Board of Directors
Outside Directors
Olympus is a company with Nominating Committee, etc. Our current corporate governance structure is as follows:
The Board of Directors consists of 11 members, of which 8 are independent outside directors. The reasons of appointment of outside directors are as follows:
Masato Iwasaki
Reason for appointment
Dr. Masato Iwasaki provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his global and extensive knowledge cultivated through his extensive experience as a business manager at a global company in the healthcare industry and his experience as an outside director at another company. In addition, he has participated in decisions on the contents of proposals regarding the election of directors and in deliberations on matters related to the appointment of executive officers from a broad perspective as a member of the Nominating Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of corporate value of the Olympus Group over medium to long term. From the above, Olympus Corporation has nominated him as an outside director again.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors(16 meetings)
12 of 12
Attendance at meetings of the Committees
Nominating Committee:11 of 11
Outside Officer
Yes
David Robert Hale
Reason for appointment
Mr. David Robert Hale provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his diverse knowledge in global management cultivated through his extensive experience as a business manager at an investment company. In addition, he has participated in decisions on the compensation of directors and executive officers from a broad perspective as a member of the Compensation Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of the corporate value of the Olympus Group over the medium to long term. From the above, Olympus Corporation has nominated him as an outside director again.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors(16 meetings)
14 of 16
Attendance at meetings of the Committees
Compensation Committee:6 of 6
Outside Officer
Yes
Jimmy C. Beasley
Reason for appointment
Mr. Jimmy C. Beasley provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his expert knowledge of the global healthcare business cultivated through his extensive management experience in the world’s leading companies in the healthcare industry. In addition, he has facilitated discussions regarding the contents of compensation for directors and executive officers from a broad perspective as the Chairperson of the Compensation Committee. Furthermore, he has advised and monitored the development of the Olympus Group’s QA & RA system as a member of the Quality Assurance and Regulatory Affairs (QA&RA) Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of corporate value of the Olympus Group over the medium to long term. From the above, Olympus Corporation has nominated him as an outside director again.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors(16 meetings)
16 of 16
Attendance at meetings of the Committees
Compensation Committee:10 of 10
Outside Officer
Yes
Sachiko Ichikawa
Reason for appointment
Ms. Sachiko Ichikawa provides advice and monitors the management of the Olympus Group from a position independent and objective and based on her global and highly specialized expertise cultivated through her extensive experience as an attorney (in Japan and New York, U.S.A.) and a certified public accountant in the U.S., as well as her experience as an outside director and an outside auditor at several other companies. In addition, she has promoted the audit of the execution of duties by directors and executive officers from a broad perspective as a member of the Audit Committee. Olympus Corporation has determined that she possesses a high level of insight, expertise and capabilities, and that she will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of corporate value of the Olympus Group over the medium to long term. From the above, Olympus Corporation has nominated her as an outside director again.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated her as an independent officer because she meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors(16 meetings)
15 of 16
Attendance at meetings of the Committees
Audit Committee:22 of 22
Outside Officer
Yes
Kohei Kan
Reason for appointment
Mr. Kohei Kan provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his global and highly specialized expertise cultivated through his extensive experience as a certified public accountant, experience working abroad, experience as person in charge of auditing and assurance business overseas and as a Chief Executive Officer at an auditing firm. In addition, he has facilitated the audit of the execution of duties by directors and executive officers from a broad perspective as the Chairperson of the Audit Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of the corporate value of the Olympus Group over the medium to long term. From the above, Olympus Corporation has nominated him as an outside director again.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors(16 meetings)
16 of 16
Attendance at meetings of the Committees
Audit Committee:22 of 22
Outside Officer
Yes
Gary John Pruden
Reason for appointment
Mr. Gary John Pruden provides advice and monitors the management of the Olympus Group from a position independent and objective and based on his diverse knowledge in global management cultivated through his extensive experience as a business manager in the world’s leading companies in the healthcare industry and his experience as an outside director at several other companies. In addition, he has participated in decisions on the contents of proposals regarding the election of directors and in deliberations on matters related to the appointment of executive officers from a broad perspective as a member of the Nominating Committee. Furthermore, he has advised and monitored the development of the Olympus Group’s QA & RA system and facilitated deliberations as the Chairperson of the Quality Assurance and Regulatory Affairs (QA&RA) Committee. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of corporate value of the Olympus Group over the medium to long term. From the above, Olympus Corporation has nominated him as an outside director again.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors(16 meetings)
15 of 16
Attendance at meetings of the Committees
Nominating Committee: 13 of 13
Outside Officer
Yes
Luann Marie Pendy
Reason for appointment
Dr. Luann Marie Pendy provides advice and monitors the management of the Olympus Group from a position independent and objective and based on her global and highly specialized expertise cultivated through her extensive experience in the areas of Quality Assurance and Regulatory Affairs (QA&RA) at the world’s leading companies in the healthcare industry and at several other companies, as well as her experience on quality-related committees. In addition, she has participated in decisions on the compensation of directors and executive officers from a broad perspective as a member of the Compensation Committee. Furthermore, she has advised and monitored the development of the Olympus Group’s QA & RA system as a member of the Quality Assurance and Regulatory Affairs (QA&RA) Committee. Olympus Corporation has determined that she possesses a high level of insight, expertise and capabilities, and that she will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of the corporate value of the Olympus Group over the medium to long term. From the above, Olympus Corporation has nominated her as an outside director again.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated her as an independent officer because she meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors(16 meetings)
16 of 16
Attendance at meetings of the Committees
Compensation Committee:10 of 10
Outside Officer
Yes
Hiroshi Ishino
Reason for appointment
Mr. Hiroshi Ishino has global and extensive knowledge cultivated through his experience in overseas business at a major trading company and as a business manager at a major manufacturer, where he promoted globalization and worked on reforming the mindset of employees, as well as through his experience as an outside director at another company. Olympus Corporation has determined that he possesses a high level of insight, expertise and capabilities, and that he will contribute to strengthening of the monitoring and decision-making functions of the Board of Directors effectively from the perspective of sustainable growth and enhancing of the corporate value of the Olympus Group over the medium to long term. From the above, Olympus Corporation has nominated him as a new outside director.
In addition, Olympus Corporation considers that there is no risk of conflicts of interest with general shareholders and has designated him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “Criteria for Independence of Outside Officers” stipulated by Olympus Corporation.
Attendance at meetings of the Board of Directors
-
Attendance at meetings of the Committees
-
Outside Officer
Yes
Committees Composition
Three committees - the Nominating, Compensation, and Audit - are composed of a majority of independent outside directors, the Nominating Committee decide the candidates for directors, the Compensation Committee decide the compensation of directors and executive officers, and the Audit Committee audit the execution of duties of directors and executive officers. The composition of each committee are as follows:
| Position | Name | Board of Directors | Nominating Committee | Compensation Committee | Audit Committee |
|---|---|---|---|---|---|
| Independent Outside Director | Masato Iwasaki | ◎ | ◎ | ||
| Independent Outside Director | David Robert Hale | ○ | ○ | ||
| Independent Outside Director | Jimmy C. Beasley | ○ | ◎ | ||
| Independent Outside Director | Sachiko Ichikawa | ○ | ○ | ||
| Independent Outside Director | Kohei Kan | ○ | ◎ | ||
| Independent Outside Director | Gary John Pruden | ○ | ○ | ||
| Independent Outside Director | Luann Marie Pendy | ○ | ○ | ||
| Independent Outside Director | Hiroshi Ishino | ○ | ○ | ||
| Director | Yasuo Takeuchi | ○ | |||
| Director | Bob White | ○ | |||
| Director | Toshihiko Okubo | ○ | ○ |
Members are indicated by ○, and heads of organizations (Chairperson the Board of Directors or Chairperson) are indicated by ◎.
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".
- Overview of Evaluation Results on the Effectiveness of the Board of Directors of Olympus (Revised date: June 17, 2025)
- Overview of Evaluation Results on the Effectiveness of the Board of Directors of Olympus (Revised date: June 18, 2024)
- Overview of Evaluation Results on the Effectiveness of the Board of Directors of Olympus (Revised date: June 16, 2023)
- Overview of Evaluation Results on the Effectiveness of the Board of Directors of Olympus (Revised date: June 17, 2022)
- Overview of Evaluation Results on the Effectiveness of the Board of Directors of Olympus (Revised date: June 17, 2021)
- Overview of Evaluation Results for Effectiveness of Board of Directors (Revised date: July 30, 2020)
- Overview of Evaluation Results for Effectiveness of Board of Directors (Revised date: June 25, 2019)
- Overview of Evaluation Results for Effectiveness of Board of Directors (Revised date: July 27, 2018)
- Overview of Evaluation Results for Effectiveness of Board of Directors (Revised date: July 28, 2017)
- Overview of Evaluation Results for Effectiveness of Board of Directors (Revised date: June 28, 2016)