In the nomination and appointment of candidates for Directors, Audit & Supervisory Board Members and executive officers, OKI considers the following matters in addition to meeting legal requirements.
提交的标准提议驳回a Director, an Audit & Supervisory Board Member, or an executive ofﬁcer take into consideration the following: where the person's act violates or infringes on the law and the Articles of Incorporation; whether the person has become unable to properly perform his/her duties. Such proposals are immediately deliberated by the Personnel Affairs and Compensation Advisory Committee, which then submits its proposal to the Board of Directors.
|Name||任命理由||Status of Attendance at meeting of the Board of Directors or the meetings of the Audit & Supervisory Board (FY2019)|
|Outside Directors||Shigeru Asaba||作为博士。在经济学方面，他专长于产业组织、企业战略、竞争战略、股权结构与战略、家族企业，在一般企业方面拥有学术专长和较高的道德标准。此外，通过他在日本甜菜制糖有限公司担任外部董事的经历，公司认定他能够适当监督管理，强化决策职能。因此，公司任命他为外部董事。||Board of Directors 14/14 (100%)|
|Tamotsu Saito||He has served as chairman of the Board of IHI Corporation for many years and has a wealth of experience as a business leader not only in the industry but also in Japan. The Company has determined that he is able to provide appropriate oversight of management as well as appropriate opinions and advices from both a business management perspective and a compliance perspective, and therefore has appointed him as an Outside Director.||Board of Directors 14/14 (100%)|
|川岛泉||她目前是早稻田大学社会科学系教授，专攻商法（特别是《公司法》）和《金融工具与交易法》。她是日本在这一领域的顶尖专家之一。公司相信，基于她在《公司法》和公司治理方面的学术专长，特别是在公司治理方面的专业知识，可以期待她提供准确的意见和建议。因此，公司任命她为外部董事。||Board of Directors 14/14 (100%)|
In addition, the Company considers that it can expect accurate opinions and advice from both the business management and the compliance perspectives, and has appointed him as an Outside Director.
|Board of Directors 9/10 (90%)|
|Outside Audit & Supervisory Board Members||Hideo Shiwa||He has headed the finance & accounting and planning divisions and presided over the head office department of a manufacturing company before serving as Director and Senior Managing Executive Office and completing overseas assignments. Utilizing his abundant experience, insight and high ethical standards, the Company believes that it can expect him performing appropriate auditing on the management of the Company, and therefore has appointed him as an Outside Audit & Supervisory Board Member.||—|
The Company appoints Outside Directors and Outside Audit & Supervisory Board Members based on the following criteria.
a. People listed in (2) to (7) above (limited to important executives(*2)“高管”(2)(5),(2)“人longing to associations" in (6), important executives and people whose associations have professional qualifications such as certified public accountants or lawyers in the case of accounting or legal expert associations such as audit firms or legal firms, and people who have professional qualifications such as certified public accountants and certified public accountants for "people belonging to audit firms" in (7).
b. An important executive of the OKI Group
c. A person falling under category b above in the past 10 years
Four Outside Directors and two Outside Audit & Supervisory Board Members, appointed based on the above policy, have been judged to have no risk of conflict of interest with general shareholders, and thus have been reported as independent officers to the Tokyo Stock Exchange.
OKI's basic policy on compensation for directors and executive officers is to serve as incentives for the performance improvement with the aim of the continuous enhancement of the corporate value and the corporate competitiveness while being the compensation structure that can attract excellent human resources.
The compensation system consists of basic compensation, annual incentive compensation linked to the performance of each fiscal year, and compensation-type stock option as medium- to long-term incentive compensation. These changes have been implemented as part of efforts to develop an environment for a shift to the management focused on "more aggressive goal setting" and "growth over medium- to long-term" in order to achieve "continuous growth" of the OKI Group.
|基本补偿||When serving as executive officer concurrently, monetary compensation shall be paid, determined individually tailored to position, followed by duties.|
|Monetary compensation shall be paid, determined individually with a linkage with the past fiscal year's consolidated business performance of the OKI Group and that of the division each director/executive officer is responsible for. The amount of payments is 35% of the basic compensation in case that the rate of payments is 100%. The rate of payments is determined within the scope of 0% to 200%, according to a linkage with business performance and the President's qualitative assessment.|
Compensation for outside directors consists only of basic compensation. In addition, the appropriateness of the structure and level of compensation is validated utilizing objective evaluation data from external organizations and others.
|按补偿类型划分的支付金额（百万日元）||Number of applicable officers|
(excluding Outside Directors)
|Audit & Supervisory Board Members
|Outside Audit & Supervisory Board Members||14||14||—||—||2|