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Management Team

Executive Appointments

OMRON has set up the Personnel Advisory Committee for the purpose of bolstering the management oversight function of the Board of Directors by enhancing transparency and objectivity in the decision-making process regarding nomination of candidates for directors, Audit & Supervisory Board members, and executive officers.
The Personnel Advisory Committee deliberates and sets criteria for the selection of directors, Audit & Supervisory Board members, and executive officers. In response to a consultation request from the chairperson of the Board of Directors, the Personnel Advisory Committee deliberates on and makes recommendations regarding candidates for directors in accordance with the selection criteria. Reflecting the committee's recommendations, the Board of Directors determines candidates for directors to be submitted to the General Meeting of Shareholders for approval.

The Personnel Advisory Committee also deliberates on and makes recommendations regarding candidates for the Audit & Supervisory Board members in accordance with the selection criteria, in response to a consultation request from the chairman of the Board of Directors, who has been entrusted by the Audit & Supervisory Board. Reflecting the committee's recommendations, the Board of Directors determines candidates for the Audit & Supervisory Board members to be submitted to the General Meeting of Shareholders for approval, after having received the consent of the Audit & Supervisory Board. As for executive officers, the Personnel Advisory Committee deliberates on and makes recommendations regarding candidates in accordance with the selection criteria, in response to the CEO's consultation request. Reflecting the committee's recommendations, the Board of Directors determines executive officers.

Reason for selecting as Independent Outside Directors and Attendance at the Board of Directors meetings

Name Reason for selecting as Independent Outside Directors Attendance at the Board of Directors meetings during fiscal 2017
Eizo Kobayashi Having served in management positions at a global company, Mr. Eizo Kobayashi has experience in proactive business development in a wide range of fields along with superior insight into management and appropriately supervises the corporate management as a Director (Independent). In addition, Mr. Kobayashi shares his experience and insight as a management expert, and actively comments as Chairman of the Personnel Advisory Committee, CEO Selection Advisory Committee and Corporate Governance Committee and as a member of the Compensation Advisory Committee to contribute to increasing transparency and fairness in the management of the Company.
Based on these factors, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director (Independent).
(The lead independent outside director assumes the position of chair of the Corporate Governance Committee.)
11/13(84.6%)
Kuniko Nishikawa Ms. Kuniko Nishikawa has abundant international experience, and, having started her own company after experience in a global management consulting firm and management of a medical staffing company, she has a diverse track record of management achievements and superior insight and appropriately supervises corporate management as a Director (Independent). In addition, Ms. Nishikawa shares her experience and insight as management expert, and actively comments as Chairman of the Compensation Advisory Committee, Vice Chairman of the Corporate Governance Committee, and as a member of the Personnel Advisory Committee and CEO Selection Advisory Committee to contribute to increasing transparency and fairness in the management of the Company.
Based on these factors, the Company believes that she is a suitable person for achieving sustained improvements in corporate value and therefore requests her reelection as a Director (Independent).
13/13(100%)
Takehiro Kamigama Having served at a global company as a top executive, Mr. Takehiro Kamigama has a considerable track record of management achievements and superior insight, and appropriately supervises corporate management as a Director (Independent). In addition, Mr. Kamigama shares his experience and insight as management expert, and actively comments as a member of the Personnel Advisory Committee, CEO Selection Advisory Committee, Compensation Advisory Committee and Corporate Governance Committee to contribute to increasing transparency and fairness in the management of the Company.
Based on these factors, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director (Independent).
10/10(100%)

Reason for selecting as Audit & Supervisory Board Member (Independent) and Attendance at the Board of Directors meetings/Audit & Supervisory Board meetings

Name Reason for selecting as Audit & Supervisory Board Member(Independent) Attendance at the Board of Directors meetings/Audit & Supervisory Board meetings during fiscal 2017:
Hideyo Uchiyama Having served as a top executive for an auditing firm and for the Asia Pacific region of an international accounting firm, Mr. Hideyo Uchiyama has abundant experience and superior insight. Furthermore, he has years of working experience as a certified public accountant in an auditing firm and considerable knowledge regarding finance and accounting. Although he has not been involved directly in corporate management, based on these accomplishments and considerable amount of experience, the Company believes that he is a suitable person for an Audit & Supervisory Board Member and therefore requests his election as an Audit & Supervisory Board Member (Independent) . Board of Directors meetings
13/13(100%)
Audit & Supervisory Board meetings
13/13(100%)
Tadashi Kunihiro Mr. Tadashi Kunihiro is an attorney specializing primarily in the Companies Act, Financial Instruments and Exchange Law, and Antimonopoly Act. He is also familiar with development of corporate crisis management and risk management systems and held prominent positions including as advisor to the Cabinet Office and the Consumer Affairs Agency. The Company expects Mr. Kunihiro to utilize his legal expertise for auditing of the Company and request his election as a new Audit & Supervisory Board Member (Independent). Board of Directors meetings
10/10(100%)
Audit & Supervisory Board meetings
10/10(100%)

Independence Requirements for Outside Directors and Audit & Supervisory Board Members (Independent)

In addition to the requirements of Japan's Companies Act, the Company has formulated its own ‘Independence Requirements for Outside Directors and Audit & Supervisory Board Members' and as we select all outside executives using these requirements as our standard, we judge them to be sufficiently independent, and register all of our outside executives as ‘independent directors and Audit & Supervisory Board Members.' When deciding on our ‘Independence Requirements for Outside Directors and Audit & Supervisory Board Members,' we first consult with our Corporate Governance Committee (which is composed of outside executives) and confirm that these requirements are appropriate as independence criteria for outside executives before they are deliberated on and resolved by the Board of Directors.

Independence Requirements for Outside Directors and Audit & Supervisory Board Members (Independent)

To be considered for the position of outside executive, candidates themselves and/or the company/companies and/or organization/s they belong to must not:

  1. Presently assume the role of director (excluding outside director), audit & supervisory board member (excluding outside audit & supervisory board member), executive officer and/or employee of the OMRON Group (Note), or have assumed any of these roles in the past.
  2. Have been a principal shareholder* of the OMRON Group, or assumed the role of director, auditor, executive officer and/or employee of any legal entity that is a principal shareholder of the OMRON Group or any legal entity for which the OMRON Group is a principal shareholder, in any fiscal year of the past five years.

    * A "principal shareholder" means a company, etc. holding shares that provide 10% or more of total voting rights.

  3. Be a director, auditor, executive officer and/or employee of any principal partner or suppler* of the OMRON Group.

    * A "principal partner or supplier" means a company whose payments to the OMRON Group or payments received from the OMRON Group in the current or any of the past three fiscal years represent 2% or more of the consolidated net sales of either the OMRON Group or the partner/supplier company (this also includes its parent company and important subsidiaries and affiliates).

  4. Be a director, auditor, executive officer and/or employee of any company or organization that receives a large amount of donations* from the OMRON Group.

    * A "large amount of donations" means yearly donations in excess of ¥10 million or 2% of the consolidated net sales or total revenue of the recipient entity, whichever is larger, on average for the past three fiscal years.

  5. Have directors, auditors, and/or executive officers who are mutually dispatched between the candidate's company/organization and the OMRON Group.
  6. Have assumed the role of representative, employee, partner or other staff member of an accounting auditor for the OMRON Group in any fiscal year of the past five years.
  7. Be an attorney, certified public accountant, consultant or other agent who receives a large amount of monetary consideration* and/or other property from the OMRON Group, besides the compensation for directors and audit & supervisory board members.

    * A "large amount of monetary consideration" means a yearly consideration amounting to ¥10 million or more for individuals, and in the case of an organization, a yearly consideration that represents 2% or more of the consolidated net sales of the relevant organization, on average for the past three fiscal years.

  8. Be a spouse, a relative within two degrees of kinship, a relative living together or a relative who shares living expenses with any of the following individuals:

    (1) A director, audit & supervisory board member, executive officer and/or core employee* of the OMRON Group.

    (2) An individual who assumed the role of director, audit & supervisory board member, executive officer and/or core employee of the OMRON Group in any fiscal year of the past five years.

    (3) An individual who is not qualified for outside directors and audit & supervisory board members in the above-mentioned items 2-7.

    * A "core employee" means an employee holding the position of senior general manager or higher.

  9. Hold a position or condition that would bring the independence of the candidate into doubt when performing the duties of an outside director or audit & supervisory board member.

Note: The above-mentioned "the OMRON Group" refers to OMRON Corporation and its subsidiaries and affiliates.

Outside executives shall continue to comply with the above-mentioned independence requirements after they are appointed as outside directors or Audit & Supervisory Board Members. If they were assigned a major managerial position, their independence shall be verified according to the independence criteria herein at the Personnel Advisory Committee.

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