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