Main Areas of Expertise and Specialization of Directors and Audit & Supervisory Board Members (Skill Matrix)

Areas of expertise and specialization (skills) required for Directors and Audit & Supervisory Board Members for the realization of the long-term vision “SF2030” are as follows.

The skill matrix of Directors and Audit & Supervisory Board Members for fiscal 2025 is as follows.

Board of Directors

■Member of the CEO Selection Advisory Committee　■Member of the Personnel Advisory Committee
■Member of the Compensation Advisory Committee　■Member of the Corporate Governance Committee
C=Chairperson　VC=Vice Chairperson

Directors

• Yoshihito Yamada

  Chairman of the Board Chair of the Board of Directors
    VC

• Junta Tsujinaga

  Representative Director

• Kiichiro Miyata

  Representative Director
   

• Masahiko Tomita

   
  

• Shizuto Yukumoto

  VC VC VC  

Outside Directors

• Takehiro Kamigama

  C     C

• Izumi Kobayashi

    C    

• Yoshihisa Suzuki

      C  

Roles and Responsibilities

The Board recognizes its fiduciary responsibility to shareholders and assumes the responsibility of sustainably improving the OMRON Group's corporate value through appropriate exercise of its authority. To fulfill the above responsibilities, the Board exercises oversight functions over the overall management in order to ensure fairness and transparency of management practices. The Board does so through election of directors, Audit & Supervisory Board members, and executive officers. It also determines compensation for directors and executive officers, and makes important operational decisions. The Board is also responsible for establishing a system to respond to cases when Audit & Supervisory Board members or external auditors have discovered fraud within the OMRON Group and demanded appropriate remedies or pointed out deficiencies or problems.

Policy regarding Composition of the Board of Directors

In order to strengthen the supervision function of the Board of Directors, at the Company, management oversight and business execution are kept separate, and a majority of the Board of Directors shall consist of Directors who are not involved with business execution. In addition, at least one-third of the Board of Directors shall consist of Outside Directors. Regarding Outside Directors and Outside Audit & Supervisory Board Members, from the perspective of ensuring their independence, they are elected in accordance with the Company’s “Independence Requirements for Outside Executives.” Based on the above, the Board of Directors shall consist of diverse members who possess the experience, specialized knowledge, and insights necessary to realize the OMRON Group’s management vision and shall ensure diversity without distinction as to gender, nationality, international experience, or age.

Policy regarding Appointment of Directors and Audit & Supervisory Board Members

Directors, Audit & Supervisory Board Members, and Executive Officers are composed of human resources with the experience, specialized knowledge and insight necessary for the realization of the management vision.
To swiftly respond to the need for global-scale growth and greater competitive strength, as well as significant changes in the business environment, the Personnel Advisory Committee shall work to ensure diversity in the Board of Directors, Audit & Supervisory Board, and among executive officers in terms including work experience, specialized knowledge, insights, gender, nationality, international experience, and age.
The experience, specialized knowledge, and insight necessary for the realization of the management vision related to Directors and Audit & Supervisory Board Members is presented in the skill matrix.

Criteria for Appointment of Outside Directors

Outside Directors are deeply involved in the CEO Selection Advisory Committee, which specializes in matters such as the appointment of the President, which is the top-priority matter in management oversight. In order to establish a highly transparent and objective system for appointing a President and CEO, Outside Directors must have management experience or equivalent experience.

Criteria for Appointment of Outside Directors

Audit & Supervisory Board Members must possess the necessary insight, high ethical standards, fairness, and integrity as an Audit & Supervisory Board Member, as well as specialized knowledge in law, finance, accounting, management, or other areas.

Composition of the Board of Directors

The composition of the Board of Directors for fiscal 2025 is as follows.

Meeting Attendance

In order to make sure that the Board of Directors effectively fulfill its roles and responsibilities, all Directors and Audit & Supervisory Board members are required to maintain the target attendance rate of 75% or higher.

The meeting attendance for fiscal 2024 is as follows.

（Note）At the conclusion of the 87th Ordinary General Meeting of Shareholders held on June 20, 2024, Mr. Hideyo Uchiyama retired from his position as Audit & Supervisory Board Member. Mr. Hiroshi Miura was also newly elected and appointed as Audit & Supervisory Board Member at the same meeting.

Status of initiatives towards improving Board of Directors' effectiveness

Overview of initiatives towards improving Board of Directors’ effectiveness

The Company ensures transparency and fairness in business management, speeds up management decisions and practices, and strives to boost the OMRON Group’s competitive edge. The ultimate objective is to achieve sustained enhancement of corporate value. To this end, the Company reinforces the supervisory functions of the Board of Directors through initiatives for improving its effectiveness.
The Company performs the evaluation of the Board of Directors’ effectiveness for the purpose of examining actual contribution made by the Board of Directors, identifying issues, devising countermeasures and promoting improvement, in order to ensure that corporate governance effectivelyfunctions. This evaluation is conducted by the Corporate Governance Committee chaired by an Outside Director and comprising Outside Directors and Outside Audit & Supervisory Board Members (hereinafter “Outside Executives”), as well as non-executive internal Directors. Outside Executives act as members of the Board of Directors while having the perspectives of all stakeholders including the shareholders. The Corporate Governance Committee, which is composed of Outside Executives and non-executive internal Directors, performs evaluations in order to ensure that evaluations are both objective and effective.Based on the evaluation results by the Corporate Governance Committee and the business environment, etc., the Board of Directors determines the policy for the operation and focus themes of the Board of Directors for the next fiscal year, and formulates and implements annual plans based on this operation policy.

Initiatives towards improving Board of Directors' effectiveness

Audit & Supervisory Board

■Member of the CEO Selection Advisory Committee　■Member of the Personnel Advisory Committee
■Member of the Compensation Advisory Committee　■Member of the Corporate Governance Committee
C=Chairperson　VC=Vice Chairperson

Audit & Supervisory Board Members

• Toshio Hosoi
• Hiroto Iwasa

Outside Audit & Supervisory Board Members

• Hiroshi Miura

   
  

• Yumiko Ichige

   
  

Roles and Responsibilities

Audit & Supervisory Board bears in mind its fiduciary responsibility to shareholders and works to secure the integrity of the OMRON Group toward sustainable enhancement of corporate value, and acts for the common interests of the shareholders. To fulfill the above-mentioned responsibility, Audit & Supervisory Board strives to develop a system to ensure effectiveness of audits conducted by each of its members. Audit & Supervisory Board works in collaboration with independent outside directors and the internal auditing department. Audit & Supervisory Board also exchanges views with independent outside directors and provides them with information acquired through auditing.

Meeting Attendance

In order to make sure that the Board of Directors effectively fulfill its roles and responsibilities, all Directors and Audit & Supervisory Board members are required to maintain the target attendance rate of 75% or higher.

The meeting attendance for fiscal 2024 is as follows.

（Note）At the conclusion of the 87th Ordinary General Meeting of Shareholders held on June 20, 2024, Hideyo Uchiyama retired from his position as Audit & Supervisory Board Member and Hiroshi Miura was newly elected and appointed as Audit & Supervisory Board Member at the same meeting.

Composition

To effectively fulfill its duties and responsibilities, Audit & Supervisory Board is composed of members with experience, specialized knowledge, and deep insight in a well-balanced manner.

Principles of Conduct for OMRON Audit & Supervisory Board Members

Audit & Supervisory Board Members shall strive for self-improvement, be trustworthy at all times, uphold high ethical standards, and conduct themselves with humility.

1. We not only conduct compliance audits (Audit 1.0) and point out deficiencies; but also conduct risk-based/internal control audits (Audit 2.0) and state our views; and conduct management issue audits (Audit 3.0) and provide advice.
2. We emphasize listening attentively, dialogue, and empathy,
   (1) Ask questions with curiosity and discuss freely and openly.
   (2) Express opinions vigorously, including harsh ones, and be persistent.
   (3) Strive for objective, fair, and impartial discussion and opinions based on data and evidence.
3. In the spirit of "throwing stones to make waves," we question conventional wisdom inside OMRON from diverse perspectives, including those of stakeholders.
   (1) Insight into the true causes and issues, not just the surface of things
   (2) An inquiring mind based on a healthy skepticism that does not accept the status quo
   (3) Assumption that there are two sides to everything (light and shade)
4. We promote behavioral changes in management that will enable future-oriented, transparent, fair, swift, and decisive decision-making.

Initiatives to increase the Audit & Supervisory Board effectiveness

1. Overview of the initiatives
   To fulfill the responsibilities entrusted by stakeholders and to achieve sustained enhancement of corporate value, the Audit & Supervisory Board conducts audits as it consistently discusses how the auditing activities should be in OMRON. While deepening compliance audits* and risk-based internal control audits,* the Audit & Supervisory Board also includes management issues within its audit scope.

   * OMRON Audit & Supervisory Board refers to compliance audits, risk-based internal control audits, and management issue audits as Audit 1.0, Audit 2.0, and Audit 3.0, respectively.

   Framework of Audit 3.0

   
2. Evaluation of the effectiveness
   (1) Cycle of Audit Activities and Evaluation of Effectiveness
   The Audit & Supervisory Board is working to enhance the effectiveness of the Audit & Supervisory Board Members by sharing and discussing management issues that each Audit & Supervisory Board member has identified through its annual activities and making recommendations to the Board of Directors. The effectiveness of these measures is evaluated at the end of the fiscal year.
   Based on the evaluation results, the Audit & Supervisory Board formulates policies, priority audit items, and audit plans for the next fiscal year. In addition to the annual securities report, the evaluation results are also actively disclosed, such as in business reports, integrated reports, and on the Company's website.
   
   
   (2) Results of the Audit & Supervisory Board's Effectiveness Evaluation
   The Audit & Supervisory Board deepened compliance audits (Audit 1.0) and risk-based internal control audits (Audit 2.0), as well as actively audited areas of management issues (Audit 3.0) to evaluate the effectiveness of its activities from a more multifaceted and objective perspective.
   The evaluation was conducted using the "Questionnaire for Audit & Supervisory Board Members," the "Evaluation Sheet for Contribution to Improving Corporate Value," and the "Audit Implementation Report for 2024." In addition, as in the previous fiscal year, the Audit & Supervisory Board Members received opinions from Directors and used them as references.
   The "Evaluation Sheet for Contribution to Improving Corporate Value" is an original initiative of the Audit & Supervisory Board, which qualitatively analyzes statements made by Audit & Supervisory Board Members and determines the degree of contribution to the improvement of corporate value through the activities of the Audit & Supervisory Board. Specifically, we confirmed whether the activities of the Audit & Supervisory Board are contributing to the enhancement of corporate value in the following five stages for priority audit items. (1) Grasp the facts and data (2) Opinion of the Audit & Supervisory Board (3) Hypothesis development by the Audit & Supervisory Board (4) Discussion and recognition sharing at the Board of Directors meetings (5) Confirmation of the status of execution.

Fiscal 2025 Advisory Committee

• CEO Selection Advisory Committee
• Personnel Advisory Committee
• Compensation Advisory Committee
• Corporate Governance Committee

CEO Selection Advisory Committee

Roles

CEO Selection Advisory Committee has been established for the purpose of bolstering the management oversight function of Board of Directors by enhancing the transparency, objectivity, and timeliness of the decision-making process regarding nomination of candidates for CEO. CEO Selection Advisory Committee that specializes in selection of the President and appoints a candidate for the President and CEO for the next fiscal year, and deliberates about CEO succession planning and contingent succession planning to take over the position in emergency situations.

Composition

CEO Selection Committee is chaired by an independent outside director, and a majority of committee members shall consist of independent outside directors. The committee comprises Directors who are not engaged in business execution.

FY24 Activities and Activity Status

Personnel Advisory Committee

Roles

Personnel Advisory Committee has been set up for the purpose of bolstering the management oversight function of Board of Directors by enhancing the transparency, objectivity, and timeliness of the decision-making process regarding nomination of candidates for directors, Audit & Supervisory Board members, and executive officers. Personnel Advisory Committee sets criteria and policies relating to the selection of Directors, Audit & Supervisory Board Members and Executive Officers. The committee also deliberates about candidates.

Composition

Personnel Advisory Committee is chaired by an independent outside director, and a majority of committee members shall consist of independent outside directors. The committee comprises directors excluding Chairman and CEO.

FY24 Activities and Activity Status

Compensation Advisory Committee

Roles

Compensation Advisory Committee has been established for the purpose of bolstering the management oversight function of Board of Directors by enhancing transparency and objectivity in determining compensation amounts for each director and executive officer. Compensation Advisory Committee deliberates about compensation levels and amounts for Directors and Executive Officers, as well as setting compensation policies and carrying out compensation assessments.

Composition

Personnel Advisory Committee is chaired by an independent outside director, and a majority of committee members shall consist of independent outside directors. The committee comprises directors excluding Chairman and CEO.

FY24 Activities and Activity Status

Corporate Governance Committee

Roles

Corporate Governance Committee has been established for the purpose of enhancing the transparency and fairness of management practices from the standpoint of all stakeholders and to continuously take steps to enhance corporate governance from a medium- to long-term perspective. Corporate Governance Committee discusses policies to continuously enhance corporate governance and to increase management transparency and fairness.

Composition

Corporate Governance Committee is to be chaired by an independent outside director, and its members to consist of independent outside directors, independent outside Audit & Supervisory Board Members, and non-executive inside directors.

FY24 Activities and Activity Status

Corporate Governance Initiatives

Since establishing the Management Personnel Advisory Committee (now Personnel Advisory Committee) in 1996, OMRON has spent more than 20 years enhancing its corporate governance system. To achieve sustainable enhancement of corporate value, the Company will continue improving its corporate governance.