Corporate Governance Report I. Basic Policies For Corporate Governance .

EizoKobayashi Mr.Eizo Kobayashi meets the requirementsof the Company’s own original‘Independence Requirements for OutsideDirectors and Audit & Supervisory BoardMembers’. He is registered as anindependent director to the Tokyo StockExchange, Inc. (For more details, please seethe Independent Directors and Audit &Supervisory Board Members section belowdescribed)Mr. Eizo Kobayashi currently serves asChairman of ITOCHU Corporation. Whilethe Group has a business relationship withthe ITOCHU Group including sales ofproducts, such transactions in fiscal 2014accounted for less than 1% of theconsolidated net sales of the Group andthose of the ITOCHU Group; there isnothing questionable regarding theindependence of Mr. Kobayashi, and thereare no special interests between Mr.Kobayashi and the Company. Significant concurrent positions Chairman of ITOCHU CorporationChairman of ITOCHU FoundationChairman of Japan Foreign Trade Council,Inc.Outside Director of Nippon Venture CapitalCo., Ltd.Outside Audit & Supervisory BoardMember of Asahi Mutual LifeInsurance CompanyExternal Director of Japan Airlines Co., Ltd.(to be appointed in June2015)KunikoNishikawa Ms. Kuniko Nishikawa meets therequirements of the Company’s ownoriginal ‘Independence Requirements forOutside Directors and Audit & SupervisoryBoard Members’. He is registered as anindependent director to the Tokyo StockExchange, Inc. (For more details, please seethe Independent Directors and Audit &Supervisory Board Members section belowdescribed) Significant concurrent positions President & CEO of Firststar HealthcareCo. Ltd.President of Benesse MCM Corp.Non-Executive Director and Member of theRegional Economy Vitalization Committeeof Regional Economy VitalizationCorporation of Japan7 Reasons nominated as a candidate Having served as chairman of a globalcompany, Mr. Eizo Kobayashi hasexperience in proactive businessdevelopment in a wide range of fieldsalong with superior insight intomanagement and appropriately supervisesthe corporate management as a Director(Independent). In addition, Mr. Kobayashishares his experience and insight as amanagement expert, and activelycomments as Chairman of theCompensation Advisory Committee tocontribute to increasing transparency andfairness in the management of theCompany.Based on these factors, the Companybelieves that he is a suitable person forachieving sustained improvements incorporate value and therefore requests hisreelection as a Director (Independent). Reason for appointing as independentdirector The Personnel Advisory Committeeconfirm that he meets the IndependenceRequirements and serves for protectinggeneral shareholders' interests as anindependent director. Process for appointing as independentdirector The Company has defined theIndependence Requirements in theCorporate Governance Committee.According to the IndependenceRequirements, independent direcotrs areselected by the Board of Directors afterthe Personnel Advisory Committeeheaded by an outside director reply toinquiries from the Board of Directors. Reasons nominated as a candidate Ms. Kuniko Nishikawa has abundantinternational experience, and, havingstarted her own company after experiencein a global management consulting firmand management of a medical staffingcompany, she has a diverse track record ofmanagement achievements and superiorinsight. Based on these factors, theCompany believes that she is a suitableperson for achieving sustainedimprovements in corporate value andtherefore requests her election as aDirector (Independent). Reason for appointing as independentdirector The Personnel Advisory Committeeconfirm that he meets the IndependenceRequirements and serves for protectinggeneral shareholders' interests as anindependent director. Process for appointing as independentdirector The Company has defined theIndependence Requirements in theCorporate Governance Committee.According to the IndependenceRequirements, independent direcotrs areselected by the Board of Directors afterthe Personnel Advisory Committee

headed by an outside director reply toinquiries from the Board of Directors.Any optional committee equivalent to theNomination Committee or RemunerationCommitteeYesEstablishment of optional advisory committees, committee composition, and attributes of thechairpersonOptional committeeOptional committeeequivalent to Nominationequivalent toCommitteeRemuneration CommitteeCommitteeThe Personnel AdvisoryThe CompensationCommitteeAdvisory CommitteeCommittee members55Full-time members––Internal directors33Outside directors33Outside experts––Others––ChairpersonOutside directorOutside directorAudit & Supervisory Board Members:Audit & Supervisory BoardNumber of Audit & Supervisory Board membersstipulated in Articles of IncorporationNumber of Audit & Supervisory Board membersYes54Status of Cooperation between Audit & Supervisory Board members, the AccountingAuditor, and the Corporate Internal Auditing DepartmentNote: Please refer to “3. Audit & Supervisory Board, (3) Relationship with External Auditorsand the Internal Accounting Department” of Section 4 of the OMRON Corporate GovernancePolicies.Appointment of Audit & Supervisory Boardmembers (independent)Number of Audit & Supervisory Board(independent)Number of Audit & Supervisory Board members(independent) designated as independent officersYes22Relationship with the Company (1)NameAttributeRelationship with the Company*a B c d e f g h i j k l8m

Eisuke NagatomoFrom another company Yoshifumi Matsumoto Attorney at Law* Categories for relationship with the Company* ” when the said individual presently falls or has recently fallen under each of thefollowing categories; “ ” when the said individual fell under each of the followingcategories in the past.* ” when a close relative of the said individual presently falls or has recently fallen undereach of the following categories; “ ” when a close relative of the said individual fellunder each of the following categories in the past.a. Executive of a listed company or its subsidiaryb. Non-executive directors or accounting advisors of the listed company or its subsidiariesc. Executive or non-executive director of the parent company of a listed companyd. Parent company of auditors of listed companye. Executive of a fellow subsidiary company of a listed companyf. The party who’s principal client or supplier is a listed company or executive thereofg. Principal client or supplier of a listed company or executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetaryconsideration or other property from a listed company besides compensation as an executivei. Principal shareholder of a listed company (executive of the said corporate shareholder if theprincipal shareholder is a legal entity)j. Executive of a client or supplier company of a listed company (which does not correspond toany of f, g, or h, above) (the said individual only)k. Executive of a company, between which and OMRON outside directors are mutuallyappointed (the said individual only)l. Executive of a company or organization that receives a donation from a listed company (thesaid individual only)m. OtherRelationship with the Company (2)NameEisukeNagatomoIndependentaudit &supervisoryboardmember Supplemental informationon corresponding itemsReason for selecting as audit &supervisory boardmember(independent)Mr.Eisuke Nagatomo meets therequirements of the Company’s ownoriginal ‘IndependenceRequirements for Outside Directorsand Audit & Supervisory BoardMembers’. He is registered as anindependent audit & supervisoryboard member to the Tokyo Stock Reason for selecting as audit & supervisoryboard member (independent) Mr. Eisuke Nagatomo is well versed incorporate governance and internal controlsystems, and OMRON wishes to incorporatehis expertise into its auditing practices.He holds prominent positions includingMember of the Board, Managing Director,9

Exchange, Inc. (For more details,please see the Independent Directorsand Audit & Supervisory BoardMembers section below described).Mr. Nagatomo formerly belonged toTokyo Stock Exchange, Inc. WhileOMRON pays listing fee to thecompany, such transactions in thefiscal year 2014 accounted for lessthan 1% of the consolidated net salesof OMRON Group and those of theirgroup; there is nothing questionableregarding the independence of Mr.Nagatomo, and there are no specialinterests between Mr. Nagatomo andthe Company. Significant concurrent positions President and CEO of ENAssociates Co., Ltd.Outside Director of kabu. comSecurities Co., Ltd.Outside Director of Miroku JohoService Co.,Ltd.Outside Audit & Supervisory BoardMember of NIKKISO CO., LTD.YoshifumiMatsumoto Mr.Yoshifumi Matsumoto meets therequirements of the Company’s ownoriginal ‘IndependenceRequirements for Outside Directorsand Audit & Supervisory BoardMembers’. He is registered as anindependent audit & supervisoryboard member to the Tokyo StockExchange, Inc. (For more details,please see the Independent Directorsand Audit & Supervisory BoardMembers section below described). Significant concurrent positions Partner, of Miyake &Partners,Attorney at Lawand Chief Self-regulatory Officer of TokyoStock Exchange Group, Inc.; member of theBusiness Accounting Council of theFinancial Services Agency; and Director ofthe Financial Accounting StandardsFoundation; and has considerable knowledgeregarding finance and accounting. Reason for appointing as independent audit& supervisory board member The Personnel Advisory Committee confirmthat he meets the IndependenceRequirements and serves for protectinggeneral shareholders' interests as anindependent audit & supervisory boardmember. Process for appointing as independent audit& supervisory board member The Company has defined the IndependenceRequirements in the Corporate GovernanceCommittee. According to the IndependenceRequirements, Mr. Nagatomo is qualified asindependent audit & supervisory boardmember. Reason for selecting as audit & supervisoryboard member (independent) Mr. Yoshifumi Matsumoto is an attorney atlaw and a patent attorney specializingprimarily in intellectual property related lawsand corporate legal affairs. The Companyexpects Mr. Matsumoto to reflect his legalexpertise in the auditing of the Company. Reason for appointing as independent audit& supervisory board member The Personnel Advisory Committee confirmthat he meets the IndependenceRequirements and serves for protectinggeneral shareholders' interests as anindependent audit & supervisory boardmember. Process for appointing as independent audit& supervisory board member The Company has defined the IndependenceRequirements in the Corporate GovernanceCommittee. According to this IndependenceRequirements, Mr. Matsumoto is qualifiedas independent audit & supervisory boardmember.Independent Directors and Audit & Supervisory Board Members:Number of independent directors and audit &5supervisory board membersMatters relating to independent directors and audit & supervisory board membersThe Company’s Policy Regarding the Independence of Outside Directors and Audit &Supervisory Board Members (Independent) In addition to the requirements of Japan’s Companies Act, the Company has formulated its10

own ‘Independence Requirements for Outside Directors and Audit & Supervisory BoardMembers’ (Note) and as we select all outside executives using these requirements as ourstandard, we judge them to be sufficiently independent, and register all of our outsideexecutives 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 areappropriate as independence criteria for outside executives before they are deliberated on andresolved by the Board of Directors.Note: Independence Requirements for Outside Directors and Audit & Supervisory BoardMembers (revised December 25, 2014)To be considered for the position of outside executive, candidates themselves and/or thecompany/companies and/or organization/s they belong to must not:1. Presently assume the role of director (excluding outside director), audit & supervisoryboard member (excluding outside audit & supervisory board member), executive officerand/or employee of the OMRON Group (Note), or have assumed any of these roles in thepast.2. Have been a principal shareholder* of the OMRON Group, or assumed the role ofdirector, auditor, executive officer and/or employee of any legal entity that is a principalshareholder of the OMRON Group or any legal entity for which the OMRON Group is aprincipal shareholder, in any fiscal year of the past five years.* A “principal shareholder” means a company, etc. holding shares that provide10% or more of total voting rights.3. Be a director, auditor, executive officer and/or employee of any principal partner orsuppler* of the OMRON Group.* A “principal partner or supplier” means a company whose payments to the OMRONGroup or payments received from the OMRON Group in the current or any of the pastthree fiscal years represent 2% or more of the consolidated net sales of either theOMRON Group or the partner/supplier company (this also includes its parentcompany and important subsidiaries and affiliates).4. Be a director, auditor, executive officer and/or employee of any company ororganization that receives a large amount of donations* from the OMRON Group.* A “large amount of donations” means yearly donations in excess of 10 million or2% of the consolidated net sales or total revenue of the recipient entity, whichever islarger, on average for the past three fiscal years.5. Have directors, auditors, and/or executive officers who are mutually dispatchedbetween the candidate’s company/organization and the OMRON Group.6. Have assumed the role of representative, employee, partner or other staff member of anaccounting auditor for the OMRON Group in any fiscal year of the past five years.11

7. Be an attorney, certified public accountant, consultant or other agent who receives alarge amount of monetary consideration* and/or other property from the OMRONGroup, besides the compensation for directors and audit & supervisory board members.* A “large amount of monetary consideration” means a yearly consideration amountingto 10 million or more for individuals, and in the case of an organization, a yearlyconsideration that represents 2% or more of the consolidated net sales of the relevantorganization, on average for the past three fiscal years.8. Be a spouse, a relative within two degrees of kinship, a relative living together or arelative who shares living expenses with any of the following individuals:(1) A director, audit & supervisory board member, executive officer and/or coreemployee* of the OMRON Group.(2) 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 thepast five years.(3) An individual who is not qualified for outside directors and audit & supervisoryboard members in the above-mentioned items 2-7.* A “core employee” means an employee holding the position of senior generalmanager or higher.9. Hold a position or condition that would bring the independence of the candidate intodoubt when performing the duties of an outside director or audit & supervisory boardmember.Note: The above-mentioned “the OMRON Group” refers to OMRON Corporation and itssubsidiaries and affiliates.Outside executives shall continue to comply with the above-mentioned independencerequirements after they are appointed as outside directors or audit & supervisory boardmembers. If they were assigned a major managerial position, their independence shall beverified according to the independence criteria herein at the Personnel Advisory Committee.Incentives:Incentives Policies for DirectorsIntroduced performance-linked compensationsystem and stock option planSupplemental Remarks on This Item*P15 Please see “Disclosure of decision-making policies relating to compensation amounts andcalculation methods”Personnel eligible to receive stock optionsDirecors excluding outside directors &Executive Officers12

Supplemental Remarks on This Item・The Company issues performance-linked stock acquisition rights to its internal Directors andExecutive Officers.・Performance-linked stock acquisition rights are not issued to outside Directors or to outsideAudit & Supervisory Board members, reflecting their roles and the need for them to maintaintheir independence.Compensation of Directors:Diclosure of compensation of individual The compensation of some individualdirectorsdirectors is disclosedSupplemental Remarks on This Item The Compensation Advisory Committee is consulted on the compensation of each directorand makes recommendations based on the Company’s compensation principles. The amountof compensation for each director is determined by resolution of the Board of Directors andthe amount of compensation for each Audit & Supervisory Board member is determined bydiscussions among the Audit & Supervisory Board members. These amounts are within the scope of the aggregate compensation amounts for all directorsand all Audit & Supervisory Board members as each has been set by resolution of theOrdinary General Meeting of Shareholders.Amount of Compensation for Directors and Audit & Supervisory Board members for the 78thFiscal Year (April 1, 2014-March 31, 2015)TitleNumberDirectors[Outside Directors ]Audit & SupervisoryBoard members[Audit & SupervisoryBoard members(independent)]Total[Outside executives]Notes:BaseCompensation(JPY million)Bonuses(JPY million)AggregateCompensation(JPY uses(JPY [18]12[4]440[42]236[—]—[—]676[42]594[24]821. The above amounts include compensation paid to one (1) Director who retired at theclose of the 77th Ordinary General Meeting of Shareholders held on June 24, 2014.2. The maximum limit of the aggregate compensation of Directors was set at JPY 35million per month at the 63rd Ordinary General Meeting of Shareholders held on June13

27, 2000. In addition, the maximum limit of the aggregate compensation of Audit &Supervisory Board Members was set at JPY 7 million per month by resolution of the60th Ordinary General Meeting of Shareholders held on June 27, 1997.3. The above base compensation of Directors includes the amount paid as stockcompensation to Directors, excluding Directors (Independent).4. The above yearly performance-linked bonuses are the amounts that the Company plansto pay, provided that the proposal No. 5 “Payment of Yearly Performance-LinkedBonuses to Directors” at this Ordinary General Meeting of Shareholders is approvedand resolved as originally proposed.5. Medium-term performance-linked bonuses are performance incentives linked to thedegree of achievement of medium-term management targets, which will be paid outafter completion of the last year under a medium-term management plan. Fiscal 2014falls under the first year of the medium-term management plan; therefore, no such

Corporate Governance Report . I. Basic Policies for Corporate Governance, Capital Structure, Corporate . OMRON Corporation . President and CEO : Yoshihito Yamada . Contact: Board of Directors Office . The Bank of Tokyo-Mitsubishi UFJ, Ltd. 7,712,695 : 3.54% . State Street Bank and Trust Company 505001 :