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.
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.
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.
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
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 FY2022.
[Results of Evaluation of the Effectiveness of the Board of Directors]
As a result of the FY2022 evaluation, we have confirmed that the Board of Directors of our company is functioning effectively. In order to further improve the functions of the Board of Directors, we will proceed with the following initiatives.
OKI will strive to continuously improve the effectiveness of the Board of Directors with the goal of increasing corporate value.
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.
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||Hideo Shiwa||After heading the finance & accounting and planning divisions and overseeing the head office of a manufacturing company, Mr. Shiwa served as Director, Senior Managing Executive Officer of the manufacturer and later as CEO of its overseas subsidiary. Through his activities, Mr. Shiwa has acquired considerable knowledge of global affairs and finance and accounting.|
|Audit & Supervisory Board member||Ryuichi Makino||As a certified public accountant, Mr. Makino has amassed many years of experience performing accounting audits for manufacturers and organizations in various other industries. Through his activities, Mr. Makino has accumulated considerable knowledge of finance and accounting and internal controls.|
|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.|
[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]
When evaluating the effectiveness of the Audit & Supervisory Board in 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 FY2022, the Company undertook a number of efforts, including initiatives aimed at increasing the frequency of discussions and exchanges involving outside directors; quarterly liaison meetings with subsidiary Audit & Supervisory Board members; and informative activities molded to raise awareness of the Audit & Supervisory Board as a contact point for whistleblowing. For FY2023, 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.
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.
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 consists of five non-executive Directors. Prior to the resolution of the Board of Directors, meeting as appropriate and the Committee receives inquiries on the appointment and dismissal of Directors, Executive Officers, etc., as well as the remuneration system and level, etc., and reports to the Board of Directors after deliberating from an objective viewpoint. The current Chairperson of the Committee is an Independent Outside Director by resolution of the Board of Directors.
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 19 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.
|Name||Board of Directors||Personnel Affairs and Compensation Advisory Committee||Audit & Supervisory Board||Position|
|Director||Shinya Kamagami||Senior Director|
|Takahiro Mori||Representative Director and Chief Executive Officer|
|Masayuki Hoshi||Senior Executive Vice President|
|Teiji Teramoto||Executive Vice President and member of the Board|
|Independent Outside Director|
|Tamotsu Saito||Independent Outside Director|
|Independent Outside Director|
|Makoto Kigawa||Independent Outside Director|
|Audit & Supervisory Board Member||Masashi Fuse||
|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 Audit & Supervisory Board Member|
Persons who are members and have a right and obligation to attend relevant meetings
|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|
|Voluntary Committees||Compensation Committee||Personnel Affairs and Compensation Advisory Committee|