Omron 2010 Annual Report Download - page 56

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56
Chairman: Chairman of the BOD
Executive Organization
Shareholders Meeting
Group CSR Committee Corporate Internal Auditing HQ
President & CEO Selection Advisory Committee
Compensation Advisory Committee
Corporate Governance Committee
Personnel Advisory Committee
Board of Corporate Auditors Board of Directors
Board of Directors OfficeBoard of Corporate Auditors Office
Independent Auditor
President & CEO
Executive Council
Head office divisions
Business companies (Internal companies)
Board of Directors (BOD)
The BOD decides important busi-
ness matters such as company
objectives and management strate-
gies, while overseeing business
practices.
Board of Corporate Auditors
This board verifies the effective-
ness of the corporate governance
system and its implementation,
while also monitoring the day-to-
day operations of executives
including directors. The board con-
sists of four corporate auditors,
three of whom are outside auditors.
Personnel Advisory Committee
This committee, chaired by an
outside director, sets election
standards for directors, corporate
auditors, and executive officers,
selects candidates, and evaluates
current executives.
Compensation Advisory
Committee
Chaired by an external director, this
committee determines the compen-
sation structure for directors,
corporate auditors, and executive
officers, sets evaluation standards,
and evaluates current executives.
Corporate Governance
Committee
Chaired by an outside director, this
committee discusses measures to
continuously enhance corporate gov-
ernance and increase fairness and
transparency in management.
President & CEO Selection
Advisory Committee
Chaired by an external director, this
committee, dedicated to nomination
of Presidents, deliberates on selec-
tion of the new President for the
next term and a succession plan in
preparation for a contingency.
Executive Council
This council determines and reviews
important business operation mat-
ters that are within the scope of
authority of the President.
Corporate Governance Structure
Corporate Governance, Compliance, and Risk Management
Principles when talking to people within the Company. I
believe that the Omron Principles serve as a lighthouse that
illuminates and steers the operations of the Group on their
correct course day and night, 24 hours a day, 365 days a year.
When thinking of the further enhancement of corpo-
rate governance, a major requirement should be that it
leads to the improvement of the Company’s global com-
petitiveness. We operate with a Board of Corporate
Auditors, and since the separation of management over-
sight and business execution in fiscal 2003, the Executive
Council has decided important business matters. This has
increased the speed at which we can respond to changes
in the global environment.
With respect to management policy and strategy, we
value the monitoring function of outside directors when it
comes to ensuring that the common sense of the Company
does not go against the common sense of society at large.
For this reason, we adopt Group-wide management with
the aim of improving global competitiveness while having
the outside directors monitor the formulation of each medi-
um-term management plan and the formulation and
implementation of management strategies, in addition to
participating in discussions on the Company’s long-term
management vision. Even here, the philosophy behind the
Omron Principles exerts a considerable underlying influence.