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.
The Board of Directors in principle meets once a month but can call extraordinary meetings when necessary, and is responsible for deciding fundamental management policies and other important matters and overseeing business execution. To enhance management fairness and transparency, four of the Board's nine members (including one female member) are outside directors with a high level of independence. The chairman presides over meetings of the Board of Directors. To clarify management responsibility for each fiscal year, directors are appointed for single-year terms.
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 FY2019. (November 2019)
[Results of Evaluation of the Effectiveness of the Board of Directors]
As a result of the FY2019 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:
"Review of internal and external ratio of board members" and "Improving the effectiveness of internal controls at subsidiaries" were implemented.
Progress is being made in the preparation of the next medium-term management plan for "Deepening discussions on management strategies" "Introduction of segment management indicators, including cost of capital" and "Quantitative assessment of business portfolio."
It was recognized that "Dialogue that enables investors to understand our growth strategy" should be emphasized based on the next medium-term management plan, and that "Development of a medium-term training curriculum for the development of successors to the president and candidates for directors, and supervision of progress" should be further promoted.
Verification of whether internal control improvement measures are functioning properly should be promoted mainly at subsidiaries, especially overseas subsidiaries.
To increase the time for discussion, the operation of the Board of Directors should be streamlined. The opportunities to provide field information to outside directors should be increased, such as by increasing opportunities for communication between outside directors and the middle level.
OKI will strive to continuously improve the effectiveness of the Board of Directors with the goal of increasing corporate value.
The Audit & Supervisory Board comprises four Audit & Supervisory Board members, two of which are outside Audit & Supervisory Board members with a high level of independence. 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.
The OKI Group recognizes sustainable growth and increasing corporate value over mid- and long-term as its most important management priorities in earning the trust of its various stakeholders. To this end, we are working to bolster and 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."
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.
OKI has established the Personnel Affairs and Compensation Advisory Committee as a voluntary committee to secure transparency in the decision-making processes for appointments of board members and executive officers and remuneration for them. Outside directors play leading roles on the committee. After deliberating from an objective perspective on appointments or dismissals of board members and executive officers as well as the structure and level of their compensation etc., the committee reports its findings to the Board of Directors.
The Group Internal Auditing Division is tasked with internal auditing and it comprises 25 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.
( is chairperson, is advisor)
|Title||Name||Board of Directors||Personnel Affairs and Compensation Advisory Committee||Audit & Supervisory Board|
|Chairman of the Board||Hideichi Kawasaki|
Senior Executive Vice President
Executive Vice President
Senior Vice President
|Outside Director||Shigeru Asaba|
|Outside Director||Tamotsu Saito|
|Outside Director||Izumi Kawashima|
|Outside Director||Makoto Kigawa|
|Standing Audit & Supervisory Board Member||Sei Yano|
|Standing Audit & Supervisory Board Member||Toshiya Hatakeyama|
|Outside Audit & Supervisory Board Member||Hideo Shiwa|
|Outside Audit & Supervisory Board Member||Ryuichi Makino|
|of which, Independent Outside Directors||1||2||3||4|
|Term||2 years||1 year|
|Audit & Supervisory Board Member||Total Number||4|
|of which, Independent Outside Audit & Supervisory Board Members||2|
|Voluntary Committees||Compensation Committee||Personnel Affairs and Compensation Advisory Committee|