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 11 directors, including a majority of eight outside directors, thereof all 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 2021)
Attendance at meetings of the Committees Independent Outside Director
Sumitaka Fujita Mr. Sumitaka Fujita has extensive experience and diverse knowledge as a business manager at ITOCHU Corporation. He also possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company through his experience as an Outside Director and Outside Auditor at other companies and his experience as the Chairman of the Japan Association for Chief Finance Officers. 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 Committee, 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. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
18/18 Nominating Committee:
12/12
Yes
Susumu Kaminaga Mr. Susumu Kaminaga has extensive experience and diverse knowledge as a business manager at Sumitomo Precision Products, Co., Ltd. in addition to his long experience in global business development in advanced technology fields. In addition, through his experience as an Outside Director at other companies, he possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company. 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. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has been determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
18/18 Compensation Committee:
11/11
Yes
Tetsuo Iwamura Mr. Tetsuo Iwamura has an extensive experience and diverse knowledge as a business manager at Honda Motor Co., Ltd. In addition, through his long experience in global expansion in the sales marketing, manufacturing and development field at Honda Motor Co., Ltd., he has a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company. 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 Committee, 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. In addition, since July 2020, he has facilitated decisions regarding executive compensation as a member of the Compensation Committee. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
18/18 Nominating Committee:
12/12
Compensation Committee:
11/11
Yes
Yasumasa Masuda Mr. Yasumasa Masuda has extensive experience and diverse knowledge as a business manager in the healthcare industry at Astellas Pharma Inc. In addition, through his experience as an independent non-executive officer at the Deloitte Tohmatsu Group, he possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company. 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 Committee, 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. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
18/18 Nominating Committee:
12/12
Compensation Committee:
11/11
Yes
Atsushi Iwasaki Mr. Atsushi Iwasaki has extensive experience and diverse knowledge as a certified public accountant. In addition, through his experience as an Outside Director and Outside Audit & Supervisory Board Member at other companies, he possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company. 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 Committee, 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. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
18/18 Audit Committee:
24/26
Yes
David Robert Hale Mr. David Robert Hale is a Partner of Value Act 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 experience in diverse industries, and he possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company. 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. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has determined that he is an indispensable person for the composition of the Board of Directors and nominated him as a candidate for Outside Director again. Since he serves as a partner at VAC, which is one of the Company’s shareholders, the Company 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.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
18/18 Nominating Committee:
12/12
Yes
Jimmy C. Beasley Through his 30 years of global business experience and extensive management experience in the C. R. Bard Group, one of the world’s leading companies in the healthcare industry, Mr. Jimmy C. Beasley possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company. 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’ compensations as a member of the Compensation Committee. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
18/18 Compensation Committee:
11/11
Yes
Sachiko Ichikawa Ms. Sachiko Ichikawa has extensive experience, broad knowledge and a global perspective as an attorney (in Japan and New York, U.S.A.) and a certified public accountant in the U.S. In addition, through her experience as an Outside Director and Outside Audit & Supervisory Board Member at other companies and as a Director of The Board Director Training Institute of Japan, she possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company. The Company expects that Outside Directors will supervise management from the perspective of achieving sustainable growth of the Company and enhancing corporate value over the medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge. Based on this, the Company has determined that she is an indispensable person for the composition of the Board of Directors and nominated her.
The appointed person meets the independence criteria and is therefore designated as an independent officer.
- - 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 Sumitaka Fujita (Independent outside director)
Member Tetsuo Iwamura, David Robert Hale (Independent outside directors)
Yasuo Takeuchi (Director)
Compensation Committee Chairman Susumu Kaminaga (Independent outside director)
Member Tetsuo Iwamura, Jimmy C. Beasley (Independent outside directors)
Audit Committee Chairman Yasumasa Masuda (Independent outside director)
Member Atsushi Iwasaki, Sachiko Ichikawa (Independent outside directors)
Nobuyuki Koga (Directors)

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".