Management Team
OMRON Management Team
Executive Appointments
OMRON has set up Personnel Advisory Committee for the purpose of bolstering the management oversight function of Board of Directors by enhancing the transparency, objectivity, and timeliness in the decision-making process regarding nomination of candidates for directors, Audit & Supervisory Board members, and executive officers.
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 Board of Directors, Personnel Advisory Committee deliberates on and makes recommendations regarding candidates for directors in accordance with the selection criteria. Reflecting the committee's recommendations, Board of Directors determines candidates for directors to be submitted to the General Meeting of Shareholders for approval.
Personnel Advisory Committee also deliberates on and makes recommendations regarding candidates for Audit & Supervisory Board members in accordance with the selection criteria, in response to a consultation request from the chairman of Board of Directors, who has been entrusted by Audit & Supervisory Board. Reflecting the committee's recommendations, Board of Directors determines candidates for Audit & Supervisory Board members to be submitted to the General Meeting of Shareholders for approval, after having received the consent of Audit & Supervisory Board. As for senior executive officers, 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, Board of Directors determines senior executive officers.
Reason for selecting as Independent Outside Directors and Attendance at Board of Directors meetings
| Name | Reason for selecting as Independent Outside Directors | Attendance at Board of Directors meetings during fiscal 2022 |
|---|---|---|
| Mr. Takehiro Kamigama | Having served in management positions at a global company, Outside Director Takehiro Kamigama has a considerable track record of management achievements and superior insight into innovation, technology, DX and IT, and appropriately supervises corporate management as an Outside Director with an aim of realizing the long-term vision 窶彜F2030窶 and the medium-term management plan 窶彜F 1st Stage.窶 In addition, Mr. Kamigama shares his experience and insight as management expert, and actively comments as Chairman of the CEO Selection Advisory Committee, Compensation Advisory Committee, and Corporate Governance Committee, and as a member of the Personnel Advisory Committee to contribute to increasing transparency and fairness in the management of the Company. Based on these factors, the Company expects that he will be a suitable person for supervising management for sustained improvements in corporate value and has therefore selected him as an Outside Director. | 14/14(100%) |
| Ms. Izumi Kobayashi | Outside Director Izumi Kobayashi has abundant experience and international insight cultivated through her service as a representative for private financial institutions and an international development financial institution. Furthermore, she has expertise in sustainability, ESG and diversity, and appropriately supervises corporate management as an Outside Director with an aim of realizing the long-term vision 窶彜F2030窶 and the medium-term management plan 窶彜F 1st Stage.窶 In addition, Ms. Kobayashi shares her experience and insight as management expert, and actively comments as Chairman of the Personnel Advisory Committee, as Vice Chairman of the Corporate Governance Committee, and as a member of the CEO Selection Advisory Committee and Compensation Advisory Committee to contribute to increasing transparency and fairness in the management of the Company. Based on these factors, the Company expects that she will be a suitable person for supervising management for sustained improvements in corporate value and has therefore selected her as an Outside Director. | 14/14(100%) |
| Mr. Yoshihisa Suzuki | Having served in management positions at a global general trading company, Outside Director Yoshihisa Suzuki has a considerable track record of international management achievements and superior insight into innovation, technology, DX and IT, and appropriately supervises corporate management as an Outside Director with an aim of realizing the long-term vision 窶彜F2030窶 and the medium-term management plan 窶彜F 1st Stage.窶 In addition, Mr. Suzuki shares his experience and insight as management expert, and actively comments as a member of the CEO Selection Advisory Committee, Personnel 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 expects that he will be a suitable person for supervising management for sustained improvements in corporate value and has therefore selected him as an Outside Director. | 11/11(100%) |
(Note) As Mr. Yoshihisa Suzuki was newly elected as a Director at the 85th Ordinary General Meeting of Shareholders held on June 23, 2022, and assumed office thereafter, his attendance at the Board of Directors meetings indicates the Board of Directors meetings held on and after June 23, 2022.
Reason for selecting as Audit & Supervisory Board Member (Independent) and Attendance at Board of Directors meetings/Audit & Supervisory Board meetings
| Name | Reason for selecting as Audit & Supervisory Board Member(Independent) | Attendance at Board of Directors meetings/Audit & Supervisory Board縲meetings during fiscal 2022 |
|---|---|---|
| Mr. Hideyo Uchiyama | Outside Audit & Supervisory Board Member Hideyo Uchiyama has many years of working experience as a certified public accountant in an auditing firm and considerable knowledge regarding finance and accounting. Furthermore, as a top executive of an auditing firm and a corporate manager of a global consulting firm, he has abundant experience and superior insight. As an Outside Audit & Supervisory Board Member, he attends Board of Directors meetings and other important meetings, at which he proactively comments from the standpoint of audit on legality and appropriateness, and he duly fulfills his role of auditing the performance of duties by Directors. In addition, Mr. Uchiyama actively comments as a member of Corporate Governance Committee to contribute to increasing transparency and fairness in the Company窶冱 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 has therefore selected him as an Outside Audit & Supervisory Board Member. | Board of Directors meetings 14/14(100%) Audit & Supervisory Board meetings 13/13(100%) |
| Mr. Tadashi Kunihiro | Outside Audit & Supervisory Board Member Tadashi Kunihiro is an attorney principally specializing in corporate governance, compliance and the Companies Act. He is an expert in corporate crisis management and has been appointed to important positions including advisory roles in the Cabinet Office and the Consumer Affairs Agency. As an Outside Audit & Supervisory Board Member, he attends Board of Directors meetings and other important meetings, at which he proactively comments from the standpoint of audit on legality and appropriateness, and he duly fulfills his role of auditing the performance of duties by Directors. In addition, Mr. Kunihiro actively comments as a member of Corporate Governance Committee to contribute to increasing transparency and fairness in the Company窶冱 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 has therefore selected him as an Outside Audit & Supervisory Board Member. | Board of Directors meetings 14/14(100%) Audit & Supervisory Board meetings 13/13(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 窶露ndependence 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 窶亙ndependent directors and Audit & Supervisory Board Members.' When deciding on our 窶露ndependence 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 Board of Directors.
Independence Requirements for Outside Directors and Audit & Supervisory Board Members
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:
- 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.
- 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. - 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). - 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 ﾂ･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. - Have directors, auditors, and/or executive officers who are mutually dispatched between the candidate's company/organization and the OMRON Group.
- 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.
- 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 ﾂ･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. - 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:
- A director, audit & supervisory board member, executive officer and/or core employee* of the OMRON Group.
- 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.
- 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.
- 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 Personnel Advisory Committee.