Board of Directors, Audit & Supervisory Board

Outside Directors and Audit & Supervisory Board Members

Olympus has strengthened the corporate governance structure by appointing 6 outside directors, representing more than half of its 11 directors, and utilizing their objective standpoint, wealth of experience, and extensive knowledge of management. Furthermore, Olympus has increased the objectivity and fairness of management oversight by appointing 2 outside audit & supervisory board members out of the 4 audit & supervisory board members.

Olympus has designated 6 outside directors and 2 outside audit & supervisory board members as independent officers pursuant to the rules for listed companies stipulated by the Tokyo Stock Exchange.

Outside directors Reason for appointment Attendance at meetings of the Board of Directors (Met 23 times in fiscal 2017)
Shiro Hiruta Mr. Hiruta was appointed so that his extensive experience and diverse knowledge as a business manager at Asahi Kasei Corporation may be applied to the Company's management. 23/23
Sumitaka Fujita Mr. Fujita was appointed so that his extensive experience and diverse knowledge as a business manager at ITOCHU Corporation may be applied to the Company's management. 23/23
Takayuki Katayama Mr. Katayama was appointed so that his extensive experience and diverse knowledge as a business manager at Teijin Limited may be applied to the Company's management. 17/18
Susumu Kaminaga Mr. Kaminaga was appointed so that his extensive experience and diverse knowledge as a business manager at Sumitomo Precision Products Co., Ltd. may be applied to the Company's management. 18/18
Michijiro Kikawa Mr. Kikawa was appointed so that his extensive experience and diverse knowledge as a business manager at Hitachi Construction Machinery Co., Ltd. may be applied to the Company's management. 18/18
Tetsuo Iwamura Mr. Iwamura was appointed so that his extensive experience and diverse knowledge as a business manager at Honda Motor Co., Ltd. may be applied to the Company's management. (newly-appointed)
Outside audit & supervisory board members Reason for appointment Attendance at meetings of the Board of Directors and the Audit & Supervisory Board
Board of Directors (Met 23 times in fiscal 2017) Audit & Supervisory Board (Met 24 times in fiscal 2017)
Katsuya Natori Mr. Natori was appointed so that his extensive experience and diverse knowledge as a business manager at Sun Microsystems, Inc., Fast Retailing Co., Ltd., and IBM Japan, Ltd., as well as his diverse knowledge as an attorney may be applied to the Company's management. 23/23 24/24
Atsushi Iwasaki Mr. Iwasaki was appointed so that his extensive experience and diverse knowledge as a certified public accountant may be applied to audit the Company's management. 16/18 16/17

Strengthening of Audit and Supervisory Functions

Olympus is a company with the Audit & Supervisory Board system. Two of the four audit & supervisory board members are outside audit & supervisory board members. One of the two standing audit & supervisory board members was recruited from outside Olympus to guarantee the strength of supervisory functions. Olympus has established the Corporate Auditors' Office to support audit & supervisory board members and assigned full-time employees to assist with their work. In principle, the Audit & Supervisory Board, like the Board of Directors, meets once per month.

In accordance with the Rules of the Audit & Supervisory Board and the Audit & Supervisory Board Members' Audit Standard, the audit & supervisory board members attend important meetings, including Board of Directors' meetings, and periodically exchange opinions with directors and executive officers. In principle, they exchange opinions with the representative director four times per year.

Corporate Officer Compensation

The upper limits for the monthly compensation of directors and audit & supervisory board members as well as director bonuses are decided at the general meeting of shareholders.

Director compensation is decided by the Board of Directors in accordance with the Director Compensation Guidelines based on the recommendations of the Compensation Committee, which is comprised of a majority of highly independent outside directors. Audit & supervisory board member compensation is decided by the Audit & Supervisory Board in the same manner. Bonuses are not paid to audit & supervisory board members to maintain their standing as independent from business execution.

Evaluation of effectiveness of the Board of Directors

Olympus has announced the overview of results, including the third party's perspectives, of the analysis and evaluation on the effectiveness of its board of directors, which were conducted by the board based on the "Basic Policy for Corporate Governance".