Investor Relations

Corporate Information Governance Structure

As a company with the Audit & Supervisory Board, the Company establishes the Board of Directors and Audit & Supervisory Board and adopts an executive officer system, aiming to promote "timely decision-making processes" by separating business execution and supervision. In addition, the positions of Chief Executive Officer (CEO) and Chief Operating Officer (COO) have been established since April 2022. The new system is designed to further reinforce the management force and speed up the decision-making process, where the CEO has the ultimate responsibility for the management strategies of the whole Group and the COO is responsible for the execution of the operations.

The Company also works on the "enhancement of management fairness and transparency" by nominating Outside Directors as well as setting up a voluntary committee concerned with personnel affairs and compensation, so as to ensure effective supervision from an independent and objective standpoint.

In addition to audits by the Audit & Supervisory Board and its members, OKI seeks to ensure "full compliance and fortification of risk management," such as by establishing the Risk Management Committee.

Corporate Governance Structure

  • *The above diagram is a concise representation of the relationships among governance institutions and does not represent all of their relationships.

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.
To secure the functions of the Board of Directors, the Company selects candidates for Directors in consideration of diversities, such as expertise, career and gender and includes four Independent Outside Directors (including one female Director) to improve the fairness and transparency of management, thinking that the roughly equal numbers of internal Executive Directors and highly independent Outside Directors create an appropriate balance.
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 Member     President,
Representative Director
Masayuki Hoshi Member     Senior Executive Vice President,
Representative Director
Masashi Tsuboi Member     Executive Vice President and Member of the Board
Masashi Fuse Member     Senior Vice President and Member of the Board
Masatoshi Saito Member     Senior Vice President and Member of the Board
Shigeru Asaba Member chairperson
  Independent Outside Director
Tamotsu Saito Member Member   Independent Outside Director
Izumi Kawashima chairperson
Member   Independent Outside Director
Makoto Kigawa Member Member   Independent Outside Director
Audit & Supervisory Board Member Toshiya Hatakeyama advisor   chairperson
Standing Audit & Supervisory Board Member
Toshiyuki Yokota advisor   Member Standing Audit & Supervisory Board Member
Hideo Shiwa advisor   Member Independent Outside Audit & Supervisory Board Member
Ryuichi Makino advisor   Member Independent Outside Audit & Supervisory Board Member
Yoshihiro Tsuda advisor   Member Independent Outside Director

advisorPersons who are members and have a right and obligation to attend relevant meetings

Changes in Corporate Governance Structure

  2014/6 2015/6 2016/6 2017/6 2018/6 2019/6 2020/6 2021/6
Director Total Number 7 8 7 9
  of which, Independent Outside Directors 1 2 3 4
Chair President Chairman Independent Outside Director
Term 2 years 1 year
Audit & Supervisory Board Member Total Number 4 5
  of which, Independent Outside Audit & Supervisory Board Members 2 3
Term 4 years
Voluntary Committees Compensation Committee Personnel Affairs and Compensation Advisory Committee

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