Corporate Information Governance Structure

OKI maintains a corporate auditor system, with the Board of Directors and the Audit & Supervisory Board. With an executive officer system in place, it strives to promote timely decision making processes by separating business execution and oversight.

It endeavors to improve the fairness and transparency of management by nominating outside directors to the Board as well as setting up a voluntary committee on nomination, remuneration, etc. so as to ensure effective supervision from an independent and objective standpoint.

By conducting objective audits with Audit & Supervisory Board members and the Audit & Supervisory Board, OKI is making efforts toward full compliance and the fortification of risk management.

Board of Directors

In principle, the Board of Directors meets once a month, with extraordinary meetings also held if necessary, to make decisions on basic management policies and other important matters and to supervise the execution of business in accordance with laws and regulations and the Articles of Incorporation. In order to secure the functions of the Board of Directors, the Company considers diversity in areas of specialization, work experience, and gender when selecting candidates for Directors, and has appointed four highly independent Outside Directors (including one female Director) in an effort to improve the fairness and transparency of management. In addition, in order to further clarify the management responsibility for each business year, the Articles of Incorporation provide that the term of office shall be one year.

Evaluation of the Effectiveness of the Board of Directors

OKI conducts evaluations and analyses to improve the effectiveness of the Board of Directors by recognizing, sharing, and improving the directions that the Board of Directors should take and the issues related to that direction.

[Method for Evaluating the Effectiveness of the Board of Directors]

The Board of Directors discussed methods for evaluating the effectiveness of the plan in FY2020.

1. We judged that self-evaluation is appropriate for conducting research and evaluation in line with our company's circumstances. On the other hand, in order to verify the objectivity and validity of the evaluation process, we judged that a third-party evaluation should be introduced at least once every few years, and entrusted a trust bank with the verification of the evaluation process and the contents of the questionnaire.
2. As in the previous year, the assessment was conducted in three stages: a questionnaire survey, individual hearings, and deliberations at the Board of Directors. This applied to all Directors and Audit & Supervisory Board members. The Secretariat of the Board of Directors served as the secretariat.
3. The questionnaire was the same as the previous year. It was based on "Corporate Governance Code" and related materials. The Company received advice from the above company that it should explain the "Practical Guidelines for Independent Directors" (Ministry of Economy, Trade and Industry 2020) to its directors.

[Results of Evaluation of the Effectiveness of the Board of Directors]

As a result of the FY2020 evaluation, it was confirmed that, although the effectiveness of its Board of Directors has been improving overall, there are still matters that need to be improved.
The details are as follows:
As a result of discussions on "Medium-Term Business Plan 2022" both before and after the outbreak of the COVID-19, both inside and outside directors strongly shared recognition on our company's existence value, management strategy, and other issues. We will improve the accuracy of the segment-specific management indicators and the quantitative evaluation of the business portfolio and supervise the progress of the plan.
"Successor Development Plan for the President" made progress in deliberations at the Personnel and Remuneration Advisory Committee, whose members are mainly outside directors. In FY 2021, the Board of Directors will deliberate and supervise its implementation.
Operation of the board has become more efficient and the time for discussion has increased. Further operational improvements will be made so that more useful discussions can be held.
Progress in the issues recognized in the previous year, such as "increasing opportunities to provide field information to outside directors" and "increasing opportunities for communication between outside directors and the middle level" was not enough. The Company will rebuild the implementation method according to COVID-19's situation.

OKI will strive to continuously improve the effectiveness of the Board of Directors with the goal of increasing corporate value.

Audit & Supervisory Board

The Audit & Supervisory Board consists of five Audit & Supervisory Board members, three of whom are highly independent outside Audit & Supervisory Board members. Based on audit policies, methods, etc. decided at Audit & Supervisory Board meetings, Audit & Supervisory Board members attend Board of Directors' meetings and other important meetings, verify the content of reports received from directors, etc., and conduct investigations into matters concerning the Company's operations, financial status, etc. Collaborating closely with outside directors, the Internal Auditing Division, and the accounting auditors, Audit & Supervisory Board members audit the performance of duties by directors.

Executive Officer System

OKI appoints executive officers to implement operations in accordance with management policies determined by the Board of Directors so as to separate the functions of business execution and oversight of management and promote timely decision-making processes. Moreover, to assist the president in making decisions, the Company has established the Management Committee.

Utilization of Voluntary Committees

The Company has established the Personnel Affairs and Compensation Advisory Committee as a voluntary committee to secure transparency and objectiveness in the decision-making processes concerning appointment and dismissal of Directors and determination of compensation for officers. The Committee is consulted prior to resolutions at a Board of Directors meeting on appointment and dismissal of Directors, Executive Officers, etc. and the structure and level of their compensation, deliberates on these issues from an objective viewpoint, and reports the results to the Board of Directors. The current chairman is an independent outside director appointed by the Board of Directors.

Internal Auditing

The Group Internal Auditing Division is tasked with internal auditing and it comprises 26 members, including one certified internal auditor and one certified fraud examiner. The division must accurately perceive the actual state of compliance risk management across businesses and functions in the OKI Group, and on that basis conduct internal audits for the purpose of identifying and preventing mistakes and errors as well as corruption in the operation of internal control systems with the goal of supporting operational improvements.

Members of each Institution

	Name	Board of Directors	Personnel Affairs and Compensation Advisory Committee	Audit & Supervisory Board	Position
Director	Shinya Kamagami				President, Representative Director
	Masayuki Hoshi				Senior Executive Vice President, Representative Director
	Masashi Tsuboi				Executive Vice President and Member of the Board
	Masashi Fuse				Senior Vice President and Member of the Board
	Masatoshi Saito				Senior Vice President and Member of the Board
	Shigeru Asaba		Chairperson		Independent Outside Director
	Tamotsu Saito				Independent Outside Director
	Izumi Kawashima	Chairperson			Independent Outside Director
	Makoto Kigawa				Independent Outside Director
Audit & Supervisory Board Member	Toshiya Hatakeyama			Chairperson	Standing Audit & Supervisory Board Member
	Toshiyuki Yokota				Standing Audit & Supervisory Board Member
	Hideo Shiwa				Independent Outside Audit & Supervisory Board Member
	Ryuichi Makino				Independent Outside Audit & Supervisory Board Member
	Yoshihiro Tsuda				Independent Outside Director

Member
Chairperson
Persons who are members and have a right and obligation to attend relevant meetings

Changes in Corporate Governance Structure