Corporate Information Corporate Governance

Basic Views on Corporate Governance

To earn the trust of its various stakeholders, the OKI Group recognizes ensuring sustainable growth and increasing corporate value over the medium to long term as its most important management priorities. To this end, we are working to enhance corporate governance based on our fundamental policies, including "enhancement of management fairness and transparency," "timely decision-making processes," and "full compliance and fortification of risk management."

Compliance with Japan's Corporate Governance Code

OKI is responding to the principles prescribed in the Corporate Governance Code of the Tokyo Stock Exchange. However, the following principles are not implemented for the following reasons set out below.

(Based on the code revised in June 2021)

[Principle 1-4: Cross-Shareholdings]

1. Policy on cross-shareholdings

   The Company will reduce cross-shareholdings phase by phase as a result of comprehensive consideration of conditions such as the medium- and long-term improvement of the corporate value of the Company and a share certificate-issuing company. The Company aims to achieve a net asset ratio of approximately 20% by the end of FY2025, the final year of the new Medium-Term Business Plan.

2. Outline of consideration-related cross-shareholdings

   Every year, the Board of Directors validates cross-shareholdings. The decision on the suitability of holding is made for each stock based on a comprehensive consideration of quantitative and qualitative factors.

3. Standards for the exercise of voting rights regarding cross-shareholdings

   For the exercise of voting rights regarding cross-shareholdings, we classify proposals as follows, establish standards for exercise to make a decision and exercise the rights.

   • In case of a proposal to elect an officer, the total number, ratio of independent officers, etc.
   • In case of a proposal related to remuneration for officers, performance, asset status, etc.
   • In case of a proposal for appropriation of surplus, performance, condition of retained earnings, etc.
   • We shall pay extra attention to the deliberation of a proposal for anti-takeover measures, M&A or third-party allocation of shares.

[Principle 2-4 (1) Ensuring Diversity in Appointment of Core Personnel]

1. Approach to Ensuring Diversity

   The OKI Group promotes diversity and inclusion (D&I) with the aim of creating a workplace where all employees can work and make the most of their abilities, based on its policy of promoting human resource measures aimed at sustainable growth, such as fostering innovation and improving employee engagement.

   The OKI Group's D&I strategy is to strengthen human resources. This management strategy aims to foster innovation, increase motivation, and achieve sustainable growth of the organization by respecting the diversity of employees and levering their value. In order to foster a corporate culture that respects differences in gender, age, disability, sexual orientation and gender identity (SOGI), nationality, and personal life, and that enables diverse human resources to work with a sense of fulfillment and to demonstrate their full potential, we are working to build systems that take into account internal enrichment activities and diversity, realize flexible work styles that increase efficiency, and develop systems to evaluate and appoint individuals.

   <Concept, targets and status of promotion of women to managerial positions>

   Aiming to support women so they can grow and develop their careers in ways that allow them to demonstrate their full potential, OKI has drawn up an action plan to promote women's participation and advancement in the workplace. We have set the following action plan targets to be achieved by April 2026: (1)The ratio of female managers to be 5%.; and (2) The acquisition rate of childcare leave and other related leave by male employees to be at least 50% each year. We also aim that all male employees can take childcare leave and other related leave if they want.

   The ratio of female managers in fiscal year 2022 was 3.93% for OKI. We continue to provide training to cultivate female leaders on a selective basis to raise female employees' awareness about becoming managers. We are also engaged in workplace training for appointing female employees as managers.

   <Appointment of foreigners and mid-career employees to managerial positions>

   OKI employs people of all nationalities who are capable of working globally. For mid-career hires, we are also promoting the hiring of personnel who promote IT/AI and innovation, as well as those who will be responsible for future management. In order to promote these human resources to management positions and diversify our core human resources, we will continue to discuss more specific policies and targets.

2. Content and Status of Implementation of the Human Resources Development Policy and the Internal Environment Development Policy for Ensuring Diversity

   The OKI Group regards human resources as one of the most important management resources for sustainable development in response to changes in the social environment. By implementing actions based on five action guidelines ("Act with integrity," "Challenge and drive change," "Perform with speed and agility," "Be passionate, and determined to succeed," and "Proactively encourage excellence as 'Team OKI,'") the OKI Group aims to foster "autonomous employees" who can respond flexibly according to their roles and generate results while involving others.

   In addition, we are promoting diversity and inclusion initiatives to realize "a workplace where all employees thrive at work and demonstrate their full potential." To enable everyone to balance work and childcare/caregiving, OKI maintains a host of systems to support balancing work with childcare/caregiving, including the flextime system, the teleworking system, systems to provide special work conditions for people caring for children and nursing the elderly, as well as a Special Leave for Particular Purposes system, which can be used to nurse family members, to attend children's school events, and so forth.

   For further details, please refer to OKI Report 2022.

[Supplementary Principle 3-1 (3) Sustainability Initiatives]

1. Sustainability Initiatives

   The OKI Group, as described in its corporate philosophy, underpinned by "enterprising spirit," has long aimed to contribute to people around the world through its core business, namely the provision of products and services that can serve the development of the information age. What underlies the Group's CSR initiatives is our commitment to the pursuit and fulfillment of this idea.

   Based on this recognition, we enacted the "OKI Group Charter of Corporate Conduct" to ensure the Group as a whole fulfills its social responsibilities precisely in ways that comport with the Group's corporate philosophy. In addition, in accordance with the Charter, OKI set up the "OKI Group Code of Conduct," to be followed by all OKI executives and employees. This Code of Conduct has been adopted across all Group companies and incorporated into OKI's educational programs in order to be made well known and compulsory. The Charter and the Code are regarded as the basis for OKI Group Values that all Group executives and employees hold in esteem in their pursuit of increasing corporate value.

   In order to maintain this stance over the long term and practice sustainability management as a company "Delivering OK! to your life.," the OKI Group has updated its material issues (Materiality) with the formulation of its Medium-Term Business Plan 2025. Based on both OKI's vision and contribution fields, as well as the expectations/demands of society and stakeholders and the social issues confronting OKI, we have re-identified key issues that we need to address and organized into four categories: providing products and services that help solve social issues, reducing environmental impact through business activities, transforming into a corporate culture that continuously creates value, and strengthening management foundation to support sustainable growth. Based on these materialities, we will continue to pursue its environmental, social, and governance (ESG) initiatives.

   OKI Report 2022 provides an overview of the Materiality formulated in the previous medium-term business plan and the ESG initiatives that embody the Materiality in fiscal year 2021. 

   On April 1, 2023, the Sustainability Promotion Division was established as a dedicated organization to further promote sustainability activities within the OKI Group. We will continue to accurately disclose the progress of our initiatives and engage in dialogue with stakeholders based on this information to gain a timely understanding of our own issues and social demands, which will lead to the upgrading of our activities.

2. Investments in Human Capital and Intellectual Property

   We are building a personnel system that will lead to the further revitalization of manufacturing sites toward the realization of sustainable growth. Furthermore, to realize the AI edge strategy, we are enhancing AI education in the Company and working to develop AI personnel with practical skills. We will continue to actively invest in human capital. With regard to intellectual property, the Company has formulated a Medium-Term Intellectual Property Plan to build a business portfolio in growth/focus areas and reduce intellectual property risks in existing businesses. Appropriate management is carried out through setting targets such as for the number of patent applications. As mentioned above, we will continue to invest more actively in non-financial assets.

3. Disclosure Based on TCFD or Equivalent Framework

   The OKI Group has been working to promote a systematic response to climate-related risks and opportunities, and endorsed the Task Force on Climate-related Financial Disclosures (TCFD) in May 2019 to enhance the disclosure of information on governance, strategy, risk management, and indicators and targets. The Strategy section analyzes climate-change scenarios if the temperature rise is limited to 1.5 degrees Celsius and in the event of a temperature rise to 3 to 4 degrees Celsius. It also covers the perspectives of resource circulation and pollution prevention, identifies risks and opportunities under these scenarios, sets countermeasures, and improves flexibility in responding to events that may occur in the future. Under this strategy, the Group seeks to create and expand products that contribute to the environment, and promotes various decarbonization measures by revising the fiscal 2030 decarbonization targets in the Environmental Vision 2030/2050 to conform to science-based targets (SBTs) for greenhouse gas reduction that are consistent with the Paris Agreement.

   For further details, please refer to OKI Report 2022.

[Principle 5-2: Establishing and Disclosing Business Strategies and Business Plans]

The Company's capital policy is to invest for sustainable growth, to maintain a sound financial structure that allows for such risks, and to provide stable and continuous returns to shareholders.

Continue, we have set targets for profitability, stability, and capital efficiency, and are implementing various measures such as structural reforms and growth strategies. Based on the progress made, the Company will continue to consider about reviewing of its business portfolio and allocation of management resources.

• Corporate Governance Report (As of June 29,2023) [486KB]

• Governance Structure
• Officers
• Basic Policy Concerning the Development of Internal Control Systems

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