Omron 2005 Annual Report Download - page 33

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the president of each company are members of this com-
mittee, and they report on corporate ethics efforts for their
respective organizations in accordance with Omron’s cor-
porate ethics and conduct framework and on the status of
response to each risk. Moreover, the Corporate Ethics &
Business Conduct Committee has established a whistle-
blower hotline called “Corporate Ethics Hotline” at its
offices within the Corporate General Affairs Division and is
preparing a system for receiving reports directly from
employees and their families. Furthermore, based on the
results of risk analysis across the Omron Group as a whole,
the Earthquake Risk Expert Committee has been created to
respond to risks characterized by substantial urgency and
importance, and the Information Risk Expert Committee
has been established to thoroughly control and safeguard
confidential information and customer and personal infor-
mation.
Structure of Omron Corporate Governance
Board of
Auditors
Board of
Auditors
Office
Personnel
Advisory
Committee
Auditing
Firm
Compensation
Advisory
Committee
President
& CEO
Executive Organization
Executive
Council
Audit Office
CSR
Management
Headquarters
Corporate
Ethics
& Conduct
Committee
Corporate
Environmental
Activity
Committee
Board of
Directors
Shareholders
General
Meeting
Board of Directors This Board monitors executive operations (President and
Chief Executive Officer) and decides important business practices and strategies
for matters such as company objectives and management strategy. The Board is
chaired by the Chairman of the Board of Directors, who monitors executive activi-
ties and represents stakeholders who do not hold executive positions.
Board of Auditors This Board consists of four auditors, of whom three are
outside auditors. The Board checks expected governance and management
conditions, and it monitors daily activities of management, including the
Board of Directors.
Personnel Advisory Committee This Committee, formed of outside directors,
receives guidance from the Chairman of the Board of Directors and from the
President, sets election standards for the Board of Directors, Board of auditors
and executive officers, selects candidates, and evaluates current officers.
Compensation Advisory Committee This Committee, which consists of
outside directors, receives guidance from the Chairman of the Board of
Directors and from the President, decides the compensation structure for
the Board of Directors, board of auditors and executive officers, sets evalua-
tion standards, and evaluates current officers.
Executive Council This Council determines and reviews important executive
matters that are within the scope of authority of the President. Under the inter-
nal company system, decision-making is streamlined and operations made
more efficient by transferring authority to the presidents of each company.
Audit Office This Office periodically conducts internal audits of accounting,
administration, business risks, and compliance for each headquarters divi-
sion and each company, and it offers concrete advice for monitoring and
administrative improvement.
Efforts Made in Fiscal 2004
•“Corporate Ethics Hotlines” were established at a non-
company location (an attorney’s office), and in North
America.
•In addition to the Group “Corporate Ethics Action Guide-
lines” for Japan, North America, Europe, China, an edition
for Asia-Pacific was also prepared, and additional training
was provided for domestic employees and managers at
companies overseas.
•As part of Corporate Ethics Month in October 2004,
employees worldwide were given a “Corporate Ethics
Card.”
RISK MANAGEMENT STRUCTURE
Our Group is improving its risk management system as it
believes that all risk arising from business operations must
be accurately assessed and controlled in order to appropri-
ately manage operations, continue stable growth, and
secure the required level of management resources. To this
end, Omron is firmly establishing risk management systems
for detecting, analyzing, countering, and monitoring risk in
each division and internal company. Moreover, the Corpo-
rate General Affairs Division is responsible for risk
management oversight functions, and Omron is improving
and promoting its risk management system and working to
understand and control risk throughout the Group.