand, customer base, ormarketing power in our existing business fields in the development of new businesses. However, I believe that presenting
and having our Purpose resonate with people will help clarify
the direction the entire Group is aiming for, create a sense ofunity, and ultimately enable us to utilize our competitive edge
in existing business fields to develop new businesses. In thissense, our Purpose plays an important role.

The Role of Outside Directors
Osawa: I think it is wonderful that on top of our long history,
we have a large, family-like corporate culture that warmly
welcomes new businesses and personnel into our Group. The
IT solutions business, which currently accounts for 40% of
total net sales, is also the result of past large-scale M&A. In
addition to my primary role as an independent outside director, I believe it is also important to provide advice on mattersthat warrant consideration and preparation with an eye tofive or ten years down the line, while fully understanding
and giving consideration to this corporate culture. Also, amid
the steady decrease in Japanʼs labor force, I think that, in
addition to improving productivity, we also need to tackle
the issue of promoting the active participation of women andexploring the employment of non-Japanese people.
Hasebe: As I touched upon earlier, we need to carefully monitor whether we are carrying out reforms at a sufficient pace.
Also, with Canon MJ coming under the constant scrutiny ofshareholders and the outside world as a parent-subsidiarylisting, I think ensuring that Canon and Canon MJ engage
in business with each other in a fair and transparent manner,and that information is disclosed to show that governanceis functioning properly, is also our responsibility as outside
directors. We need to make sure we fulfill this role.
Kawamoto: I also think that the Canon MJ Group is a family-like and welcoming company. This is both our strength andour appeal, but it could also become our weakness. As such,
I try to objectively express my opinion from an independent
standpoint, while also taking care that discussions do not
become inward-facing or centered on our own internal logic. I
intend to ask critical, high-quality questions, such as confirming the basis for decision-making and the processes behind
discussions on business execution. I believe that continuingsuch dialogue will enhance the transparency and soundness ofthe entire organization, thereby leading to sustainable growth.

questionsʼ to check whether our logic
is inward-looking.” (Kawamoto)“In order to transform our businessmodel, fostering a sense of unity
throughout the company is a major task.
Defining our Purpose that points us to
Formulation of the Purpose is of Great Significance for Medium- to Long-term Growth
Kawamoto: The Canon MJ Group recently established its
Purpose of “Bringing together hopes and ideas with technologies to create a future beyond imagining.” When taking
on the challenge of a new business, having a purpose serves
as the basis as to why we are working with this company orgroup and the axis on which to go back to basics. If a senseof unity is fostered based on the view that we are working inaccordance with this Purpose, this should generate synergies
and have great significance over the medium to long term.

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Canon Marketing Japan Inc. | Integrated Report 2023

Osawa: As Canon MJ is a company with a long history, it has
an excellent management philosophy and Code of Conduct.
The Purpose, however, was established from the realizationthat it was necessary to explicitly state the significance ofthe companyʼs unique presence in society. We spent about
two years discussing in-house, raising awareness throughout
the Group and carefully crafting it. It is more than just a slogan. It directly affects the motivation of employees in their
daily lives and work, so it is directly linked to our management philosophy.

the direction we are aiming for holds
great significance.” (Hasebe)

Canon Marketing Japan Inc. | Integrated Report 2023

42

The Canon MJ Groupʼs Corporate GovernanceCorporate GovernancePrincipal Meeting Bodies

Basic Stance on Corporate GovernanceWe recognize that sustainable growth in corporate value
requires ongoing improvement in such areas as managementtransparency and the monitoring of progress toward management targets. This is reflected in our wide-ranging initiatives to strengthen corporate governance.

Organizational Format

Company with Audit & Supervisory Board

Use of Executive Officer System

Yes

Board ofDirectors
Members:
7 in total
Term of office:1 yearCorporate Governance Structure (As of March 29, 2024)
General Meeting of Shareholders

Inquiry

7 Directors(President &Representative Director)

Audit & Supervisory Board

Nomination andRemuneration Committee

5 Audit & Supervisory Board
Members

Management Committee

Cooperation
Cooperation

Disclosure Committee
Internal Controls Evaluation Committee
Risk and Crisis Management Committee

Cooperation

Accounting
Audit

Internal Auditors Office

ReportSustainability Promotion
Committee

Monitoring

Special Committee

ReportAppointment/Dismissal

Cooperation

Internal Audit

Business Units/Group Companies

Independent Auditor

Board of Directors

Appointment/Dismissal

AdviceAdministrative Divisions

Lawyers/
Licensed Tax Accountants

Appointment/Dismissal

Audit &
Supervisory
Board
Members:
5 in total
Term of office:4 years

Nomination andRemuneration
Committee
Members:
5 in total

Ratio of Outside
Directors

The Company maintains a structure in which the representative director oversees Companywide business strategies
and execution while supervision of business domains and headquarters functions is primarily carried out by executive
directors. There are three or more independent outside directors to ensure sound business management. In accordancewith laws and ordinances, the Board of Directors monitors the making and implementation of important decisions. Other
decisions are handled by the representative director or under their direction and supervision by executive officers whom
the Board of Directors appoints through its resolutions to assume responsibility for making and implementing decisions forbusiness domains and headquarters functions.

Meetings heldin fiscal 2023

In fiscal 2023, the Board of Directors deliberated on investments for the Group ʼs sustainable growth (M&A,
the establishment of a corporate venture capital fund, etc.), sustainability management, rationale for strategic
shareholdings, and the establishment of the Group Purpose.

43%

13 times

Ratio of Outside
Audit & Supervisory
The Audit & Supervisory Board functions independently of the Board of Directors and comprises individuals
Board Members
who are familiar with the Companyʼs business or corporate management and who have accounting or other%expertise. At least two outside Audit & Supervisory Board members are persons who satisfy the independence
standards and qualifications separately prescribed by the Board of Directors. The Audit & Supervisory Board
cooperates with the accounting auditors and the internal audit division of the Company to audit the execution
Meetings heldof duties by directors and the status of assets of the Company to ensure sound business management.
in fiscal 2023

60

16 times

Ratio of Outside
Directors

60%

The Company maintains a voluntary five-person Nomination and Remuneration Committee comprising thepresident & representative director, one director, and three independent outside directors. This Committee
deliberates on the nomination of candidates for director, Audit & Supervisory Board member, and vicepresident positions, as well as considering the appropriateness of the remuneration system for directors andexecutive officers who are vice presidents or above, and reports to the Board of Directors.
In fiscal 2023, the Nomination and Remuneration Committee deliberated on the fairness of the nomination of new
candidates for the Audit & Supervisory Board and vice presidents.
InsideOutsideHolding of the Executive Officer Meeting attended by all directors, Audit & Supervisory Board members, and executive officers
The Executive Officer Meeting is held twice a year as a venue for intensive discussions on issues related to the transformation over the medium to longterm or on urgent management topics and is attended by all directors, Audit & Supervisory Board members, and executive officers. The meetings areheld at an off-site location over one and a half days to provide an opportunity to foster communication between officers. Sometimes study meetings
are held in which lecturers, with expertise matching the meeting theme, are invited from outside the Company. In 2023, the meetings resulted in lively
discussions on the growth of the IT solutions business, our human resources and investment strategies, and other areas of operations.

Status and Skills Matrix of Directors
Skills Matrix
Time in OfficeAttendance at Board of Directorsʼ
Meetings in Fiscal 2023

Corporate
Management

Sales & Marketing●

Masachika Adachi

President & Representative Director

9 years★
100% (13/13)●

Minoru Mizoguchi

Director & Senior Vice President

3 years

100% (13/13)●

Hatsumi Hirukawa

Director & Senior Vice President

4 years

100% (13/13)●

Tsuyoshi Osato

Director & Vice President

2 years

100% (13/13)●

Finance &Accounting

Human Resources●●

Legal Affairs &Risk Management

IT Solutions & DX

●

●

●
●

●

●

Yoshio Osawa

Outside Independent

Director

6 years

100% (13/13)

●

●

●

Toshiharu Hasebe

Outside Independent

Director

2 years

100% (13/13)

●

●

●

Hiroko Kawamoto

Outside Independent

Director

1 year

100% (10/10)

●

●

●

★ Chairperson
Note: Attendance at the Board of Directorsʼ meetings for Hiroko Kawamoto is for meetings held after they were elected as directors at the 55th Ordinary General Meetingof Shareholders convened on March 29, 2023.

43

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Canon Marketing Japan Inc. | Integrated Report 2023

44

The Canon MJ Groupʼs Corporate GovernanceCorporate GovernanceAppointment and Nomination ProceduresInternal Audit
The Internal Auditors Office is established as an independent organization dedicated to performing audits of theCompany and operating under the direct supervision of
the President of the Company. The Internal Auditors Officeproduces internal audit policies for Canon MJ and its subsidiaries, conducts audits and assessments and advises
on all business activities from the perspectives of thecredibility of financial reports, the validity and efficiency

of operations, legal compliance, and the conservation ofassets.
The results of audits are reported regularly to the
President, other directors, and the Audit & Supervisory
Board. The auditors of Canon IT Solutions Inc. and Canon
System & Support Inc. conduct assessments based on
the same policies. The Canon MJ Group has 60 audit staff
members.

Outside Directors and Outside Audit & Supervisory Board Members
Canon MJ has three outside directors and three outside
Audit & Supervisory Board members. Pursuant to the consent of all Audit & Supervisory Board members and theapproval of the Board of Directors, we implemented our
Independence Standards for Independent Directors/Audit
and Supervisory Board Members in order to clarify the standards for ensuring the independence of outside directors
and outside Audit & Supervisory Board members in keepingwith Japanʼs Corporate Governance Code and the independence criteria set by securities exchanges in Japan.
Our outside directors and outside Audit & Supervisory
Board members satisfy the independence criteria and help
maintain and improve the transparency and accountability of
the Board of Directors.

The Company does not have dedicated organizations
or employees to assist outside directors or outside Audit& Supervisory Board members in their duties. Executive
directors and other officials provide outside directors withprior explanations of Board of Directorsʼ meeting agendas
as needed. Internal auditors, executive directors in chargeof operations, and other officials provide outside Audit &Supervisory Board members with prior explanations of Boardof Directorsʼ meeting agendas as needed. Outside Audit& Supervisory Board members attend Audit & Supervisory
Board meetings, as well as liaison meetings conducted asneeded, to exchange information on important matters andaudit details among Audit & Supervisory Board members.

Analysis and Evaluation of Effectiveness of the Board of Directors
We conducted a questionnaire for directors and Audit &Supervisory Board members and analyzed and evaluated theeffectiveness of the Board of Directors.
The assessment criteria in fiscal 2023 were (1) deliberations of the Board of Directors, (2) the composition of theBoard of Directors, (3) succession planning, and (4) the sufficiency or process of discussions.
The results of the questionnaire confirmed the overall
effectiveness of the Board of Directors.
Going forward, we will strive to ensure and improve theeffectiveness of the Board of Directors even further bycontinuing to enhance discussions on matters to be considered by the Board of Directors as well as its composition,
management training, and other matters. In this way, we
will improve the decision-making function of the Board of
Directors by incorporating the opinions of directors andAudit & Supervisory Board members obtained through thequestionnaire into the operation of the Board of Directors,
thereby achieving sustainable growth and increasing corporate value over the medium to long term.

internal and external training sessions at the Companyʼs
expense after taking office. Furthermore, we provide outside
directors and outside members of the Audit & Supervisory
Board with opportunities to attend business report meetingsand other meetings to help them attain a deeper understanding of our business.

Adopts executive officer system

2014

Appoints one outside director

2016

Increases number of outside directors to two
Establishes standards for independent outside directors
Complies with the principles of Japan ʼ s Corporate
Governance Code

2018

45

Establishes Nomination and Remuneration Committee

Canon Marketing Japan Inc. | Integrated Report 2023

Directors and Audit & Supervisory Board members can ask
the Nomination and Remuneration Committee to deliberateon whether the dismissal of a representative director, executive director, or executive officer who is a vice president orabove (collectively, “management team executives”) is necessary if they have committed illegal, unfair, or treasonous
acts; if they have failed to fulfill their roles; or if they haveotherwise proven themselves unfit as management teamexecutives.
All results of Nomination and Remuneration Committee
deliberations shall be submitted to the Board of Directors,
regardless of the outcome of Board of Directors ʼ deliberations on the necessity of dismissal. The management
team executives subject to deliberations cannot join in
discussions.

Remuneration for Senior Executives and Directors
Policies and Procedures for Determining Remuneration

Composition of Remuneration

The Nomination and Remuneration Committee verifies theappropriateness of the remuneration system for directors
and executive officers who are vice presidents or above,
including the standards for calculating basic remuneration
and bonuses and the criteria for granting stock compensation-type stock options. The amount of individual remuneration is determined in line with the remuneration structure,of which basic calculation approaches were resolved atmeetings of the Board of Directors and have been verified
by the Nomination and Remuneration Committee. The totalof basic remuneration and stock compensation-type 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.

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 toperformance in the fiscal year; and stock compensation-type
stock options as incentives to promote improvements inmedium- to long-term business performance and corporate
value. The same applies to remuneration for executive officers who are vice presidents or above.
Outside directors only receive basic remuneration.
With regard to the proportion of basic remuneration,bonuses, and stock compensation-type stock options,because we believe that it is important to engage with management from a medium- to long-term perspective, our basic
approach is to emphasize the level and stability of basic
remuneration. At the same time, with the aim of enhancing
performance over the course of a single fiscal year, bonuses
and stock compensation-type stock options for directors
can account for up to approximately 30% and approximately
20% of basic remuneration, respectively.

Masachika Adachi (Chairperson, President & Representative Director)
Minoru Mizoguchi (Director & Senior Vice President)
Yoshio Osawa (Outside Director)
Toshiharu Hasebe (Outside Director)
Hiroko Kawamoto (Outside Director)

Total remuneration, etc. for directors (millions of yen)
Directors(excluding outside directors)

221(four directors)

Audit & Supervisory Board members(excluding outside members)

49(two members)

Outside directors and outside Audit& Supervisory Board members

86(seven directors and members)

Internal Controls

Initiatives to Enhance Corporate Governance2011

requirements. Nominations are submitted at a meeting of theBoard of Directors after the Nomination and Remuneration
Committee confirms that they are fair and appropriate.
The Audit & Supervisory Board discusses and consents tonominees before deliberations by the Board of Directors.

Dismissal Procedures for Management Team Executives

Members of Nomination and Remuneration Committee

Training Policy for Directors and Audit & Supervisory Board Members
The Company conducts training for directors and Audit &Supervisory Board members on appointment for the purpose of ensuring that they understand their roles and job
responsibilities and that they have the knowledge necessary
or useful to appropriately fulfill their duties. In addition, theCompany has established a system in which they can attend

To nominate director or Audit & Supervisory Board member
candidates and appoint vice presidents (including successors and candidates for president & representative director), the president & representative director first nominatescandidates from among those who fulfill the prescribed2021

Complies with the revisions to Japan ʼ s Corporate
Governance Code2022

Increases number of outside directors to three

2023

Appoints one female outside director

2024

Establishes Special Committee
Appoints the Nomination and Remuneration Committee
members whose majority are outside directors

Based on the Companies Act, the Board of Directors has
determined the basic policy for its internal control system toensure appropriate business practices and the Company isdeploying that system in line with the policy.
The Internal Controls Evaluation Committee has been
established for the purpose of developing an internal control
system for the entire Canon MJ Group, consisting of officials
representing corporate departments and subsidiaries.

In accordance with the internal control reporting system
under the Financial Instruments and Exchange Act, listedcompanies must now submit reports on internal controls.
The Company started to submit internal control reports on
the evaluation of the effectiveness of internal controls on
financial reporting in the fiscal year ended December 31,
2009.

Canon Marketing Japan Inc. | Integrated Report 2023

46

The Canon MJ Groupʼs Corporate GovernanceCorporate GovernanceProtection of Minority Shareholders in Transactions with the Controlling Shareholder
The Company ʼ s controlling shareholder is Canon Inc.
Important master agreements for transactions with thecontrolling shareholder are concluded following a resolution
by the Board of Directors. In addition, for a risk of conflicts of interests occurring between controlling shareholder
and minority shareholders regarding which deliberations
and considerations are deemed necessary for the purpose of protecting the interests of minority shareholders,the Special Committee consisting of Independent Outside
Directors makes discussions and delivers a report to theBoard of Directors.

No arbitrary decisions are made on terms, etc. of transactions with the controlling shareholder. The Company acts
appropriately and fairly in all transactions, not only thosewith its controlling shareholder, to avoid compromising its
independence and interests and to safeguard the interestsof all shareholders.
Members of Special Committee
Yoshio Osawa (Chairman, Outside Director)
Toshiharu Hasebe (Outside Director)
Hiroko Kawamoto (Outside Director)

Relationship with the Parent Company(1) The parent companyʼs policy on Group management
Canon Inc., the parent company of the Company, believes
that the Canon Group can achieve sustainable growth andincrease its corporate value in the medium to long term if
the Canon Groupʼs companies, including the Company, fulfill
their social responsibilities through their corporate activities
based on Canonʼs corporate philosophy, Kyosei, and continue to strive to realize Kyosei. Canon Inc. shares its management strategies with its listed subsidiaries, including theCompany, to ensure that the Canon Group will efficiently
achieve the targets of its medium- to long-term management plan, Excellent Global Corporation Plan Phase VI (20212025), through comprehensive optimization. The policy ofCanon Inc. states that its listed subsidiaries, including theCompany, will seek to post consistent earnings and maximize consolidated earnings to increase the corporate valueof the entire Canon Group.
On the risk management front, all of the Canon Group
companies, including the Company, are working to sharepolicies and information and develop systems to work as
one team on sustainability matters, such as risk management related to compliance, internal control, and economic
security, as well as measures for decarbonization and global
warming mitigation, and respect for human rights.
One of the Canon Groupʼs important management policies
is to protect the interests of the minority shareholders ofCanon Inc. and its listed subsidiaries. This policy involves
allowing the listed subsidiaries to maintain a high degreeof independence and flexible management systems. Due tothis policy, Canon Inc. does not participate in the Companyʼsdecision-making process regarding individual issues.

(2) Reasons why it is significant for the parent company
to have a listed subsidiary
Canon MJ sells and services Canon products. It also sells
and services the products of other entities and provides
IT solutions in response to customer needs. As a listedcompany that is independent of the parent company, we
have a process that enables us to make decisions promptly
and flexible financing methods. This allows us to broaden
our non-Canon businesses. In addition, we can leverage
our creditworthiness as a listed company to increase thenumber of customers and business partners, hire excellent
human resources and keep our employees highly motivated. For these reasons, Canon Inc. has decided that theCompany as a listed company will contribute to maximizing
the value of the Canon Group.

(3) The parent companyʼs involvement in the
Companyʼs management

The management of the Company is independent of theparent company. No officers of the parent company concurrently serve as officers of the Company. To enhance its
governance, the Company has established a Nomination
and Remuneration Committee, and a majority of the committeeʼs members are Independent Outside Directors. The
committeeʼs decisions are duly considered in the Companyʼs
appointment and dismissal of Directors, etc. and in determining their remuneration.
The Company applies the armʼs length rule to the transactions between the Company and the parent company toensure that the transactions are proper. We are committed
to avoiding unduly harming the interests of the minority
shareholders of both the Company and the parent company.
The Company has established a Special Committee which
deliberates and considers the risk of a conflict of interest
occurring between the controlling shareholder and minority
shareholders to mitigate these risks.

Basic Approach to and Preparations for the Exclusion of Antisocial Forces
1．Basic Policy
The Company and Group companies maintain a resolute
approach to antisocial forces that threaten the order and47

Canon Marketing Japan Inc. | Integrated Report 2023

safety of civic society, and the basic policy is to eliminate all
relationships with antisocial forces.

2．Status of Preparations
In addition to setting out action guidelines to eliminate
relationships with antisocial forces, the workplace regulations of the Company contain provisions to the same
effect, and we work to ensure that employees fully comply
with these guidelines and provisions.
● The general affairs division of the head office of theCompany has been designated as the Groupʼs control division in charge of responding to antisocial forces. It sharesinformation on antisocial forces with the general adminis●

tration departments of the respective branches and works
to prevent transactions, etc., with antisocial forces before
they occur.
● A collaborative structure has been built with the police,
attorneys-at-law, and other external organizations.
● Payments of contributions, etc., are examined in advancein order to confirm that there are no problems of legality or
corporate ethics.

Strategic Shareholdings
The Canon MJ Group only holds shares of other listedcompanies when these shareholdings help to improve thecorporate value and the medium- to long-term developmentof the Group, taking into consideration factors such as management strategies, business alliances, the maintenance andstrengthening of transactions, the development of collaborative businesses, and the creation of new forms of synergy.
The Company reviews the reasonableness of individual
reciprocal cross-shareholdings at meetings of the Board of
Directors in a comprehensive assessment that considers
the significance of shareholdings and other results of aqualitative evaluation as well as a quantitative evaluation of
the value of transactions with investment targets and dividends and whether unrealized gains are commensurate withcapital costs, on a regular basis each year.
As a result of the assessments, when it is judged thatholding certain shares is no longer reasonable, the holding
will be reduced through the sale of said shares.
As of December 31, 2022, the Company held 49 listed
stocks, and as of December 31, 2023, the Company held
45 listed stocks, a decline from the 59 listed stocks held asstrategic shareholdings as of December 31, 2021.

Policy for Constructive Dialogue with Shareholders
To contribute to the sustainable growth and medium- tolong-term enhancement of corporate value, the Company
holds constructive dialogue with shareholders throughvarious means, such as general meetings of shareholders,briefings on long-term and medium-term management plans,
financial results briefings, and interviews with major institutional investors.

Status of IR Activities
The Company aims to build long-term relationships of trustwith everyone participating in capital markets and acquire
suitable appraisals by making timely, appropriate, and fair disclosure of not only financial information but also non-financial
information and by enhancing opportunities for dialogue.
In addition, we strive to report insights and assessments
brought to light through dialogue to the Board of Directors,

the Management Committee, and other decision-making
entities and reflect them in the Companyʼs management inorder to achieve improvements in corporate value over the
medium to long term. We have established the Canon MJ
IR Policy to clarify our stance on investor relations (IR) disclosure, which is disclosed on our investor relations website.

Results of Activities in Fiscal 2023
For analysts and institutional investors (in Japanand overseas)
The Representative Director held a meeting to present
the Medium-Term Management Plan (online)● An officer in charge of IR held results briefings (online)● Held IR interviews individually● The Representative Director (9 interviews/year), officers
in charge of IR (16 interviews/year), IR staff (102interviews/year)● Held small meetings about business fields (fivemeetings)● Feedback of the evaluations of investors given tobusiness managers●*Interviewers: active investors, passive investors, growth fund managers,
value fund managers, analysts in Japan and overseas

For individual investors
Held (online) guidance seminars, where theRepresentative Director, officers in charge of IR andother IR staff members provided explanations (fourseminars were held).
● Updated the web page for individual investors.
● IR staff distributed e-mail magazines.
●

At Nomura IR Asset Management Fair 2024 in December 2023

Canon Marketing Japan Inc. | Integrated Report 2023

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The Canon MJ Groupʼs Corporate GovernanceDirectors and Audit & Supervisory Board Members (as of April 1, 2024)
4

Director5

Director Outside

Apr. 1988
Apr. 2014

Apr. 1975
Jun. 2003

Apr. 1979

Joined the Company
Chief Executive of Administrative
Headquarters of Canon IT Solutions Inc.
Group Executive of Procurement
Headquarters of the Company
Vice President (present), Group
Executive of Finance & Accounting
Headquarters (present), Director in
charge of Group Finance & Accounting(present), Director in charge of Group
Auditing (present)
Director (present), Director in charge ofGroup Procurement (present)

Apr. 2005
Apr. 2008
Jun. 2008
Apr. 2011
Apr. 2013
Jun. 2013
Apr. 2016
Mar. 2018
Jun. 2019

7

6

5

9

7

11

Director Outside

2

1

3

Apr. 2020
Jun. 2020

Masachika Adachi
Apr. 1982
Mar. 2013
Mar. 2015
Apr. 2015
Jan. 2018
Apr. 2019
Mar. 2021

Joined the Company
Vice President
Director & Senior Vice President
Company President of Business
Solutions Company
Director of Enterprise Business Unit
Director & Senior Vice President
President & Representative Directorand Executive President (present)

Minoru Mizoguchi
Apr. 1984
Apr. 2015

Apr. 2016
Mar. 2018
Apr. 2019

Jan. 2020

Mar. 2021
Mar. 2022

Jan. 2024
Mar. 2024

Joined the Company
Group Executive of General
Administration & Human Resources
Management Headquarters (present)
Executive Officer
Vice President
Director in charge of Group General
Administration & Human Resources
Management (present)
Director in charge of Group
Procurement, Director in charge ofGroup Logistics (present)
Director (present)
Senior Vice President, Director in
charge of Group Legal & Intellectual
Property (present)
Director in charge of Secretarial Oﬃce(present)
Senior Vice President (present)

Director

Hatsumi Hirukawa
Apr. 1987
Jan. 2015

Jul. 2016
Apr. 2017
Apr. 2019
Jan. 2020

Mar. 2020
Mar. 2021
Jan. 2022
Mar. 2024

Joined the Company
Senior General Manager of Business
Solution Company Area Sales
Headquarters Area Business Promotion
Group
Group Executive of Planning
Headquarters
Executive Officer
Vice President
Director in charge of Group Planning(present), Director in charge of Group
Service & Support (present), Director ofService & Support Headquarters
Director (present), Director in charge ofGroup Communication (present)
Director of Marketing Headquarters
Business Products Marketing Section
Director of Marketing Headquarters(present)
Senior Vice President (present)

Apr. 2021
Mar. 2023

Canon Marketing Japan Inc. | Integrated Report 2023

Joined All Nippon Airways Co., Ltd.
Director and Executive Officer, Deputy General
Manager of Operation Division, and Chief of Inflight
Service Center of All Nippon Airways Co., Ltd.
Managing Director and Executive Oﬃcer, Director
for Promotion of Diversity, Deputy General Manager
of Operation Division, and Chief of Inﬂight
Services Center of All Nippon Airways Co., Ltd.
Director and Senior Managing Executive Oﬃcer
Director for Group Promotion of Diversity,
Promotion Oﬃcer for the Tokyo Olympic andParalympic Games of All Nippon Airways Co., Ltd.
Outside Director of Sumitomo Mitsui Trust
Bank, Limited
Executive Vice President and COO of ANA
Strategic Research Institute Co., Ltd.
Outside Director of Renaissance Incorporated(present)
Outside Director of Sumitomo Mitsui TrustHoldings, Inc. (present)
Chairperson of the Board of ANA Strategic
Research Institute Co., Ltd.
Outside Director of East Japan Railway
Company (present)
Adviser of ANA Strategic Research Institute Co., Ltd.
Outside Director of the Company (present)

10 Standing Audit & Supervisory Board Member
OutsideIwao Hashimoto
Apr. 1984
Apr. 2010
Jun. 2012
Apr. 2014
Sep.2014

Apr. 2016
Apr. 2018
Apr. 2019
Mar. 2020

49

Apr. 2020
Mar. 2022

9Standing Audit & Supervisory Board Member

Apr. 1987
Jul. 2013

Apr. 2016

3

Jun. 2015

Apr. 1984
Apr. 2011

Jun. 2017

Director

Jun. 2014

Jul. 1979
Apr. 2013

Jun. 2017

2Standing Audit & Supervisory Board Member

Jun. 2012

Yoshihiro Hashimoto

Apr. 2017

President & Representative Director

8Apr. 2009

Joined Nippon Telegraph andTelephone Public Corporation
Member of the Board of NTT
Communications Corporation
Executive Vice President of NTT
Communications Corporation
President and Chief Executive Officer
and Member of the Board of NTT
Advertising, Inc., President and Chief
Executive Officer and Member of theBoard of NTT Publishing Co., Ltd.
President and Chief Executive Officer
and Member of the Board of Nippon
Computer Arts, Inc.
President and Chief Executive Oﬃcer
and Member of the Board of DX
Catalyst Inc.
Outside Director of the Company(present)

Shiro HamadaJun. 2016

1

Independent

Joined Sumitomo Corporation
Concurrent post as director of SumitomoComputer Service Corporation (presently
SCSK Corporation)
Executive Oﬃcer of Sumitomo Corporation
Managing Executive Oﬃcer of Sumitomo
Corporation
Representative Director and Managing
Executive Oﬃcer of Sumitomo Corporation
Representative Director and Senior Managing
Executive Oﬃcer of Sumitomo Corporation
Representative Director, Assistantto President and CEO of Sumitomo
Corporation Adviser of SCSK Corporation
Representative Director, President &COO of SCSK Corporation
Chairman of the Board of the Directors,
SCSK Corporation
Outside Director of the Company (present)
Outside Director of Citizen Watch Co.,
Ltd. (present)

Hiroko Kawamoto

Apr. 20144

IndependentToshiharu Hasebe

Mar. 2022

8

Outside

Yoshio Osawa

Mar. 202110

Director

Tsuyoshi Osato
Jul. 201812

6

Independent

Independent

Joined The Yasuda Fire & Marine Insurance Co., Ltd.
General Manager of Eastern Hokkaido
Branch of Sompo Japan Insurance Inc.
General Manager of Osaka Corporate Sales
Department No. 2 and General Manager incharge of Sales Promotion Oﬃce
General Manager of Osaka Corporate Sales
Department No. 1
General Manager of Osaka Corporate
Sales Department No. 1 of Sompo Japan
Nipponkoa Insurance Inc. (presently Sompo
Japan Insurance Inc.)
Executive Officer and General Manager of
Hokkaido Headquarters
Executive Oﬃcer and General Manager ofKanto Headquarters
Managing Executive Oﬃcer and General
Manager of Kanto Headquarters
Standing Audit & Supervisory Board
Member of the Company (present)

Jul. 2013
Mar. 2016
Mar. 2016
Jan. 2018
Mar. 2021
Apr. 2021

Mar. 2022

Joined the Company
Deputy Chief Executive of
Administrative Headquarters of Canon
IT Solutions Inc.
Senior General Manager of Finance &Accounting Headquarters
Director
Vice President
Director in charge of Group Finance &Accounting and Group Auditing
Executive Vice President & Director ofCanon System & Support Inc.
Director in charge of Audit Office,Planning Headquarters andAdministrative Headquarters of Canon
System & Support Inc.
Standing Audit & Supervisory Board
Member (present)

11 Standing Audit & Supervisory Board Member

Seijun Suzuki
Apr. 1988
Jul. 2014

Apr. 2017
Jan. 2020
Mar. 2024

OutsideJoined Canon Inc.
General Manager of Internal Control
Management of Global Legal
Administration Center
Internal Audit Senior Manager of Canon(China) Co., Ltd.
Vice President in charge of internal
audit and legal affairs
Standing Audit & Supervisory Board
Member of the Company (present)

Jul. 2020
Apr. 2021
Mar. 2023

Mar. 2024

Joined the Company
Senior General Manager of Imaging
Product Support Group of Imaging
System Business Headquarters of
Imaging System Company
Senior General Manager of Camera
Headquarters of Consumers Business Unit
Executive Oﬃcer
Executive Oﬃcer in charge of Group
Contact Center
General Manager of Contact Center
Headquarters
President & Representative Director ofCanon Customer Support Inc. (present)
Standing Audit & Supervisory Board
Member (present)

12 Audit & Supervisory Board Member
OutsideIndependent

Shigeo Hasegawa
Jul. 1980
Jan. 2006

Jun. 2010
Apr. 2012

Mar. 2014
Mar. 2018

Registered as a Certiﬁed Public
Accountant
Head of Global Services Group of
Tohmatsu & Co. (presently Deloitte
Touche Tohmatsu LLC)
Leader of IFRS Center of Excellence
Specially-appointed Professor of
Chuo Graduate School of Accounting,
Professional Graduate School, Chuo
University
Standing Audit & Supervisory Board
Member of the Company
Audit & Supervisory Board Member(present)

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