Corporate Governance
Corporate Governance Structure
OKI maintains a corporate auditor system, with a Board of Directors and a Board of Company Auditors. To enhance management efficiency, it has also introduced an executive officer system, with the aim of separating the roles of the Board of Directors and Company Auditors/Board of Company Auditors (supervision and auditing of business execution) and executive officers (business execution).
The Board of Directors makes decisions on fundamental management policies and other important issues, and also supervises the execution of business. Company auditors audit the business execution functions of directors -based on audit policies and methods decided at Board of Company Auditors' meetings- through attendance to Board of Directors' meetings and other important meetings. Company auditors also liaise closely with the accounting auditors and the Internal Auditing Division to accurately ascertain the overall status of company operations as well as to carry out audits of business executions. The Board of Directors and Board of Company Auditors include three independent director/company auditor who have no conflict of interest with general shareholders.
The Executive Officer Committee makes decisions related to the execution of Group operations. Through participation by all executive officers, the Committee seeks to accelerate decision-making and business advancement and clarify business responsibilities.
Committee Organizations
As part of its efforts to reinforce corporate governance, OKI established the Compensation Committee, whose members include an outside director. The Committee is responsible for ensuring transparency in the criteria and mechanisms used to set executive remuneration. We have also set up the CSR Committee to deliberate basic policies related to our CSR activities, as well as several dedicated committees; the Compliance Committee to deliberate fundamental compliance-related policies; and the Information Security Committee to ensure the thorough implementation of information security measures. In addition, OKI has set up the Disclosure Committee to ensure that disclosure to stakeholders is accurate and timely. In order to respond to the risks associated with business activities in a precise manner, OKI has established the Risk Management Committee in October 2012.
Internal Control
In accordance with Japan's Companies Act and the Ordinance for Enforcement of the Companies Act, the Board of Directors in May 2006 passed a resolution concerning the Basic Policy for the Establishment of an Internal Control System. In May 2010, the Board of Directors made a partial modification to the Basic Policy. Conforming to the Basic Policy, OKI has been developing a system to secure appropriate business operations. Pursuant to the Financial Instruments and Exchange Act, we also have an internal control reporting system in place, through which we submit internal control reports to the Kanto regional bureau of the Ministry of Finance and disclose the assessment results of the effectiveness of internal controls related to financial reporting.
