Officers
Appointment and Dismissal of Officers
To ensure transparency and objectiveness in the process of nominating candidates for Directors, Audit & Supervisory Board members, and executive officers, the Company consults with the Personnel and Compensation Advisory Committee, a voluntary committee. After receiving the committee’s response, the Board of Directors and the Audit & Supervisory Board decide on candidates.
In the nomination and appointment of candidates for Directors, Audit & Supervisory Board Members and executive officers, the Company comprehensively considers the legal requirements and the following matters.
- Nobility of character, wisdom, a high level of ethics, fairness, honesty, and a law-abiding spirit
- The ability to conduct duties in a manner that will help realize the OKI Group’s corporate philosophy and enhance corporate value sustainably
- Length of tenure
- Audit & Supervisory Board members must have the necessary financial, accounting, and legal knowledge.
- The Company’s independence criteria for Outside Officers
The dismissal of a Director, Audit & Supervisory Board Member, or Executive Officer is proposed in cases where the person has engaged in, or is likely to engage in, an act that violates laws, regulations or the Articles of Incorporation, or where any other event occurs that is deemed to make it difficult for the person to fulfill their duties appropriately. The Personnel Affairs and Compensation Advisory Committee deliberates on matters involving such events in consultation with the Board of Directors, and it reports its findings to the Board of Directors.
If the appointment or dismissal of a Director is proposed, the reasons for the proposal shall be disclosed.
The current President and the Personnel Affairs and Compensation Advisory Committee shall collaborate to select candidates to succeed the President and create a successor development plan after thoroughly discussing the issues, including selection criteria for the president as well as personnel requirements, in consideration of the corporate philosophy and the business environment. The Board of Directors shall consult with the Personnel Affairs and Compensation Advisory Committee regarding the selection of the President's successor. The committee shall discuss the issue and present its findings to the Board of Directors, which shall adopt a resolution. The selection of the specific successor shall be made objectively and evaluated from multiple perspectives, based on the selection criteria and process.
Regarding successor development, potential management candidates shall be selected from within the Company. Management shall identify these candidates and provide them with management training. They shall gain experience and be evaluated by being assigned to important positions, such as department head or higher, or as the president of a subsidiary.
Outside Officers Election Reasons and Status of Attendance (As of June 24,2026)
| Name | Reasons for Appointment and Expected Roles | Status of Attendance at meeting of the Board of Directors or the meetings of the Audit & Supervisory Board (FY2025) | |
|---|---|---|---|
| Outside Directors | Tamotsu Saito | As a long-time Representative Director of IHI Corporation and a business leader not only in the industry but also in Japan, Mr. Tamotsu Saito has a wealth of management experience, broad insight, and high ethical standards in the manufacturing industry. Since assuming office as Outside Director of the Company, he has contributed to improving the fairness and transparency of management as a member of the Personnel Affairs and Compensation Advisory Committee, in addition to actively providing advice and proposals based particularly on his experience in manufacturing, development, and global management. The Company requests his continued election as an Outside Director because it can expect that he will contribute to strengthening the decision-making and supervisory functions of the Board of Directors from a standpoint independent from management. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders. |
Board of Directors 13/13 (100%) |
| Makoto Kigawa | After serving as an officer at a financial institution, Mr. Makoto Kigawa served as Representative Director of Yamato Holdings Co., Ltd. for more than ten years, and has extensive management experience, broad insight, and high ethical standards, mainly in the logistics industry, including the transformation of business models using ICT. Since assuming office as Outside Director of the Company, he has actively provided advice and proposals based on his extensive management experience and has contributed to improving the fairness and transparency of management as Chair of the Personnel Affairs and Compensation Advisory Committee. The Company requests his continued election as an Outside Director because it can expect that he will contribute to strengthening the decision-making and supervisory functions of the Board of Directors from a standpoint independent from management. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders. |
Board of Directors 13/13 (100%) | |
| Ryoko Toyama | Ms. Ryoko Toyama is currently a professor at the Graduate School of Strategic Management, Chuo University, specializing in management strategy, and has academic expertise and extensive experience in international business strategy and innovation management. Since assuming office as Outside Director of the Company, she has actively provided advice and proposals to management based on her knowledge in management strategy, innovation, and other fields, and has contributed to improving the fairness and transparency of management as a member of the Personnel Affairs and Compensation Advisory Committee. The Company requests her continued election as an Outside Director because it can expect that she will contribute to strengthening the decision-making and supervisory functions of the Board of Directors from a standpoint independent from management. The Company believes that she is sufficiently independent and has no risk of conflicts of interest with general shareholders. |
Board of Directors 10/10 (100%) | |
| Yukimi Ozeki | Ms. Yukimi Ozeki is currently a Professor at Graduate School of Law, Chuo University, specializing in the Companies Act, and has academic expertise in the Companies Act and corporate governance and extensive experience. In addition, she has a high degree of independence from the management team, and experience as an outside director and outside audit & supervisory board member of other companies. The Company requests her election as an Outside Director because it can expect that she will provide advice and recommendations on management based on her knowledge of the Companies Act and corporate governance, and contribute to strengthening the effectiveness of the decision-making and supervisory functions of the Board of Directors from a standpoint independent from management. The Company believes that she is sufficiently independent and has no risk of conflicts of interest with general shareholders. |
Board of Directors —/— (—%) | |
| Outside Audit & Supervisory Board Members | Yoshihiro Tsuda | As a certified public accountant, Mr. Yoshihiro Tsuda has been involved in global accounting audits in various industries for many years. The Company has judged that he can conduct objective and neutral audits of the Company's management from a global perspective by utilizing his wealth of experience, knowledge and high ethical standards, and has therefore been appointed him as an Audit & Supervisory Board Member. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders. |
Board of Directors 13/13(100%) Audit & Supervisory Board 17/17(100%) |
| Yasuyuki Oda | Mr. Yasuyuki Oda has served as GM, Finance & Accounting Div. and Corporate Planning Div. of the head office, president of an overseas subsidiary, and executive officer at a manufacturer, as well as having worked overseas for many years. He is nominated as a candidate for Outside Audit & Supervisory Board Member as it is judged that he has experience as a corporate auditor and chairman of Audit & Supervisory Committee, and will be able to utilize his extensive experience, global insight, and high ethical standards and conduct appropriate audits of the Company's management. The Company believes that he is sufficiently independent and has no risk of conflicts of interest with general shareholders. |
Board of Directors 13/13(100%) Audit & Supervisory Board 17/17(100%) |
|
| Hiroshi Niinomi | As an attorney-at-law for many years, Mr. Hiroshi Niinomi has been responsible for many listed companies with respect to corporate law and financial law matters. He is nominated as a candidate for Outside Audit & Supervisory Board Member as it is judged that since he also has the experience of serving as an Audit & Supervisory Board Member for an investment advisory company for a long time, he will be able to utilize his extensive experience, knowledge, and high ethical standards and conduct objective and neutral audits of the Company's management. Although he does not have any conflicts of interest with general shareholders and meets the requirements for independent officers as stipulated by the Tokyo Stock Exchange, due to the policy of his law firm, he is not designated or notified as an independent officer. |
Board of Directors 13/13(100%) Audit & Supervisory Board 17/17(100%) |
Independence Criteria
The Company has established independence criteria for Outside Directors and Outside Audit & Supervisory Board Members (hereinafter collectively "Outside Officers") that it appoints. When examining officer candidates, the Company emphasizes their independence based on these criteria.
Independence Criteria for Outside Officers
- An Independent Officer has not been an executive(*1) of the OKI Group in the past 10 years.
- An Independent Officer has not been a party whose major client is the OKI Group (a party whose sales to the OKI Group exceed 2% of the total sales of that party's group), or an executive of such a party, in the most recent business year or in the past three business years.
- An Independent Officer has not been a party whose major client is the OKI Group (the OKI Group's sales to the party's group exceed 2% of the total sales of the OKI Group), or an executive of such a party, in the most recent business year or in the past three business years.
- An Independent Officer has not been a major shareholder of the Company (a shareholder directly or indirectly holding 10% or more of the total voting rights of the Company) or an executive of a party that is a major shareholder of the Company in the past five years.
- An Independent Officer has not been an executive of a party whose major shareholder is the Company in the past five years.
- An Independent Officer is not a consultant, accounting professional such as certified public accountant, or legal professional such as a lawyer who receives a large amount of money or other assets from the OKI Group aside from officer compensation (if an organization such as a corporation or an association receives the money or other assets, the consultant, accounting professional, or legal professional refers to an individual who belongs to the organization. A large amount is over ¥10 million per year on average in the past three fiscal years if the recipient is an individual, and over ¥10 million or 2% or more of the consolidated net sales of an organization per year in the past three fiscal years, whichever is higher, if the recipient is an organization).
- An Independent Officer has not belonged to an auditing firm that conducts the statutory audit of the Company in the past five years.
- A person is not a relative within the second degree of kinship to any the following people.
a. People listed in (2) to (7) above (limited to important executives(*2) for "executives" in (2) to (5), (2) for "people belonging to associations" in (6), important executives and people whose associations have professional qualifications such as certified public accountants or lawyers in the case of accounting or legal expert associations such as audit firms or legal firms, and people who have professional qualifications such as certified public accountants and certified public accountants for "people belonging to audit firms" in (7).
*1 "Executive" refers to a person who performs the business such as a Director (excluding Outside Directors), executive officer, employee, etc.
*2 "Important executive" refers to a person who performs important business such as a Director (excluding Outside Directors), an executive officer, or a department head. We have provided notice that outside officers who qualify as independent officers are Independent Officers.
When the Company appoints Outside Officers, it emphasizes the criteria above. The Company also considers whether the candidate's experience and knowledge in their fields of expertise are useful for the Company.
Compensation for the Board Members and Executive Directors
Compensation, etc. paid to Directors and Audit & Supervisory Board Members in FY2025
1. Policy on determining the content of individual compensation, etc. for Directors
The Company established the policy on determining the content of individual compensation, etc. for Directors, and a summary is as follows.
Basic policy
OKI's basic policy on compensation for directors and executive officers is to serve as incentives for the performance improvement with the aim of the continuous enhancement of the corporate value and enforcement of the corporate competitiveness while being the compensation structure that can attract excellent human resources.
Structure of compensation
The compensation structure is divided into performance-linked compensation and compensation other than performance-linked compensation, and consists of basic compensation, which is a fixed compensation; and annual incentive compensation and medium- to long-term incentive compensation, which are performance-linked compensation. These compensations have been provided as part of efforts to develop an environment for a shift to the management focused on "more aggressive goal setting" and "growth over medium- to long-term" in order to achieve "continuous growth" of the OKI Group. The compensation for outside directors consists only of basic compensation.
| Basic compensation | Annual incentive | Medium- to long-term incentive | |
|---|---|---|---|
| Inside Directors (Concurrently serving as Executive Officer) |
○ | ○ | ○ |
| Outside Directors | ○ | — | — |
As for medium- to long-term incentive compensation, the 99th Ordinary General Meeting of Shareholders held on June 27, 2023, approved a resolution for a performance-linked stock compensation system for Directors, and the Company has adopted a performance-linked stock compensation (performance share units) in which shares will be delivered in proportion to the achievement of the performance for the three-year period starting in fiscal 2023, which corresponds to the Medium-Term Business Plan, as the evaluation period (hereinafter the “Performance Evaluation Period").
Content of compensation
| Type | Content of compensation | |
|---|---|---|
| Basic compensation | Fixed compensation |
|
| Annual incentive compensation | Performance-linked compensation |
|
| Medium- to long-term incentive compensation |
|
|
Calculation method for performance-linked compensation
For annual incentive compensation, 80% of the amount to be paid is calculated by multiplying the standard compensation amount set for each position in advance by a performance evaluation factor based on quantitative evaluation, and 20% of the amount to be paid is calculated by qualitative evaluation. The performance indicators used in the quantitative evaluation are those (sales, operating income, and working capital) that have been determined to be appropriate as performance evaluation indicators for achieving the OKI Group's sustainable growth. The quantitative evaluation consists of the OKI Group's consolidated performance-linked portion and the performance-linked portion by the division in charge, and the announced figures (the targets are set based on the following announced figures) and actual results of the performance evaluation indicators for the OKI Group's consolidated performance-linked portion are as follows. Working capital is calculated based on the number of days.
| Performance evaluation indicator | Announced figures | Actual results |
|---|---|---|
| Net sales | 450.0 | 421.6 |
| Operating income | 19.0 | 18.8 |
| Working capital | — | 119.7 |
* The announced figures are the figures that were announced on May 8, 2025.
Medium- to long-term incentive compensation is based on ROE, which is judged to be an appropriate indicator for improving corporate and shareholder’s value over the medium and long term and for sharing value with shareholders, as well as on sales and ESG (the CO2 emissions reduction rate of the Company’s sites and the percentage of female executives), which is judged to be an appropriate indicator for placing greater emphasis on medium- to long-term growth and for improving linkage with the Medium-Term Business Plan. The number of shares to be delivered will be calculated by dividing the pre-determined standard compensation amount for each position by the stock price at the beginning of the Performance Evaluation Period, and multiplying this number by a performance evaluation factor. (However, a portion of the shares to be delivered will be converted into cash at the stock price at the time of delivery.)
| Performance evaluation indicator | Announced figures | Actual results |
|---|---|---|
| ROE | 8% | 13.2% |
| Net sales | 450.0 billion yen | 421.6 billion yen |
| CO2 emissions from the Company’s sites | 21% reduction | Achieved |
| Percentage of female executives | 5% | Achieved |
* Medium-Term Management Plan 2025 targets (ROE 8%, net sales of ¥450 billion, 21% reduction in CO2 emissions at the Company's sites, 5% female ratio in executive roles)
Compensation decision process
The policy on determining the details of individual compensation, etc., for Directors and Executive Officers are made by the Board of Directors based on reports from the Personnel Affairs and Compensation Advisory Committee after deliberation by the Committee. In addition, the appropriateness of the structure and level of compensation is validated mainly utilizing objective evaluation data from external organizations.
The Personnel Affairs and Compensation Advisory Committee held a total of 12 meetings during the fiscal year under review, discussed the compensation structure for officers in six of these meetings, and reported the results twice.
Since the Board of Directors determined the details of individual compensation, etc. for Directors for the fiscal year under review after confirming the contents of the reports, it determined that such compensation was in line with the above policy.
2. Matters related to the resolution for the compensation, etc. for Directors and Audit & Supervisory Board Members of the ordinary general meeting of shareholders
As for the amount of monetary compensation for Directors, at the 82nd Ordinary General Meeting of Shareholders held on June 29, 2006, it was resolved that the annual amount for Directors would be ¥600 million or less (not including employee salary for an employee who is serving as Director). The number of Directors at the end of the ordinary general meeting of shareholders was eleven (including one Outside Director).
Separately from such monetary compensation, the 99th Ordinary General Meeting of Shareholders held on June 27, 2023, resolved that the maximum number of shares for performance-linked stock compensation (performance share units) shall be 362,100 shares for each Performance Evaluation Period, and the maximum amount shall be 362,100 shares multiplied by the stock price at the time of delivery. The number of Directors (excluding Outside Directors) at the end of the ordinary general meeting of shareholders was four (including three eligible Directors).
As for the amount of monetary compensation for Audit & Supervisory Board Members, at the 82nd Ordinary General Meeting of Shareholders held on June 29, 2006, it was resolved that it would be ¥100 million or less per year. The number of Audit & Supervisory Board Members at the end of the ordinary general meeting of shareholders was four.
3. Matters related to the commission of the decision on the content of individual compensation, etc. for Directors
The Company commissions the decision on the specific content of individual remuneration related to annual incentive compensation for Directors based on a resolution for the commission of the Board of Directors as below. As for matters commissioned to a Director who is concurrently serving as President and Executive Officer, the Company verifies it at the Personnel Affairs and Compensation Advisory Committee to ensure that the Director adequately executes his/her authority.
| Applicable Directors | Commissioned person | Content of the commissioned authority | Reason for the commission of the authority |
|---|---|---|---|
| Director concurrently serving as the President and Executive Officer | Members of the Personnel Affairs and Compensation Advisory Committee (Directors Tamotsu Saito, Izumi Kawashima, Makoto Kigawa, and Ryoko Toyama) | Qualitative evaluation for 20% of annual incentive compensation *Matters commissioned to the Director concurrently serving as the President and Executive Officer are verified by the Personnel Affairs and Compensation Advisory Committee. |
To secure transparency of the process and objectivity of evaluation |
| Executive Director other than the above | Director concurrently serving as the President and Executive Officer (Director Takahiro Mori)* | To focus on aggressive goal-setting for each task assigned to the person |
4. Compensation paid to Directors and Audit & Supervisory Board Members, etc.
| Officer Title | Amount of payment | Amount of payment by type of compensation | Number of applicable officers | ||
|---|---|---|---|---|---|
| Fixed compensation | Performance-linked compensation | ||||
| Basic compensation | Annual incentive | Medium- to long-term incentive | |||
| Directors (excluding Outside Directors) |
¥306 million | ¥170 million | ¥40 million | ¥94 million | 5 |
| Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members) |
¥46 million | ¥46 million | — | — | 3 |
| Outside officers Outside Directors Outside Audit & Supervisory Board Members |
¥55 million ¥27 million |
¥55 million ¥27 million |
— — |
— — |
5 3 |
*1 Medium- to long-term incentive compensation is performance-linked stock compensation (performance share units), the details of which are described in (i) above, and the amount recorded as expenses in the current fiscal year.
*2 The numbers of officers as of the end of the fiscal year under review are different from the number shown above, and the above numbers include those who retired at the conclusion of the 101st Ordinary General Meeting of Shareholders held on June 25, 2025.
