Omron 2013 Annual Report Download - page 41

78 Omron Corporation Integrated Report 2013 79
Corporate Value Foundation
* This includes: Corporate Ethics & Risk Management Committee, Information Disclosure Executive Committee, Group Environment Activity Committee, etc.
Board of Directors (BOD)
The BOD oversees business activities
and decides important business matters,
such as management objectives and
strategies.
Audit & Supervisory Board
This board oversees the corporate
governance system and its implementa-
tion and audits the day-to-day operations
of directors and other executives.
Personnel Advisory Committee
This committee, chaired by an outside
director, sets election standards for
directors and executive offi cers, selects
candidates, and evaluates current
executives.
CEO Selection Advisory Committee
This committee, chaired by an outside
director, is dedicated to the nomination
of presidents and deliberates on the
selection of the new president for the
upcoming term and on preparing
contingency succession plans.
Compensation Advisory Committee
This committee, chaired by an outside
director, determines the compensation
structure for directors and executive
offi cers, sets evaluation standards,
and evaluates current executives.
Corporate Governance Committee
This committee, chaired by an outside
director, discusses measures to con-
tinuously enhance corporate governance
and increase fairness and transparency
in management.
Executive Council
This council determines and reviews
important business operation matters
that are within the scope of authority
of the president.
1999 2003 2011
1987–
President Yoshio Tateishi
Omron Principles
formulated in 1990 Revised in 1998 Revised in 2006
2003 – Compensation Advisory Committee
2006 – CEO Selection Advisory Committee
2008 – Corporate Governance Committee
2003–
President Hisao Sakuta
2001
2011–
President Yoshihito Yamada
Chairman of the Board
of Directors/CEO President serves as Board of Directors’ Chairman and CEO Chairman serves as Board of Directors’ Chairman / President serves as CEO
Separation of
management
oversight and
business execution
30 directors
1999~ Number of directors reduced to seven
1999~ Two members
1
998
1999~ Introduction of executive officer system
Advisory Board 1999 Advisory Board
One
member
One
member 2003~ Two members (seven directors)
2011~Two members (four auditors)2003~Three members (four auditors)
Outside directors
Audit & Supervisory Board
members (Part-time)
Advisory committees
Corporate
philosophy
Corporate
motto
formulated
in 1959
President
1996 – Management Personnel
Advisory Committee 2000 – Personnel Advisory Committee
Chairman: Chairman of the BOD
Executive Organization
Shareholders’ Meeting
CSR-Related Committees*Internal Audit Division
CEO Selection Advisory Committee
Compensation Advisory Committee
Corporate Governance Committee
Personnel Advisory Committee
Audit & Supervisory Board Board of Directors
Board of Directors OfficeAudit & Supervisory Board Office
Accounting Auditor
President & CEO
Executive Council
Head office divisions
Business companies (Internal companies)
Corporate Governance Initiatives
Corporate Governance Structure
Director and Audit & Supervisory Board
Member Remuneration
To increase objectivity and transparency, the Compensation
Advisory Committee, chaired by an outside director, is con-
sulted on the compensation of directors. This committee
discusses the compensation of each individual and makes
recommendations.
After receiving these recommendations, the amount of
compensation for each director is determined by a resolution
of the Board of Directors, and the amount of compensation
for each audit & supervisory board member is determined by
discussions among the audit & supervisory board members
(resolution of the Board of Corporate Auditors).
The following amounts are within the scope of the
aggregate compensation amounts for all directors and all
audit & supervisory board members, as each has been set
by a resolution of the General Meeting of Shareholders.
Position Name
Personnel Advisory
Committee
CEO Selection
Advisory Committee
Compensation
Advisory Committee
Corporate Governance
Committee
Chairman of the BOD Fumio Tateishi
Representative Director and President and CEO Yoshihito Yamada
Representative Director and Executive Vice President Yoshinobu Morishita
Senior Managing Director Akio Sakumiya
Senior Managing Director Yoshinori Suzuki
Outside Director Kazuhiko Toyama*
Outside Director Eizo Kobayashi*
Audit & Supervisory Board Member (Full-time) Masayuki Tsuda
Audit & Supervisory Board Member (Full-time) Tokio Kawashima
Audit & Supervisory Board Member (Part-time) Eisuke Nagatomo*
Audit & Supervisory Board Member (Part-time) Yoshifumi Matsumoto*
Indicates Chairperson
* Independent Offi cer
* Director compensation consists of basic compensation (monthly salary), bonus, and stock-based compensation*1.
* Outside director compensation consists of basic compensation (monthly salary).
* Audit & supervisory board member compensation consists of basic compensation (monthly salary).
*1 Stock-based compensation is administered following guidelines specifying set remuneration amounts to be paid on a monthly basis
and utilized to acquire Company stock (through a director stock ownership plan), which is then held during the individual’s tenure.
Appointments of Directors and Audit & Supervisory Board Members
(Millions of yen)
Classifi cation Number of People Basic Compensation Bonus Total Remuneration
Directors
(Outside Directors)
7
(2)
360
(21)
144
(–)
504
(21)
Audit & Supervisory Board
Members (Part-time)
4
(2)
82
(17)
–
(–)
82
(17)
Total (Total for Outside
Directors and Audit &
Supervisory Board members)
11
(4)
442
(38)
144
(–)
586
(38)
Fiscal 2012 Director and Audit & Supervisory Board Member Remuneration
Maintaining and Operating an Internal
Control System to Ensure Healthy and
Effective Organizational Operations
Omron has established the Basic Policy on the Maintenance
of an Internal Control System to ensure the healthy and
effective operation of its organization. This policy provides
the basis for the maintenance and operation of an internal
control system throughout the Omron Group to ensure the
controls are functioning effectively in each of the four objec-
tive areas of fi nancial report accuracy, legal compliance,
operating effi ciency, and asset safeguarding.
Omron maintains a monitoring system undertaken by
the Internal Audit Division after each division and subsidiary
conducts its own review of the maintenance and operation
of business processes in accordance with the Internal Con-
trol Reporting System (J-SOX) requirements of Japan’s
Financial Instruments and Exchange Act, promulgated in
June 2006. The reviews enable each division and subsidiary
to deepen their understanding of the internal controls associ-
ated with fi nancial reporting and thereby serve as a system
for promoting self-governing controls.
Two Types of Internal Audits to
Ensure Healthy and Effective
Organizational Operations
Omron conducts two types of internal audits to ensure the
healthy and effective operation of its organization.
The Internal Control Audit is conducted to ensure the
internal controls are functioning effectively in each of the four
objective areas of fi nancial report accuracy, legal compliance,
operating effi ciency, and asset safeguarding. The Manage-
ment Audit examines the solutions and improvement mea-
sures implemented for specifi c management issues. In the
event the results of these audits include items recommend-
ed for improvement, the Company supports measures to
carry out the improvements.
In addition, the Omron Group has established the Audit &
Supervisory Board Offi ce and placed full-time auditors in each
of its four regions of global business—Americas, Europe,
Greater China, and Asia Pacifi c—to implement internal audits
based on local practices and legal systems at its business
sites worldwide.
Internal Controls