Governance Policy
OTC strives to develop and operate an internal control system, implements the necessary measures and has a basic policy on corporate governance.
In order to ensure sustainable growth and increase corporate value over the medium to long term, OTC has established a basic policy on corporate governance and is working to enhance it, while striving to develop and operate an internal control system to ensure sound and transparent management and rapid decision-making, and implementing the necessary measures.
The Board of Directors of OTC is composed of directors (excluding directors who are members of the Audit & Supervisory Committee) who are familiar with the Company's business and directors who are members of the Audit & Supervisory Committee and who have excellent insight into management in general or expertise as legal professionals (at least one third of whom are outside directors), in order to speed up management decision-making and to enhance discussions at Board meetings on management policies and strategies, as well as to strengthen the supervisory function of the Board of Directors.
With regard to decisions on the nomination and remuneration of directors, the Nomination and Remuneration Committee, the majority of whose members are outside directors, has been established as an advisory body to the Board with the aim of strengthening the independence, objectivity and accountability of the Board's functions. In addition, all Board members, including outside directors, evaluate the effectiveness of the Board, primarily from the perspective of the Board's operations and deliberations, with a view to further improving its functioning.
