Board of Directors

Outside Directors

Olympus transitioned from Audit & Supervisory Board system to a company with a Three Committees Board Structure at the General Meeting of Shareholders held on June, 2019.
The Board of Directors consists of 12 members, of which 9 are outside directors and 8 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 18 times in fiscal 2020) Attendance at meetings of the Committees Independent Outside Director
Sumitaka Fujita Mr. Sumitaka Fujita has an extensive experience and diverse knowledge as a business manager at ITOCHU Corporation and served as Outside Director and Outside Auditor at other companies.
Since Mr. Fujita took the post of Outside Director of the Company in April 2012, he has been giving guidance/advice to the business management of the Company at the Board of Directors. In addition, he contributed to the development of a transparent director compensation system as the Chairman of the Compensation Committee which was established voluntarily.
Since June 2018, he has been leading the Board of Directors as the Chairman of the Board of Directors of the Company. Furthermore, after the transition to a company with Nominating Committees, etc., in June 2019, he facilitated decisions of contents of an agenda item to elect directors as the Chairman of the Nominating Committee in addition to the supervision of the business execution of the Company at the Board of Directors.
Taking these points into consideration, the Company believes that Mr. Fujita will continue to contribute to the Company’s sustainable growth through the Board of Directors.
18/18 Nominating Committee:
10/10
Yes
Susumu Kaminaga Mr. Susumu Kaminaga has an extensive experience and diverse knowledge as a business manager at Sumitomo Precision Products, Co., Ltd. and served as Representative Director, etc. at other companies.
Since Mr. Kaminaga took the post of Outside Director of the Company in June 2016, he has been giving guidance/advice to the business management of the Company at the Board of Directors and the Compliance Committee voluntarily established. In addition, he has been serving as a member of the Compensation Committee since June 2017.
Since the transition to a Company with Nominating Committee, etc., in June 2019, he has been taking charge of the operation of the Compensation Committee as the Chairman since February 2020 in addition to the supervision of the business execution of the Company at the Board of Directors.
Taking these points into consideration, the Company believes that Mr. Kaminaga will continue to contribute to the Company’s sustainable growth through the Board of Directors.
18/18 Compensation Committee:
11/11
Yes
Michijiro Kikawa Mr. Michijiro Kikawa has an extensive experience and diverse knowledge as a business manager at Hitachi Construction Machinery Co., Ltd. and served as Director at Hitachi, Ltd.
Since Mr. Kikawa took the post of Outside Director of the Company in June 2016, he has been giving guidance/advice to the business management of the Company at the Board of Directors and the Nominating Committee voluntarily established. In addition, he served as the Chairman of the Nominating Committee from June 2018 through June 2019. Since the transition to a company with Nominating Committees, etc., in June 2019, he has been supervising the business execution of Executive Officers of the Company as a member of the Audit Committee in addition to the supervision of the business execution of the Company at the Board of Directors.
Taking these points into consideration, the Company believes that Mr. Kikawa will continue to contribute to the Company’s sustainable growth through the Board of Directors.
18/18 Audit Committee:
17/17
Yes
Tetsuo Iwamura Mr.Tesuo Iwamura has an extensive experience and diverse knowledge as a business manager at Honda Motor Co., Ltd.
Since Mr. Iwamura took the post of Outside Director of the Company in June 2017, he has been giving guidance/advice to the business management of the Company at the Board of Directors and the Nominating Committee and Compliance Committee voluntarily established. After the transition to a company with Nominating Committees, etc., in June 2019, he facilitated decisions of contents of an agenda item to elect directors as a member of the Nominating Committee in addition to the supervision of the business execution of the Company at the Board of Directors.
Taking these points into consideration, the Company believes that Mr. Iwamura will continue to contribute to the Company’s sustainable growth through the Board of Directors.
18/18 Nominating Committee:
10/10
Yes
Yasumasa Masuda Mr. Yasumasa Masuda has an extensive experience and diverse knowledge as a business manager at Astellas Pharma Inc. and served as independent non-executive officer at the Deloitte Tohmatsu Group.
Since Mr. Masuda took the post of Outside Director of the Company in June 2018, he has been giving guidance/advice to the business management of the Company at the Board of Directors and the Nominating Committee established voluntarily. After the transition to a company with Nominating Committees, etc., in June 2019, he facilitated decisions of contents of an agenda item to elect directors, and decided directors’ compensations as a member of the Nominating Committee and the Compensation Committee in addition to the supervision of the business execution of the Company at the Board of Directors.
Taking these points into consideration, the Company believes that Mr. Masuda will continue to contribute to the Company’s sustainable growth through the Board of Directors.
18/18 Nominating Committee:
10/10
Compensation Committee:
11/11
Yes
Katsuya Natori Mr. Katsuya Natori has an extensive experience and diverse knowledge as a lawyer and served as Director and Supervisory Director at other companies.
Since Mr. Natori took the post of Audit & Supervisory Board Member of the Company in April 2012, he has been auditing/supervising the business execution of the Company at the Audit & Supervisory Board and the Board of Directors. In addition, after the transition to a company with Nominating Committees, etc., in June 2019, he conducted an audit on the execution of duties of the Directors and the Executive Officers of the Company as the Chairman of the Audit Committee in addition to the supervision of the business execution of the Company at the Board of Directors.
Taking these points into consideration, the Company believes that Mr. Natori will continue to contribute to the Company’s sustainable growth through the Board of Directors.
17/18
*1
Audit Committee:
17/17
Yes
Atsushi Iwasaki Mr. Atsushi Iwasaki has an extensive experience and diverse knowledge as a certified public accountant and served as Outside Director and Outside Auditor at other companies.
Since Mr. Iwasaki took the post of Audit & Supervisory Board Member of the Company in June 2016, he has been auditing/supervising the business execution of the Company at the Audit & Supervisory Board and the Board of Directors. In addition, after the transition to a company with Nominating Committees, etc., in June 2019, he conducted an audit on the execution of duties of the Directors and the Executive Officers of the Company as a member of the Audit Committee in addition to the supervision of the business execution of the Company at the Board of Directors.
Taking these points into consideration, the Company believes that Mr. Iwasaki will continue to contribute to the Company’s sustainable growth through the Board of Directors.
Although he has not been involved in corporate management in the past except for being outside director and an audit & supervisory board member, the Company has judged that he can perform his duties as Outside Director appropriately for the above-mentioned reasons.
16/18
*1
Audit Committee:
15/17
Yes
D. Robert Hale Mr. David Robert Hale is a partner of ValueAct Capital Management L.P. (hereinafter called VAC), one of the Company’s shareholders. He has a track record of helping global companies transform themselves with his knowledge of the global capital markets and the healthcare industry, as a business management consultant and investor with experiences in diverse industries.
Since Mr. Hale took the post of Outside Director of the Company in June 2019, he has been giving guidance/advice to the business management of the Company at the Board of Directors. In addition, he has participated in decisions on the evolution of the board as a member of the Nominating Committee.
Taking these points into consideration, the Company believes that Mr. Hale will continue to contribute to the Company’s sustainable growth through the Board of Directors. Since he serves as a partner at VAC, which is one of the Company’s shareholders, the Company also believes that he will contribute to the enhancement of the Company’s corporate value by reflecting shareholders’ voices into the business management of the Company.
13/13
*2
Nominating Committee:
10/10
-
Jimmy C. Beasley Mr. Jimmy C. Beasley has a global business experience for over 30 years at the C. R. Bard Group, one of the leading global companies in the medical equipment industry and has an abundant experience and a deep insight as a member of the management.
Since Mr. Beasley took the post of Outside Director of the Company in June 2019, he has been giving guidance/advice to the business management of the Company at the Board of Directors. In addition, he facilitated decisions of directors’ compen, the Company believes that Mr. Beasley will continue to contribute to the Company’s sustainable growth through the Board of Directors.
13/13
*2
Compensation Committee:
11/11
Yes

*1 Since the Company made a transition from a company with Audit & Supervisory Board to a company with Nominating Committee, etc. by the resolution of the 151st Ordinary General Meeting of Shareholders held on June 25, 2019, “Attendance at meetings of the committees” (Nominating Committee, Compensation Committee and Audit Committee) shows the status of attendance at the meetings held on June 25, 2019 onward. In addition, since Messrs. Katsuya Natori and Atsushi Iwasaki were Audit & Supervisory Board Members until the conclusion of the said General Meeting of Shareholders, their attendance at meetings of the Board of Directors includes attendance as Audit & Supervisory Board Members.

*2 Since Messrs. David Robert Hale and Jimmy C. Beasley assumed the office of Director at the 151st Ordinary General Meeting of Shareholders held on June 25, 2019, their attendance at meetings of the Board of Directors reflects the status of attendance after they assumed their post.

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)Susumu Kaminaga
Member (Independent Outside Director)Tetsuo Iwamura,Yasumasa Masuda, Jimmy C. Beasley
Audit Committee Chairman (Independent Outside Director)Katsuya Natori
Member (Independent Outside Director)Michijiro Kikawa, Atsushi Iwasaki
(Director)Nobuyuki Koga

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".