Omron 2007 Annual Report Download - page 38

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ment, promotion, and compensation of all officers (directors,
auditors, and managing officers), we maintain objectivity and
transparency through the Personnel Advisory Committee and
the Compensation Advisory Committee within the Board of
Directors and by having our two outside directors chair each
of the committees. These committees are the venue for
addressing personnel and compensation matters relating to all
officers, without the presence of the Chairman of the Board
and the President & CEO.
• Auditing Functions
The Board of Corporate Auditors, consisting of four audi-
tors (including three outside corporate auditors), monitors gov-
ernance and management conditions as well as the daily activ-
ities of the Board of Directors and other management. Also,
in undertaking its internal auditing function, the Audit Office,
which functions directly under the President & CEO, periodically
conducts internal audits of accounting, administration, busi-
ness risks, and compliance in each headquarters division and in
each division company. In addition to its auditing functions, the
Audit Office also offers specific advice on ways of improving
administrative functions.
Main Activities of Outside Directors
The outside directors attend monthly Board meetings and
directors’ liaison meetings (arranged as forums for free dis-
cussion and sharing information on management strategies
following Board meetings), as well as technology liaison meet-
ings for narrowing down specific technical themes. They provide
appropriate advice and recommendations as necessary. Serving
as chairman of the Personnel Advisory Committee, the
Compensation Advisory Committee, and the President & CEO
Selection Advisory Committee, the outside directors also con-
tribute to the soundness of management.
In accordance with the selection standards for outside
directors, Mr. Noriyuki Inoue and Mr. Kazuhiko Toyama have
been appointed as Omron’s two outside directors. Mr. Inoue
has been selected for his extensive experience in corporate
management and broad insight while Mr. Toyama has been
selected as a management specialist on the basis of his long
years of experience in the management of several companies.
Omron looks forward to benefiting from the experience and
wisdom of the two outside directors in the management of
the company.
For the fourth consecutive year, Omron has set a record in perform-
ance. This is proof of the high regard Omron’s customers have for its
superb expertise in technology. It is also an achievement made possible
through growth resulting from Omron’s ambitious M&A strategies and
a broadening of the company’s business domain. As a person involved
in corporate management at the top-level, I am committed to working
tirelessly for our shareholders and investors by considering what they
expect of Omron in light of my own experience. At a time when there
are strong demands placed on CSR management, I understand that it is my duty to engage
in management keeping in mind our stakeholders including our shareholders and investors
and to provide advice and monitoring for Omron’s management team from an independent
perspective. In this capacity, I am determined to fulfill my responsibilities as an outside
director with the aim of improving shareholder value.
Noriyuki Inoue
March 1957
February 1979
February 1985
June 1989
June 1994
May 1995
June 1996
June 2002
June 2003
Personal History
Joined Daikin Industries, Ltd.
Appointed Director, Daikin Industries, Ltd.
Appointed Managing Director, Daikin Industries, Ltd.
Appointed Senior Managing Director, Daikin Industries, Ltd.
Appointed President and Representative Director, Daikin
Industries, Ltd.
Appointed President and Representative Chairman of the
Board, Daikin Industries, Ltd.
Appointed President and Representative Director, Daikin
Industries, Ltd.
Appointed CEO and Representative Chairman, Daikin
Industries, Ltd. (current position)
Appointed Director, OMRON Corporation (current posi-
tion)
The true purpose of governance is to improve intrinsic corporate value,
in other words, to make a company consistently well-regarded by socie-
ty over a long period of time, thereby maintaining and increasing the
earnings of the company’s business. As a COO of the Industrial
Revitalization Corporation of Japan over the past four years, I have
engaged directly in corporate revitalization as an authority in corporate
governance. I also had first hand experience working with the Kanebo
affair*. That experience made me again realize that corporate gover-
nance in Japan - and the world for that matter - had come to a turning point in many respects.
It is clear that governance can no longer be seen simply as an extension of the authority of
shareholders or a refuge of mutual checking within a village society; these are no longer
accepted as answers. Many excellent companies in advanced countries including Japan
today are those which promote the concentration of knowledge and establish their compet-
itive superiority on the basis of human capital and knowledge capital. I see Omron as a com-
pany in that category and think that it should remain that way in the future. In that context, I
think we must consider how governance at Omron should be. Keeping this fundamental
issue in mind, I am determined to devote my energy and efforts to contributing to Omron as
a director involved in corporate governance to enhance the true corporate value of Omron. In
these efforts, I would like to ask for the support of Omron’s stakeholders.
Kazuhiko Toyama
*Kanebo affair: an accounting scandal at Kanebo, a maker of cosmetics and other products, after which
the Industrial Revitalization Corporation of Japan became involved in the company’s revitalization
April 1985 Joined The Boston Consulting Group K.K.
March 1986 Resigned from The Boston Consulting Group K.K.
April 1986 Established Corporate Directions, Inc.
March 1993 Appointed Director, Corporate Directions, Inc.
April 2000 Appointed Executive Managing Director, Corporate
Directions, Inc.
April 2001 Appointed President and Representative Director of
Corporate Directions, Inc.
March 2003 Resigned from Corporate Directions, Inc.
April 2003 Appointed Executive Managing Director and COO,
Industrial Revitalization Corporation of Japan
March 2007 Industrial Revitalization Corporation of Japan is dissolved
April 2007 Appointed CEO & Representative Director, Industrial
Growth Platform, Inc. (current position)
June 2007 Appointed Director, OMRON Corporation (current position)
Personal History
Comments from Outside Directors