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 12 members, of which 9 are independent outside directors. The reasons of appointment of outside directors are as follows:

Sumitaka Fujita

Reason for appointment

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 several other companies and his experience as the Chairman of the Japan Association for Chief Finance Officers. Since Mr. Fujita assumed the post of Outside Director of the Company in April 2012, he has been giving guidance/advice regarding the business management of the Company. In addition, he contributed to the development of a transparent director compensation system as Chairman of the Compensation Committee, which was established voluntarily. Since June 2018, he has been leading the Board of Directors as Chairman of the Board. Furthermore, after the transition to a Company with a Nominating Committee, a Compensation Committee and an Audit Committee in June 2019, he supervised business execution of the Company at the Board of Directors, and as Chairman of the Nominating Committee, he facilitated decisions regarding the contents of the agenda for election 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 as a candidate for Outside Director again. In addition, he is expected to lead the management oversight function as Chairman of the Board of Directors and, as Chairman of the Nominating Committee, the selection of our executive candidates.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

12 of 12

Attendance at meetings of the Committees

Nominating Committee:11 of 11

Outside Officer

Yes

Tetsuo Iwamura

Reason for appointment

Mr. Tetsuo Iwamura has 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 assumed the post of Outside Director of the Company in June 2017, he has been giving guidance/advice regarding the business management of the Company at meetings of the Board of Directors as well as the Nominating Committee and Compliance Committee voluntarily established. After the transition to a Company with a Nominating Committee, a Compensation Committee and an Audit Committee in June 2019, he supervised business execution of the Company at the Board of Directors, and as a member of the Nominating Committee, he facilitated decisions regarding the contents of the agenda for election of Directors. In addition, since July 2020, he has facilitated decisions regarding executive compensation as a member of the Compensation Committee. In addition, he is expected to lead the Compensation Committee from June 2022.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.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

12 of 12

Attendance at meetings of the Committees

Nominating Committee:11 of 11
Compensation Committee:11 of 11

Outside Officer

Yes

Yasumasa Masuda

Reason for appointment

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 assumed the post of Outside Director of the Company in June 2018, he has been giving guidance/advice regarding the business management of the Company at meetings of the Board of Directors and the Nominating Committee. After the transition to a Company with a Nominating Committee, a Compensation Committee and an Audit Committee in June 2019, he supervised business execution of the Company at the Board of Directors, and as a member of the Nominating and Compensation Committees, he facilitated decisions regarding the contents of the agenda for election of Directors and regarding executive compensation. In addition, he has been promoting the audit of the execution of duties by the Executive Officers and Directors of the Company as Chairman of the Audit Committee since June 2021. 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. In addition, he is expected to lead the audit of the execution of duties by our Executive Officers and Directors as Chairman of the Audit Committee.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

12 of 12

Attendance at meetings of the Committees

Nominating Committee:2 of 2
Compensation Committee:4 of 4
Audit Committee:18 of 18

Outside Officer

Yes

David Robert Hale

Reason for appointment

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 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 assumed the post of Outside Director of the Company in June 2019, he has been giving guidance/advice regarding the business management of the Company at meetings of the Board of Directors. In addition, as a member of the Nominating Committee, he facilitated decisions regarding the contents of the agenda for election 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 as a candidate for Outside Director again. In addition, he is expected to be involved from an objective and neutral position as a member of the Nominating Committee. Since he is a Partner of VAC, one of the Company’s shareholders, it is expected that he can contribute to enhancing corporate value by reflecting shareholder opinions in management.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

12 of 12

Attendance at meetings of the Committees

Nominating Committee:11 of 11

Outside Officer

Yes

Jimmy C. Beasley

Reason for appointment

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 assumed the post of Outside Director of the Company in June 2019, he has been giving guidance/advice regarding the business management at meetings of the Board of Directors. In addition, he has participated in decisions on 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 as a candidate for Outside Director again. In addition, he is expected to be involved from an objective and neutral position as a member of the Compensation Committee. We have determined that he will contribute to achieving sustainable growth of the Company and enhancing corporate value over the medium to long term, as well as enhancing the internationality and diversity of the Board of Directors in the Company’s aim to become a global medtech company.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

12 of 12

Attendance at meetings of the Committees

Compensation Committee:11 of 11

Outside Officer

Yes

Sachiko Ichikawa

Reason for appointment

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. She also possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company through her experience as an Outside Director and Outside Auditor at several other companies and her experience as Statutory Auditor of The Board Director Training Institute of Japan. Since Ms. Ichikawa assumed the post of Outside Director of the Company in June 2021, she has been giving guidance/advice regarding the business management of the Company at meetings of the Board of Directors. In addition, she has promoted the audit of the execution of duties by the Executive Officers and Directors of the Company as a member of the Audit Committee. Based on this, the Company has determined that she is an indispensable person for the composition of the Board of Directors and nominated her as a candidate for Outside Director again. In addition, she is expected to be involved from an objective and neutral position as a member of the Audit Committee. She has not been involved in company management in any way other than as an Outside Director and Audit & Supervisory Board Member in the past, but for the reasons stated above, the Company has determined that she will properly perform her duties as an Outside Director.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

9 of 9

Attendance at meetings of the Committees

Audit Committee:18 of 18

Outside Officer

Yes

Yasushi Shingai

Reason for appointment

Mr. Yasushi Shingai possesses extensive experience and diverse knowledge as a business manager at Japan Tobacco Inc. 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 at several other companies, combined with his professional knowledge beyond corporate finance regarding acquisition of global companies as well as post-acquisition management and governance, in addition to his extensive experience as a business manager of an overseas business headquarters company of the Japan Tobacco Group. 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 newly nominated him as a candidate for Outside Director. In addition, he is expected to be involved from an objective and neutral position as a member of the Nominating Committee and the Compensation Committee.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

Attendance at meetings of the Committees

Outside Officer

Yes

Kohei Kan

Reason for appointment

Mr. Kohei Kan has extensive experience and diverse knowledge as Chief Executive Officer of Deloitte Touche Tohmatsu LLC, in addition to his extensive experience and diverse knowledge as a certified public accountant. He also possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of the Company given that he has experience working abroad and experience as person in charge of auditing and assurance businesses overseas at the aforementioned company with a global perspective. In addition, he currently serves as a board member of the International Federation of Accountants. 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 newly nominated him as a candidate for Outside Director. In addition, he is expected to be involved from an objective and neutral position as a member of the Audit Committee. Although he has not been involved in corporate management in the past except for being an Outside Director and Outside Auditor, it is judged that he can perform his duties as an Outside Director appropriately for the above-mentioned reasons.
In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

Attendance at meetings of the Committees

Outside Officer

Yes

Gary John Pruden

Reason for appointment

Mr. Gary John Pruden has over 30 years of global business experience and extensive experience and knowledge as a business manager at Johnson & Johnson Group, one of the world’s leading companies in the healthcare industry. He also has experience as an Outside Director of several U.S. companies. 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 newly nominated him as a candidate for Outside Director. In addition, he is expected to be involved from an objective and neutral position as a member of the Compensation Committee. Moreover, we have determined that he will contribute to achieving sustainable growth of the Company and enhancing corporate value over the medium to long term, as well as fulfilling the Company’s aim of enhancing the internationality and diversity of the Board of Directors as a global medtech company. In addition, the Company considers that there is no risk of conflicts of interest with general shareholders and designates him as an independent officer because he meets the standards for the independence of outside officers stipulated by the Tokyo Stock Exchange and the “standards for the independence of outside officers” stipulated by Olympus.

Attendance at meetings of the Board of Directors(Met 12 times in fiscal year 2022)

Attendance at meetings of the Committees

Outside 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 audit 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)
Nominating Committee	Member	David Robert Hale, Yasushi Shingai (Independent outside director) Yasuo Takeuchi（Director）
Compensation Committee	Chairman	Tetsuo Iwamura (Independent outside director)
Compensation Committee	Member	Jimmy C. Beasley, Yasushi Shingai, Gary John Pruden (Independent outside director)
Audit Committee	Chairman	Yasumasa Masuda (Independent outside director)
Audit Committee	Member	Sachiko Ichikawa, Kohei Kan（Independent outside director） Nobuyuki Koga（Director）

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".