Omron 2016 Annual Report Download - page 73

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Corporate Governance Framework
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 separated the management
oversight and business execution functions within
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
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.
Corporate Governance Structure
Executive Organization
Chair: Chairman of the Board
Shareholders’ Meeting
Board of Directors
Board of Directors Office
Audit & Supervisory Board
Audit & Supervisory Board Office
Accounting Auditor
President & CEO
CSR-Related Committees*Internal Audit Division
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 ex-
ecutive officers; selects candidates and
evaluates performance of current direc-
tors and executive officers.
CEO Selection Advisory Committee
Deliberates and nominates candi-
dates for corporate president & CEO;
deliberates succession candidates 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 pol-
icies to advance management trans-
parency and fairness.
Executive Council
Deliberates and makes decisions re-
garding important operational mat-
ters within the scope of the authority
of the president and CEO.
Integrated Report 2016 71
Where We
re HeadedAbout Omron Corporate Value Initiatives Corporate Value Foundation Financial SectionCorporate Value Foundation