Omron 2016 Annual Report Download - page 75

Download and view the complete annual report

Please find page 75 of the 2016 Omron annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 102

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102

The Company conducts analysis and evaluation
on the effectiveness of the Board of Directors
so that the members of the Board will enhance
the function and the effectiveness of the Board
Evaluation on the effectiveness of the Board of
Directors is conducted mainly by the Corporate
Governance Committee chaired by a director
(independent) and comprising directors
(independent) and Audit & Supervisory Board
members (independent).
　As an initial process in evaluating the
effectiveness of the Board of Directors, all
directors comprising the Board of Directors and
Audit & Supervisory Board members were asked
to complete an anonymous self-evaluation
to realize the sustained improvements in
corporate value by recognizing, sharing, and
improving the direction to be taken by the Board
and the issues arising from such direction.
questionnaire. The Corporate Governance
Committee analyzed the contents of the self-
evaluation, sorted out the issues and reported
the results of evaluating the effectiveness of the
Board of Directors to the Board of Directors.
　The Board of Directors verified the evaluation
results, discussed measures to enhance the
effectiveness of the Board and formulated the
Board’
s operating policy for the following fiscal
year.
Financial Incentives for Directors and Audit & Supervisory Board
Members
Evaluating the Effectiveness of the Board of Directors
The Company established the Compensation
Advisory Committee to enhance objectivity and
transparency related to director remuneration*. This
committee is chaired by an outside director and
consists of five directors, none of whom can be the
Company’
s chairman or president.
　The Compensation Advisory Committee conducts
deliberations and makes recommendations regarding
director compensation. These recommendations are
presented before the annual general meeting of
shareholders, where shareholders vote on the total
amount of compensation for members of the Board
of Directors. The Company’
s Board of Directors then
determines director compensation within the scope
set by the shareholders.
　The Company has introduced medium-term
performance-linked bonuses and performance-linked
stock acquisition rights in an effort to give directors
incentives to achieve medium-term management
targets and to strengthen governance over
compensation.
　Under this structure, the governance system for
director compensation incorporates three
components: (1) base salary; (2) yearly
performance-linked bonuses; and (3) medium-term
performance-linked bonuses, stock compensation,
and performance-linked stock acquisition rights.
With this compensation structure, the Company
aims to motivate directors to achieve short-,
medium-, and long-term targets and to generate
sustainable corporate value.
　Total compensation for members of the Audit &
Supervisory Board is determined by a vote at the
annual general meeting of shareholders. The
members of the Audit & Supervisory Board then
consult and determine their compensation within
the scope set by the shareholders.
Method for Evaluating the Effectiveness of the Board of Directors
* Compensation of Directors and Audit & Supervisory Board Members
　http://www.omron.com/about/ir/shareholder/pdfs/convocation_notice_79th.pdf
　（ Convocation Notice for The 79th Ordinary General Meeting of Shareholders P34-36）
Integrated Report 2016 73
Where We
re HeadedAbout Omron Corporate Value Initiatives Corporate Value Foundation Financial SectionCorporate Value Foundation