Omron 2015 Annual Report Download - page 35

■ Advisory Committee Composition
Title Name Personnel
Advisory
Committee
CEO Selection
Advisory
Committee
Compensation
Advisory
Committee
Corporate
Governance
Committee
Chairman Fumio Tateishi □
President and CEO Yoshihito Yamada
Executive Vice President and CFO Yoshinori Suzuki □
Executive Vice President Akio Sakumiya ○○○
Director Koji Nitto □
Outside Director Kazuhiko Toyama†◎ ◎ □ ◎
Outside Director Eizo Kobayashi†□ □ ◎ ○
Outside Director Kuniko Nishikawa†□ □ □ □
Audit & Supervisory Board Member Kiichiro Kondo
Audit & Supervisory Board Member Tokio Kawashima
Audit & Supervisory Board Member (Independent) Eisuke Nagatomo†□
Audit & Supervisory Board Member (Independent) Yoshifumi Matsumoto†□
Note: ◎Committee Chair ○Committee Vice-Chair □Committee Member
†Independent Officer
■ Corporate Governance Structure
Executive Organization
Chair: Chairman of the Board
Shareholders’ Meeting
CSR-Related Committees*Internal Audit Division
Audit & Supervisory Board
Board of Directors
Board of Directors Office
Audit & Supervisory Board Office
Accounting Auditor
President & CEO
Head Office Divisions Businesses Companies
Executive Council
Corporate Governance Committee
CEO Selection Advisory Committee
Compensation Advisory Committee
Personnel Advisory Committee
Board of Directors
Makes decisions related to perfor-
mance targets and strategies; over-
sees the execution of business op-
erations.
Audit & Supervisory Board
Oversees corporate governance
structure and execution business
operations; conducts audits of day-
to-day business activities, including
those performed by directors.
Personnel Advisory Committee
Sets standards and policies related to
selecting and hiring directors, Audit &
Supervisory Board members, and
executive officers; selects candidates
and evaluates performance of current
directors and executive officers.
CEO Selection Advisory Committee
Deliberates and nominates candi-
dates for corporate president &
CEO; deliberates succession candi-
dates in the event of an emergency.
*
Includes Corporate Ethics & Risk Management Committee, Information Disclosure Executive Committee, and Group Environment Activity Committee
Compensation Advisory Committee
Sets policies for director and execu-
tive officer compensation; evaluates
compensation levels, deliberates
specific compensation packages.
Corporate Governance Committee
Oversees ongoing corporate gover-
nance improvement; deliberates
policies to advance management
transparency and fairness.
Executive Council
Deliberates and makes decisions
regarding important operational
matters within the scope of the au-
thority of the president and CEO.
The Audit & Supervisory Board performs compliance
and validity audits related to director performance
and Board of Director supervisory duties. The Audit &
Supervisory Board works to provide a basis ensuring
the practicability of these audits.
The Global Internal Auditing HQ, which reports
directly to the president and CEO, periodically
Audit Functions
conducts internal audits of accounting,
administration, business risks, and compliance
in each headquarters division and business
company. Internal audits are more than just a tool
to confirm compliance; they are also a valuable
means for providing feedback and advice for
operational improvement.
Meetings of the Board of Directors: 13
Meetings of the Audit & Supervisory Board: 13
Outside Director attendance at board of director meetings: 92.3%
Outside Audit & Supervisory Board member attendance at
board of director meetings: 100%
Outside Audit & Supervisory Board member
attendance at Audit & Supervisory Board meetings: 100%
■ Number of Major Meetings Held and Rates of
Attendance (Fiscal 2014)
The Omron Board of Directors nominates and
selects outside directors and outside Audit &
Supervisory Board members as a means to
oversee business operations as a representative
of Omron shareholders and stakeholders.
Outside directors are selected based on
predefined standards of independence.
In addition to the requirements under the
Companies Act, Omron has established other
rules for governing the independence of outside
directors in compliance with independence
standards set by the relevant stock exchanges.
Based on these standard of independence,
three of Omron’s eight members of the Board of
Selection of Outside Directors and Auditors
Directors are outside directors, and two of the
four members of the Audit & Supervisory Board
are likewise outside members. Omron has
submitted filings to the relevant stock
exchanges designating these individuals as
outside independent directors.
Omron has elected to be a company with an
Audit & Supervisory Board under the provisions of
the Companies Act. The Omron Board of
Directors is made up of eight members to ensure
substantive discussion and deliberation about
important corporate matters. Omron has also
separated the management oversight and
business execution functions with the company,
creating a system whereby the majority of board
directors are not engaged directly in business
operations. We have also adopted a policy setting
the ratio of outside directors to at least one third
of the total number of directors on the Board.
To increase objectivity on behalf of the Board of
Directors, the titles and roles of Chairman of the
Board and President (CEO) are separated. The
Chairman serves as chair of the Board of
Directors, without direct corporate
representational authority.
Omron has established several advisory
Corporate Governance Framework
committees to assist the Board of Directors.
These committees include the Personnel
Advisory Committee, the CEO Selection Advisory
Committee, the Compensation Advisory
Committee, and the Corporate Governance
Committee. The Personnel Advisory Committee,
the CEO Selection Advisory Committee, and
the Compensation Advisory Committee are all
chaired by outside directors, with at least half of
the committee members being outside directors.
The chair and members of the Corporate
Governance Committee are outside directors
and outside corporate auditors, which offers yet
another layer of transparency and objectivity onto
its decision-making process.
In these policies, we have created a hybrid
governance framework, combining the best
features of a Company with an Audit &
Supervisory Board and a Company with a
Nominating Committee.
About Omron Where We’re Headed Corporate Value Initiatives Corporate Value Foundation Financial Section
Integrated Report 2015 67
66 OMRON Corporation