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.
| Name | Reason for selecting as Independent Outside Directors | Attendance at Board of Directors meetings during fiscal 2024 |
|---|---|---|
| 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 SF2030 and accomplishing Structural Reform Program NEXT2025. 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. | 12/12(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 SF2030 and accomplishing Structural Reform Program NEXT2025. In addition, Ms. Kobayashi shares her experience and insight as management expert, and actively comments as Chairman of the Personnel Advisory Committee, and as a member of the CEO Selection Advisory Committee, Corporate Governance 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. | 11/12(91.7%) |
| 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 SF2030 and accomplishing Structural Reform Program NEXT2025. 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. | 12/12(100%) |
| Name | Reason for selecting as Outside Audit & Supervisory Board Member | Attendance at Board of Directors meetings/Audit & Supervisory Board meetings during fiscal 2024 |
|---|---|---|
| Mr. Hiroshi Miura | Mr. Hiroshi Miura has years of international work experience both in Japan and overseas as a certified public accountant at auditing firms and has considerable knowledge regarding finance and accounting. He has expertise in international accounting standards, such as IFRS, and superior insight into governance and risk 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 9/9(100%) Audit & Supervisory Board meetings 9/9(100%) |
| Ms. Yumiko Ichige | Ms. Yumiko Ichige started out her career as a corporate attorney and possesses highly specialized expertise and work experience in the fields of corporate governance, including group governance, compliance, diversity, and intellectual property, which she gained through her experience as a lawyer. She has served as Outside Director and Outside Audit & Supervisory Board Member at multiple entities, including listed companies, and has served in various important positions at a bar association, a federation of bar associations, and public-interest corporations in the past. Based on these achievements and extensive experience, the Company expects that she is a suitable person for an Audit & Supervisory Board Member and has therefore selected her as an Outside Audit & Supervisory Board Member. | Board of Directors meetings -/-(-) Audit & Supervisory Board meetings -/-(-) |
(Note) Mr. Hiroshi Miura was newly elected as an Audit & Supervisory Board Member at the 87th Ordinary General Meeting of Shareholders held on June 20, 2024, and assumed office thereafter, his attendance at the Board of Directors meetings and the Audit & Supervisory Board meetings indicates the Board of Directors meetings and the Audit & Supervisory Board meetings held on and after June 20, 2024.
In addition, Ms. Yumiko Ichige was newly elected as an Audit & Supervisory Board Member at the 88th Ordinary General Meeting of Shareholders held on June 24, 2025.
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 Board of Directors.
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:
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.