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 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.

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, based on the skills matrix, 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.
The Board of Directors is chaired by an Independent Outside Director.
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.

Skills Matrix for the Board of Directors (As of June 21,2024)

The Company thinks that skills its Board of Directors needs as a whole for performing its roles and fulfilling its responsibilities become satisfied when respective Directors display their abilities by making the most of knowledge and experience expected from them according to the Company's management philosophy, vision and management plans, etc.

The Company expects the display of skills in the following fields in particular.

  • "Corporate management," such as management strategy, business management and business strategy, for increasing the earning power of businesses and strengthening the governance structure
  • "Marketing" for promoting the development of eco-systems in collaboration with customers
  • "Technology & innovation" for developing new businesses toward the goals of further business development and growth
  • "Human resources management" for securing human resources necessary for sustainable growth and cultivating abilities, thereby giving employees job satisfaction and enabling them to display abilities
  • "Global" viewpoints for globalizing operations indispensable for securing growth opportunities
  • "Finance & accounting" and "Legal affairs & risk management" that act as the basis for making decisions related to management and business activities
  • "Manufacture & SCM" that act as important management bases in strengthening manufacturing and enhancing competitiveness comprising the Company's strengths
Marketing Technology
& innovation
Human resources
Global Finance
& accounting
Legal affairs
& risk
Inside Shinya Kamagami
Takahiro Mori
Teiji Teramoto
Yuichiro Katagiri
Outside Shigeru Asaba
Tamotsu Saito
Izumi Kawashima
Makoto Kigawa

The above list does not represent all knowledge and experience respective individuals have.
Required skills for Directors that have been acquired as a result of business execution experience at the OKI Group (up to five skills)
Outside experience and specialist knowledge the Company expects in particular

Evaluation of the Effectiveness of the Board of Directors

The Company conducts evaluations and analyses every year 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 FY2023.

  1. We judged that self-evaluation is appropriate for conducting research and evaluation in line with our company's circumstances. Meanwhile, we have determined that conducting a third-party evaluation aimed at verifying the objectivity and validity of the evaluation process once every few years is appropriate and decided to conduct the next third-party evaluation in FY2024.
  2. As usual, the assessment was performed in three stages: a questionnaire, individual interviews and the deliberations of the Board of Directors. The scope of the assessment included all Directors and Audit & Supervisory Board members. The Secretariat of the Board of Directors compiled the results.
  3. As usual, the questionnaire was based on the Corporate Governance Code and related materials and was reorganized with questions that reflect free and frank evaluation of each officer.

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

As a result of the FY2023 evaluation, we were able to confirm that the Board of Directors of our company is functioning effectively. We primarily discussed the analysis of the progress in the implementation of Medium-Term Business Plan 2025.We also discussed earnings management (including ROIC) for the appropriate allocation of management resources and reviewed the functions and roles of subsidiaries. We have decided to further discuss the development of core human resources in the upcoming fiscal year.
The Board of Directors will proceed with the initiatives below to further improve its functions in FY2024.

  • Continually monitor the progress of initiatives in Medium-Term Business Plan 2025 and discuss whether the plan needs to be changed according to changes in the environment.
  • Flexibly review the allocation of management resources, including human resources, especially core human resources, and financial resources based on the progress of the business plan.
  • Identify potential risks early on that may hinder the implementation of growth strategies and make appropriate decisions regarding actions to eliminate or avoid the risks.

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

Audit & Supervisory Board

The Company's Audit & Supervisory Board meets once per month in principle, but also additionally as needed, to determine policies, standards, and annual plans concerning audits and receive reports from each member regarding audit statuses and other pertinent issues.

Each Audit & Supervisory Board member receives internal reports compliant with the Company's internal reporting rules and is regularly informed regarding the application of these rules. In addition, members of the Company's Board of Directors are briefed on the development and implementation of the Company's internal control system and exchange opinions with directors, executive officers, division managers, and representatives of subsidiaries, thereby confirming the progress of these activities. Audit & Supervisory Board members participate in onsite inspections conducted by the internal audit division and in subsequent meetings held to report the results of these inspections. Through these activities, Audit & Supervisory Board members hold discussions and share views with the internal audit division and apply audit results when conducting their own audits. By meeting and exchanging views with accounting auditors and participating in their onsite inspections, Audit & Supervisory Board members ensure that collaboration with these accounting auditors remains close while protecting audit efficiency.

Knowledge, Experience, and Abilities of Audit & Supervisory Board Members

The Company's Audit & Supervisory Board consists of five (5) Audit & Supervisory Board members, three (3) of whom are highly independent outside Audit & Supervisory Board members. When appointing Audit & Supervisory Board members, in accordance with the Company's "Policies regarding Consent for Proposals concerning the Selection of Audit & Supervisory Board Member Candidates," the Audit & Supervisory Board evaluates candidates based on factors such as their independence from executives and their capacities for maintaining fair and unbiased attitudes. The Audit & Supervisory Board provides their consent once these attributes have been confirmed. The knowledge, experience, and abilities held by individual members of the Audit & Supervisory Board have been included below.

Position Name Knowledge, experience, etc.
Standing Audit & Supervisory Board member Masashi Fuse As Head of the Accounting & Control Division, Head of Corporate Group, and Chief Information Officer of the Company, Mr. Fuse has experience strengthening the Company's financial base and OKI-G's information base. Additionally, through his past experience as president and representative director of a subsidiary of the Company, Mr. Fuse has developed considerable expertise regarding management and finance and accounting.
Standing Audit & Supervisory Board member Toshiyuki Yokota Equipped with extensive knowledge of antitrust and intellectual property laws, Mr. Yokota has held important positions with Japan's Ministry of Economy, Trade and Industry and the Japan Fair Trade Commission. Mr. Yokota also has acquired considerable expertise regarding human resource management through his leadership as an executive officer in the planning, implementation, and deployment of the Company's innovation management system and his experience as a specially appointed professor at Asia University, where he has provided students with career-related education.
Audit & Supervisory Board member Yoshihiro Tsuda As a certified public accountant, Mr. Tsuda has performed duties overseas and has additionally amassed many years of accounting and auditing experience that includes global activities performed across a variety of industries. Consequently, Mr. Tsuda has considerable knowledge of finance and accounting.
Audit & Supervisory Board member Yasuyuki Oda Mr. 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. Through his activities, Mr. Oda has acquired considerable knowledge of global affairs and finance and accounting.
Audit & Supervisory Board member Hiroshi Niinomi As an attorney-at-law for many years, Mr. Niinomi has been responsible for many listed companies with respect to corporate law and financial law matters. He also has the experience of serving as an Audit & Supervisory Board Member for an investment advisory company for a long time. Consequently, Mr. Niinomi has considerable knowledge of judicial affairs.

Evaluating the Effectiveness of the Audit & Supervisory Board

[Methods of Evaluating the Effectiveness of the Audit & Supervisory Board]
To enhance the sophistication of audits performed by its Audit & Supervisory Board members, OKI conducts assessments regarding the effectiveness of the Audit & Supervisory Board through self-assessment questionnaires conducted by each member. Based on the results of these assessments, the Company considers possible methods for improving future audit activities before establishing an annual audit plan. The self-assessment questionnaires primarily focus on responsibilities required of the Audit & Supervisory Board and its members under OKI's auditing standards for Audit & Supervisory Board members and Japan's Corporate Governance Code.

[Results of Evaluations concerning the Effectiveness of the Audit & Supervisory Board]
In the evaluation of the effectiveness of the Audit & Supervisory Board, which has been conducted annually since FY2021, Audit & Supervisory Board members reviewed and inspected internal control systems; monitored legal compliance and risk management systems; coordinated and collaborated with directors, the Board of Directors, the internal audit division, and accounting auditors; and took appropriate actions in accordance with Japan's Corporate Governance Code. Based on the results of these evaluations, in FY2023, the Company undertook a number of efforts, visiting important locations; strengthening cooperation with the internal audit department. For FY2024, the Company has formulated an audit plan based on the previous year's evaluation and aims to further improve the effectiveness of its Audit & Supervisory Board. In addition, based on items of concern identified through activities performed in accordance with this audit plan, each Audit & Supervisory Board member has presented numerous recommendations and issues to directors and executive divisions through forums such as meetings of the Board of Directors and Management Conference.

The Company will continuously strive to improve the effectiveness of its Audit & Supervisory Board while aiming to enhance its corporate value.

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 holds a meeting as necessary. 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 Committee consists of four Outside Directors and a Non-executive Inside Director. The current Chairperson of the Committee is an Independent Outside Director by resolution of the Board of Directors.

Internal Auditing

The Company has established the Corporate Administration Division as an internal auditing division that reports directly to the president. Internal Audit Personnel of the Corporate Administration Division consists of 23 members, including one certified internal auditor and one certified fraud examiner. In accordance with the internal audit rules, the Corporate Administration Division conducts internal audits to properly understand the actual status of compliance risk management and overall operations at the Company's business units and subsidiaries, detect and prevent compliance improprieties in the execution of internal controls, and support improvement of operations.

Members of each Institution (As of June 21,2024)

  Name Board of Directors Personnel Affairs and Compensation Advisory Committee Audit & Supervisory Board Position
Director Shinya Kamagami Member Member   Senior Director
Takahiro Mori Member     President, Representative Director and Chief Executive Officer
Teiji Teramoto Member     Representative Director and Senior Executive Vice President
Yuichiro Katagiri Member     Executive 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 Masashi Fuse advisor   chairperson
Standing Audit & Supervisory Board Member
Toshiyuki Yokota advisor   Member Standing Audit & Supervisory Board Member
Yoshihiro Tsuda advisor   Member Independent Outside Audit & Supervisory Board Member
Yasuyuki Oda advisor   Member Independent Outside Audit & Supervisory Board Member
Hiroshi Niinomi advisor   Member Outside Audit & Supervisory Board Member

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

Changes in Corporate Governance Structure

  2015/6 2016/6 2017/6 2018/6 2019/6 2020/6 2021/6 2022/6 2023/6 2024/6
Director Total Number 8 7 9 8
  of which, Independent Outside Directors 2 3 4
Chair President Chairman Independent Outside Director
Term 1 year
Audit & Supervisory Board Member Total Number 4 5
  of which, Independent Outside Audit & Supervisory Board Members 2 3 2
Term 4 years
Voluntary Committees Personnel Affairs and Compensation Advisory Committee

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