Corporate Governance Structure

Corporate Governance Structure

The Board of Directors consists of 11 members, including more than half of 6 outside directors. In principle, the Board of Directors meets once per month and strives to make timely decisions regarding the Company's business strategies and other important management matters and to exercise appropriate oversight of business execution. Directors without the authority over business execution, chairs meetings of the Board of Directors.

Olympus expects the 6 outside directors to apply their specialized expertise in management by engaging in decision making and oversight over the Board of Directors from an independent perspective. Furthermore, the Board of Directors requests reports on matters that are decided by the Executive Management Committee or by the president. In this manner, the Company is strengthening governance from the perspectives of sharing information and monitoring, thereby creating systems for better ensuring the soundness of management.

Olympus has adopted an executive officer system, which segregates the decision-making function and supervisory function of the Board of Directors from the business execution function of the executive officers. In addition, the Company has set a maximum tenure period for the president and a maximum age for directors and executive officers. These restraints are in place to prevent inappropriate activities from occurring due to extended tenures of corporate officers.

Overview of Corporate Governance Structure As of June 28, 2017

Format Audit & Supervisory Board system
Adoption of executive officer system Yes
Directors 11
Of whom outside directors 6
Term of directors 1 Year
Audit & supervisory board members 4
Of whom outside audit & supervisory board members 2
Independent officers 8
Participation of outside directors in determination of remuneration Yes
Board of Directors convened 23 times Fiscal 2017
Results-linked remuneration Yes

Corporate Governance Structure