Oki 2009 Annual Report Download - page 20

18 Annual Report 2009
Corporate Governance
Corporate Governance Structure
OKI maintains a corporate auditor system and
allocates the supervision and auditing of
business execution functions to its Board of
Directors and Board of Auditors. To enhance
management efficiency, OKI has introduced an
executive officer system to make more distinct
the separation of management and business
execution functions. In June 2009, OKI
terminated the system for Directors with
specific titles with the aim of further clarifying
the roles and responsibilities of directors
involved in decision making and auditing and
the roles and responsibilities of those
overseeing business operations, while
strengthening functions of both positions.
The Board of Directors meets once a month
to make decisions on fundamental management
policies and other important issues, as well as
to supervise business execution functions. The
Management Committee meets once a week in
principle to make decisions on important issues
relating to the execution of the Group’s
operations and to receive vital reports concerning
each of its divisional operations.
The Board of Auditors audits the business
execution functions of directors through the
attendance to the Board of Directors’ meetings
and other important meetings. Auditors also
liaise closely with the Internal Auditing Division
to accurately ascertain the overall status of
company operations as well as to carry out
audits of the executive function.
Committee Organizations
OKI has established several dedicated commit-
tees to strengthen its corporate governance
functions.
The Management Advisory Committee pro-
vides advice to senior management to enhance
management transparency and soundness. Its
members include external persons deemed to
possess the expert knowledge necessary to
facilitate these objectives. The Compensation
Committee ensures transparency in the criteria
and mechanisms used to set the remuneration
of directors, executive officers and management
officials.
In addition to the Compliance Committee
established as the company-wide authority for
the proposal of fundamental compliance policies,
OKI set up the Disclosure Committee to ensure
that disclosure to stakeholders is accurate and
timely; the CSR Committee to deliberate basic
policies related to the Group’s CSR activities;
and the Information Security Committee to
ensure the thorough implementation of
information security measures.
Establishment of Internal Control
System
In accordance with Japan’s Companies Act and
the Ordinance for Enforcement of the Companies
Act, OKI established the Basic Policy for the
Establishment of an Internal Control System in
May 2006. OKI will advance efforts to strengthen
its corporate governance in conformity with this
Basic Policy to develop a system to secure
appropriate business operations.
The OKI Group makes concerted efforts to reinforce its corporate governance based on fundamental concepts, including “the
enhancement of management fairness and transparency” and “the acceleration of decision-making processes,” with the aim
of continuously working to improve corporate value.
General Meeting of Shareholders
Accounting
Auditors
Accounting
Auditors
Board of Auditors
Internal Auditors
External Auditors
Board of Directors
Internal Directors
External Directors
Management Advisory Committee
Compensation Committee
Compliance Committee
CSR Committee
Information Security Committee
Disclosure Committee
Internal Auditing
Division
Management Committee
(Board of) Auditors
Subsidiaries and Affiliates
Corporate
Business Divisions
Selection / Dismissal Collaboration
Audit Supervision
쏹Corporate Governance Structure