Corporate Governance
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Corporate Governance System
The key objective of corporate governance in the OMRON Group is to achieve efficient and competitive management by building an optimal management structure and conducting fair and appropriate business operations. To this end, focus is placed on fulfilling management accountability, achieving management transparency and pursuing high business ethics.
Separation of business oversight and business execution
In addition to strengthening management monitoring functions, OMRON separates management oversight and business execution to quickly respond to changes in the business environment.
To facilitate business operations, OMRON has adopted an executive officer system. Aiming to strengthen operations of each business area, an internal company system was introduced, with the president of each internal business company empowered by more authority to realize quicker decision-making and more streamlined operations. OMRON also promotes commitment-based management intended to clarify roles and responsibilities. This system involves identification and sharing of goals between the President and other executive officers and each business company, and objective evaluation of achievement.
Enhancing efficiency and transparency of management practices
To increase efficiency in the Board of Directors (BOD) and promote more substantive discussions, the number of board members was reduced to seven. The President is the only director who is also tasked with business execution, as part of the company's drive to reinforce monitoring over business functions.
For more objective management practices and strengthened management oversight, positions of the Chairman of the Board and the President were separated.
Appropriate nomination and evaluation of directors
For nomination, promotion and compensation of all directors, corporate auditors and executive officers, a Personnel Advisory Committee and a Compensation Advisory Committee have been set up within the BOD. Both are chaired by an outside director and discuss personnel and compensation matters for all executives while the Chairman and the President are not present, so as to enhance the objectivity and transparency of decisions.
In December 2006, a new CEO Selection Advisory Committee was established to ensure more objective and transparent change/appointment of a new President.
Beginning in fiscal 2007, the term of directors will be shortened from two years to one, aiming to further clarify the responsibilities of the OMRON management team to shareholders and more swiftly respond to changes in the business environment.
Establishment of Information Disclosure Committee
In June 2006, to meet the increasing demand from stakeholders for more information disclosure, OMRON set forth its own information disclosure policy and standards that are stricter than the Tokyo Stock Exchange's (TSE) Timely Disclosure Rules. According to these standards, an Information Disclosure Committee chaired by the President was set up to monitor related activities for the entire OMRON Group.
Corporate Governance Structure

- Board of Directors (BOD)
- The BOD decides important business matters such as company objectives and management strategies, while overseeing the business practices of the President (CEO).
- Board of Corporate Auditors
- This board verifies the effectiveness of the corporate governance system and its implementation, while also monitoring the day-to-day operations of executives including directors. The board consists 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
- Also chaired by an outside director, this committee determines the compensation structure for directors, corporate auditors and executive officers, sets evaluation standards, and evaluates current executives.
- CEO Selection Advisory Committee
- Dedicated to nomination of the President, this committee deliberates on selection 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 matters that are within the scope of authority of the President.
- Information Disclosure Committee
- In June 2006, OMRON set forth information disclosure policy and standards that are more exacting than TSE's rules. Established in June 2006, and chaired by the President, the committee monitors information disclosure activities of the entire Group.