Corporate Governance Structure

Corporate Governance Structure

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 term of directors is one year.

Olympus holds the Board of Directors at least once every three months, and at any time as needed to determine basic management policies, matters relating to the internal control system, and other important matters. In addition, Olympus oversees the execution of duties of directors and executive officers. The Chairman of the Board of Directors is an independent outside director.

When supervising at the Board of Directors, we expect that 10 outside directors to utilize the expertise that each directors have. In addition, while Olympus strives to proactively provide information to directors so that their roles and responsibilities can be effectively fulfilled, the outside directors can demand information to directors, executive officers and employees to explain or report, or ask them to submit materials. That strengthen information communication and supervisory functions to create a system that ensures the soundness of management.

Overview of Corporate Governance Structure As of June 25, 2019

Format A Company with a Three Committees Board Structure
Adoption of executive officer system Yes
Directors 15
Of whom outside directors 10
Term of directors 1 Year
Independent officers 9
Board of Directors convened 28 times Fiscal 2019
Results-linked remuneration Yes

Corporate Governance Structure