Message from Chairperson (Outside Director) of Each Advisory Committee
Message from Chairperson (Outside Director) of Each Advisory Committee
Takehiro Kamigama
Chairperson of the CEO Selection Advisory Committee Chairperson of the Corporate Governance Committee
Since fiscal 2023, OMRON窶冱 Corporate Governance Committee has included non-executive internal Directors, enabling discussions from more diverse perspectives. In fiscal 2024, the Committee worked on initiatives to enhance the effectiveness of the Board of Directors. Notably, by clearly defining the roles of each Director, we established a foundation that can be applied to the design of future executive compensation structures and the requirements for Director appointments. In addition, our examination of the introduction of third-party evaluations serves as a cornerstone for strengthening effectiveness even further. The Committee continues to evolve as a forum for meaningful discussions that contribute to the sustainable enhancement of corporate value. Looking ahead, it will be increasingly important to deepen concrete discussions on corporate value enhancement, and to draw a clear picture of the kind of company OMRON aspires to become and the value it aims to create. The Committee remains committed to achieving OMRON窶冱 sustainable growth through the further advancement of corporate governance.
Fiscal 2024 Activities
CEO Selection Advisory Committee
Number of meetings held: 1
Deliberation on candidates for CEO
Deliberation on a CEO successor candidate in the event of a crisis in fiscal 2025
Corporate Governance Committee
Number of meetings held: 7
Discussions on the roles of each Director
Report on responses to matters pointed out by the Board of Directors
Discussions on the implementation of self-evaluations, peer evaluations, and third-party evaluations of Directors
Deliberation of evaluation of effectiveness of the Board of Directors in fiscal 2024
Discussions on the development of a fact book for the Board of Directors
Interview
Izumi Kobayashi
Chairperson of the Personnel Advisory Committee
One of the most important roles of the Personnel Advisory Committee is to identify the type of leadership OMRON needs to achieve sustainable corporate value enhancement. To this end, the Committee, led primarily by independent Outside Directors, ensures transparency and objectivity in executive appointments, while supporting optimal talent placement aligned with strategy through ongoing dialogue with management. As OMRON undergoes a transformative phase toward growth, it is particularly vital to appoint a diverse range of leaders equipped with expertise in digital transformation, the ability to keenly grasp social and industry trends, and the ability to take bold risks. With this perspective, the Committee has been engaging in extensive discussions aimed at strengthening oversight functions and establishing the most effective management structure. The Committee remains committed to supporting OMRON窶冱 sustainable growth through continually pursuing the optimal structure for the company.
Fiscal 2024 Activities
Personnel Advisory Committee
Number of meetings held: 6
Deliberations on the appointment and dismissal of Senior Executive Officers and reports on the appointment of Executive Officers
Deliberation on Director candidates, Audit & Supervisory Board Member candidates, and Executive Officer candidates
Reporting on succession planning for management executives
Reporting on the list of candidates for Outside Director and Outside Audit & Supervisory Board Member
Deliberation on the members of Advisory Committees
Interview
Yoshihisa Suzuki
Chairperson of the Compensation Advisory Committee
The Compensation Advisory Committee aims to maximize corporate value by 窶徘roviding strong incentives to Directors and Executive Officers, who put the corporate philosophy into practice, thereby realizing the long-term vision, and contributing to sustainable growth and medium- to long-term value enhancement.窶 It also strives to ensure the transparency and objectivity of the compensation plan, thereby fostering a deeper understanding of management among all stakeholders. The revision to the compensation plan implemented this fiscal year was made in light of the transition from structural reform to the growth phase, aimed at redesigning it into a well-balanced framework that supports both the completion of structural reforms and the acceleration of growth. Looking ahead to the launch of the next medium-term management plan, 窶彜F2030 2nd Stage,窶 we will continue to review and refine the compensation structure, ensuring that it remains responsive to the evolving business environment and governance requirements, while consistently contributing to the sustainable enhancement of corporate value.
Fiscal 2024 Activities
Compensation Advisory Committee
Number of meetings held: 7
Discussions and deliberations on the new compensation plan
Deliberation of compensation levels and tables for Directors and Executive Officers
Deliberation of compensation for foreign Executive Officers
Deliberation of evaluation criteria and payment amounts for Director bonuses and stock compensation
Reporting on evaluation criteria and payment amounts for Executive Officer bonuses and stock compensation
Deliberations on stock compensation for Directors and Executive Officers