Investor Relations

Corporate Information Basic Policy on Establishing Internal Control Systems

The Company has established the following Basic Policy for Establishing an Internal Control System in accordance with the Companies Act and the Enforcement Regulations of the Companies Act, and has put in place a system to ensure the appropriateness of its business operations.

Structure to ensure that the execution of duties by Directors and hired experts is in keeping with corporate law and the Articles of Incorporation

  1. The "OKI Group Corporation Action Charter" and the "OKI Group Code of Conduct" are in place as the basis for ensuring compliance. Directors and executive officers shall take the initiative in demonstrating compliance activities in accordance with the Compliance Commitment.
  2. A Compliance Committee chaired by the chief compliance officer shall be established to deliberate and examine basic policies concerning compliance programs.
  3. Based on the basic policies determined by the Compliance Committee, the departments in charge of compliance shall plan and promote specific measures, such as the education and training of Directors and employees. The Company uses e-learning and other methods to raise awareness of compliance among all employees.
  4. The Company has established internal reporting rules that also provide for reporting to Outside Directors and corporate auditors, and has established a whistleblowing and consultation service to detect and correct improprieties at an early stage.
  5. The Company takes a firm stance against anti-social forces that threaten the order and safety of civil society, cooperating with police and related organizations to proscribe any such relationships throughout the organization.

System relating to storage and management of information in regard to the execution of duties of Directors

Information pertaining to the execution of duties by Directors shall be stored appropriately and in accordance with laws and internal regulations.

Regulations and other systems related to managing the risk of losses

  1. The Risk Management Committee shall be established to accurately identify risks associated with the business activities of the Company and Group companies and to promote measures for preventing such risks from materializing.
  2. In accordance with the Risk Management Rules, each division shall manage risks that may arise in relation to its operations. The Company has in place a division to supervise risks that require company-wide management. The supervising division shall assess risks, determine response policies, and build an appropriate system on this basis.
  3. If a risk materializes, a company-wide Emergency Response Headquarters shall be established to respond.

System for ensuring the efficiency of execution of duties by Directors

  1. The Board of Directors meets regularly, once a month in principle, to make decisions on important matters such as basic management policies and to supervise the execution of business by Directors.
  2. By appointing executive officers to execute business in accordance with the basic management policies determined by the Board of Directors, the Company aims to separate business execution from supervision and accelerate the decision-making process. In addition, the Management Committee, which is composed of executive officers and others, holds meetings to assist decision-making by the president and chief executive officer.
  3. Responsibility and authority shall be defined in the Regulations on the Division of Operations and the Regulations on Authority in the Execution of Business.

System for ensuring the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries

  1. To ensure the appropriateness of operations at the Company and each subsidiary, we have established the OKI Group Charter of Corporate Conduct, which outlines values to be applied throughout the Group. In addition, the OKI Group Code of Conduct has been established and is to be followed by all officers and employees. The Company endeavors to ensure that all officers and employees are thoroughly familiar with the code.
  2. OKI's departments in charge of compliance shall develop measures for promoting compliance that are enforced consistently throughout the Group by people in charge of promoting compliance at each subsidiary. In addition, each company's status of implementing measures is monitored regularly and reported to the Compliance Committee.
  3. Each subsidiary shall establish whistle-blowing rules that include a system for reporting to its Outside Directors and Audit & Supervising Board Members, provide a whistleblowing and consultation desk, report to the Company if any fraudulent acts are detected, and correct such acts as soon as possible.
  4. With regard to business management, the Company shall receive reports regularly and as necessary in a timely manner from each subsidiary in accordance with the Management Regulations for Affiliated Companies. In this manner, the Company shall ascertain the state of management and provide necessary advice and guidance, including on such areas as establishing organizations for each subsidiary, as well as systems of rules and regulations and business plans.
  5. To ensure the reliability of financial reporting, the Company and its subsidiaries shall develop, maintain, and improve an internal control system for financial reporting in accordance with relevant laws and regulations.

Matters relating to employees who support the duties of Audit & Supervisory Board members

  1. Staff shall be appointed to assist Audit & Supervisory Board members in their duties.
  2. In order to ensure the independence and the effectiveness of instructions, staff assigned to Audit & Supervisory Board members shall be employees who are not subject to instructions and orders of Directors, and the prior consent of the Audit & Supervisory Board shall be obtained for personnel transfers and personnel evaluations.

System for reporting by Directors and employees to Audit & Supervisory Board Members, and other systems for reposting to Audit & Supervisory Board Members

  1. If a Director discovers a fact that may cause significant damage to the Company, he/she shall immediately report this fact to the Audit & Supervisory Board members in accordance with laws and regulations.
  2. In addition to the Board of Directors, full-time Audit & Supervisory Board members shall attend management meetings and inspect major approval documents in order to ascertain important decision-making processes and the status of business execution.
  3. Audit & Supervisory Board members attend Risk Management Committee meetings as advisors and receive necessary reports.
  4. Audit & Supervisory Board members receive internal reports based on the Internal Reporting Regulations and receive reports on the status of operations semiannually from the divisions in charge of internal reports.
  5. Audit & Supervisory Board members may regularly receive reports from Directors and employees on the status of the establishment and operation of the internal control system, and may request reports from Directors and employees on matters deemed necessary.
  6. A person who has reported to Audit & Supervisory Board members shall not be treated disadvantageously because he/she has made such a report.

Other systems to ensure effective audits by Audit & Supervisory Board members

  1. Audit & Supervisory Board members shall conduct efficient and effective audits in close cooperation with the Internal Audit Division in the execution of auditing duties, such as investigating the status of the Company's operations and assets.
  2. In addition to meeting regularly with the accounting auditor and attending on-site audits by the accounting auditor, Audit & Supervisory Board members shall cooperate closely with the accounting auditor and conduct efficient audits by, for example, asking the accounting auditor to report on the progress of the audits as needed.
  3. Expenses required for the execution of the duties of the Audit & Supervisory Board members shall be paid by the Company.

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