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 The camera maker's long-serving chief executive Fujio Mitarai, who
headed Japan's powerful Keidanren business lobby from 2006 to 2010,
had argued that only insiders could understand the company well
enough to serve effectively on its board.
Canon's surprise move follows similar shifts at Japanese bellwethers
such as Toyota Motor Corp and Hitachi Ltd as globalization helps to
prise open their decision-making structures to the outside world.
Canon said on Wednesday its board would be joined by Kunitaro Saida,
a lawyer who has served as chief prosecutor in Osaka, and Haruhiko
Kato, a former commissioner of Japan's National Tax Agency who
became one of Toyota's first independent board members last June.
"Mitarai was the most powerful, most outspoken opponent to the
concept of outside directors," said Nicholas Benes, a corporate
governance expert and representative director of The Board Director
Training Institute of Japan.
"This is a really interesting development which in a way is really
good for corporate governance in Japan."
A Canon spokesman said the company had not opposed having
independent directors but had been unable to find people with
suitable credentials.
"We haven't had any scandals or anything that would increase
pressure on us to have an outside director, so we weren't in a
particular hurry to appoint one," said Canon public relations
officer Jun Misumi.
Benes said companies have also come under pressure to appoint
outside directors since Institutional Shareholder Services, a
leading proxy adviser firm, began opposing the renewal of chief
executives' terms at companies with no independent directors.
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Toyota appointed three independent directors last June, its first
ever, after critics blamed an insular management style for its slow
response to fatal accidents in the United States and recalls of
millions of vehicles.
Hitachi Ltd, Japan's largest electronics company, reshuffled its
board in 2012 to appoint a majority of independent directors for the
first time, with three non-Japanese among the newly named outside
directors.
Canon also reported quarterly results on Wednesday that fell short
of both its own guidance and market expectations, as the boost from
a weaker yen, increasing the value of its revenue from abroad, was
outweighed by a drop in camera sales.
(Editing by Edmund Klamann and Mark
Potter)
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