Board of Directors

Outside Directors and Committees composition

Olympus adopted a resolution to change the articles of incorporation, which consist of transitioning to a company with a Three Committees Board Structure, at the General Meeting of Shareholders held on June 25, 2019. Olympus transitioned from Audit & Supervisory Board system to a company with a Three Committees Board Structure. The system after transition is as follows.

The Board of Directors consists of 15 members, of which 10 are outside directors and 9 are independent outside directors. The reasons for the selection of outside directors are as follows.

Outside directors Reason for appointment Attendance at meetings of the Board of Directors (Met 28 times in fiscal 2019) Independent Outside Director
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. 28/28 Yes
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. 27/28 Yes
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. 28/28 Yes
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. 26/28 Yes
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. 28/28 Yes
Yasumasa Masuda Mr. Masuda was appointed so that his extensive experience and diverse knowledge as a business manager at Astellas Pharma Inc. may be applied to the Company's management. 21/21 Yes
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. 27/28 Yes
Atsushi Iwasaki Mr. Iwasaki was appointed so that his extensive experience and diverse knowledge as a certified public accountant may be applied to the Company's management. 25/28 Yes
D. Robert Hale Mr. Hale is a partner of ValueAct Capital Management L.P., Olympus’s shareholder, was appointed so that his experience helping global companies transform themselves and his expertise in global capital markets and the healthcare industry may be applied to the company’s management. (newly-appointed) -
Jim C. Beasley Mr. Beasley was appointed so that his global experience and an abundant expertise and insight as a senior management team member of C.R. Bard Group, a leading, global medical device company over 30 years may be applied to the Company’s management. (newly-appointed) Yes

Committees Composition

The Nominating, Compensation, and Audit three committees, which consist of a majority of independent outside directors, have the Nominating Committee decide the candidate for directors, the Compensation Committee decide the compensation of directors and executive officers, and the Audit Committee audits the execution of duties of directors and executive officers. The members of each committee are as follows.

Nominating Committee Chairman (Independent Outside Director)Sumitaka Fujita
Member (Independent Outside Director)Tetsuo Iwamura、Yasumasa Masuda
(Outside Director)D.Robert Hale
(Director)Yasuo Takeuchi
Conpensation Committee Chairman (Independent Outside Director)Takayuki Katayama
Member (Independent Outside Director)Susumu Kaminaga、Yasumasa Masuda、Jim C.Beasley
Audit Committee Chairman (Independent Outside Director)Katsuya Natori
Member (Independent Outside Director)Atsushi Iwasaki、Michijiro Kikawa
(Director)Nobuyuki Koga、Masashi Shimizu

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".