Omron 2014 Annual Report Download - page 36

Omron is a Company with Audit & Supervisory
Board. The corporate governance regime has a su-
pervisory and observational function pertaining to the
actions of the Board of Directors and also involves
auditing carried out by the Audit & Supervisory Board.
Omron has set the number of members of its Board
of Directors at seven to encourage efficient and
meaningful discussion.
In order to strengthen management oversight functions
and separate these functions from business execution,
the Company has appointed multiple outside and inde-
pendent directors, thereby ensuring that directors concur-
rently fulfilling business execution roles do not represent
a majority in the Board of Directors. In this manner, we
are improving corporate governance functionality.
To increase objectivity in management and to bolster
management oversight function of the Board of Direc-
tors, the positions of chairman of the Board of Director
and president and CEO are separated. The chairman of
the Board of Directors monitors business execution activ-
ities as a representative of the Company’s stakeholders.
Furthermore, Omron has established the Person-
nel Advisory Committee, the CEO Selection Advisory
Committee, the Compensation Advisory Committee,
and the Corporate Governance Committee, all chaired
by outside directors. In this manner, the Company is
working to increase the transparency and objectivity of
management’s decision-making process.
By incorporating the best aspects of the Companies
with Committees system, we have created a type of
hybrid corporate governance regime that we feel is the
most appropriate for the Company.
The Audit & Supervisory Board, composed of four Audit &
Supervisory Board members, audits governance practices
and monitors the everyday management activities of the
Board of Directors and other management staff as well as
the nature and operational conditions of the corporate gov-
ernance regime. The Internal Audit Division, which reports
directly to the president and CEO, periodically conducts in-
ternal audits of accounting, administration, business risks,
and compliance in each headquarters division and in each
business company as part of its internal auditing function.
Moreover, the Internal Audit Division offers specific advice
for improving business functions.
Management and Oversight Frameworks Auditing Functions
■ Corporate Governance Structure
Chairman: Chairman of the Board
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)
Board of Directors (BOD)
The BOD oversees business
activities and decides important
business matters, such as man-
agement targets and strategies.
Audit & Supervisory Board
This board oversees the corpo-
rate governance system and its
implementation and audits the
day-to-day operations of direc-
tors and other executives.
Personnel Advisory
Committee
This committee, chaired by an
outside director, sets election stan-
dards for directors and executive
officers, 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 CEOs and deliberates on
the selection of the new presi-
dent and CEO for the upcoming
term and on preparing contin-
gency succession plans.

These committees include: Corporate Ethics & Risk Management Committee, Information Disclosure Executive Committee, Group Environment Activity Committee, etc.
Compensation Advisory
Committee
This committee, chaired by an
outside director, determines
the compensation structure for
directors and executive officers,
sets evaluation standards, and
evaluates current executives.
Corporate Governance
Committee
This committee, chaired by an
outside director, discusses mea-
sures to continuously enhance
corporate governance and in-
crease fairness and transparency
in management.
Executive Council
This council discusses and
determines important business
operation matters that are with-
in the scope of authority of the
president and CEO.
Meetings of the Board of Directors: 13
Meetings of the Audit & Supervisory Board: 13
Attendance of outside directors
at meetings of the Board of Directors: 96%
Attendance of Audit & Supervisory Board
members (independent) at meetings
of the Board of Directors: 100.0%
Attendance of Audit & Supervisory Board
members (independent) at meetings
of the Audit & Supervisory Board: 96%
■ Number of Major Meetings Held
and Rates of Attendance (Fiscal 2013)
Note: For Outside Directors and Audit & Supervisory Board members (independent)
that assumed their positions in June 2013, attendance is for meetings of the
Board of Directors and the Audit & Supervisory Board held on and after June 20,
2013.
To allow the Board of Directors to monitor business
execution as a representative of the Company’s stake-
holders, two of the seven directors are outside direc-
tors and two of the four Audit & Supervisory Board
members are outside members.
Emphasizing the independence of outside execu-
tives, Omron has formulated its own original Outside
Executive Eligibility Criteria in addition to the require-
ments under Japan’s Corporate Law.
Also, the Corporate Governance Committee takes
steps to confirm the Outside Executive Eligibility
Criteria do not pose any problem with respect to deter-
mination criteria concerning independence formulated
by the appropriate stock exchange. After obtaining a
resolution of the Board of Directors, notifications are
submitted with the appropriate stock exchange for all
outside executives as independent officers.
Appointment of Outside Executives
■ Appointments of Directors and Audit & Supervisory Board Members
Position Name
Personnel
Advisory
Committee
CEO Selection
Advisory
Committee
Compensation
Advisory
Committee
Corporate
Governance
Committee
Chairman of the Board Fumio Tateishi 
Representative Director and
President and CEO Yoshihito Yamada
Representative Director and
Executive Vice President Yoshinori Suzuki 
Director and Executive
Vice President Akio Sakumiya   
Director Koji Nitto 
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 (Independent) Eisuke Nagatomo
Audit & Supervisory Board
Member (Independent) Yoshifumi Matsumoto
 Indicates Chairperson Independent Officer
About Omron Where We’re Headed Corporate Value Initiatives Corporate Value Foundation Financial Section
68 Omron Corporation Integrated Report 2014 69