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.
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.
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.
[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.
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.
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 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.
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.
|Name||Board of Directors||Personnel Affairs and Compensation Advisory Committee||Audit & Supervisory Board||Position|
|Masayuki Hoshi||Senior Executive Vice President,
|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|
|Independent Outside Director|
|Tamotsu Saito||Independent Outside Director|
|Independent Outside Director|
|Makoto Kigawa||Independent Outside Director|
|Audit & Supervisory Board Member||Toshiya Hatakeyama||
|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|
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|