Oki 2011 Annual Report Download - page 16

Selection/Dismissal/Supervision Selection/Dismissal/Supervision Selection/Dismissal/Supervision
Collaboration
Collaboration
Audit
Audit
Audit
Audit
Selection/Dismissal/Supervision
Selection/Dismissal/Supervision
Selection/Dismissal/Supervision
Corporate Governance Structure
General Meeting of Shareholders
C
A
Subsidiaries and Affiliates
Compensation Committee
CSR Committee
Compliance Committee
Information Security Committee
Disclosure Committee
Corporate
Marketing & Sales Section
Business Section
Internal
Auditing
Division
Accounting
Auditors
p
A
Board of
Company Auditors
including Outside
Company Auditors
President
Executive Officer Committee
p
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Board of Directors
including Outside Director
Supervision
14 Annual Report 2011
CORPORATE GOVERNANCE
The OKI Group regards ongoing improvements in corporate value as its most important management
priority in its quest to earn the trust of stakeholders. To this end, we are working to reinforce corporate
governance based on our fundamental policies, including “the enhancement of management fairness
and transparency” and “the acceleration of decision-making processes.”
Corporate Governance Structure
OKI maintains a corporate auditor system, with a Board of
Directors and a Board of Company Auditors. To enhance
management efficiency, it has also introduced an executive
officer system, with the aim of separating the roles of the
Board of Directors and Company Auditors/Board of
Company Auditors (supervision and auditing of business
execution) and executive officers (business execution).
The Board of Directors makes decisions on fundamental
management policies and other important issues, and also
supervises the execution of business. Company auditors
audit the business execution functions of directors—based
on audit policies and methods decided at Board of
Company Auditors’ meetings—through attendance to Board
of Directors’ meetings and other important meetings.
Company auditors also liaise closely with the accounting
auditors and the Internal Auditing Division to accurately
ascertain the overall status of company operations as well
as to carry out audits of business executions. The Board of
Directors and Board of Company Auditors include two inde-
pendent director/company auditor who have no conflict of
interest with general shareholders.
The Executive Officer Committee makes decisions
related to the execution of Group operations. Through par-
ticipation by all executive officers, the Committee seeks to
accelerate decision-making and business advancement and
clarify business responsibilities.
Committee Organizations
As part of its efforts to reinforce corporate governance, OKI
established the Compensation Committee, whose mem-
bers include an outside director. The Committee is
responsible for ensuring transparency in the criteria and
mechanisms used to set executive remuneration. We have
also set up the CSR Committee to deliberate basic policies
related to our CSR activities, as well as several dedicated
committees; the Compliance Committee to deliberate fun-
damental compliance-related policies; and the Information
Security Committee to ensure the thorough implementation
of information security measures. In addition, OKI has set
up the Disclosure Committee to ensure that disclosure to
stakeholders is accurate and timely.
Internal Control
In accordance with Japan’s Companies Act and the Ordinance
for Enforcement of the Companies Act, the Board of Directors
in May 2006 passed a resolution concerning the Basic Policy
for the Establishment of an Internal Control System. In May
2010, the Board of Directors made a partial modification to the
Basic Policy. Conforming to the Basic Policy, OKI has been
developing a system to secure appropriate business opera-
tions. Pursuant to the Financial Instruments and Exchange
Act, we also have an internal control reporting system in
place, through which we submit internal control reports to the
Kanto regional bureau of the Ministry of Finance and disclose
the assessment results of the effectiveness of internal con-
trols related to financial reporting.