Olympus Group guidelines covering the prevention of bribery

The Olympus Group does business throughout the world and seeks to earn and maintain the respect and trust of all of our stakeholders - patients, physicians, customers, governments and shareholders. Olympus expects that each and every one of our employees act in a manner that is consistent with law, Olympus policies and our values. We also expect and require that third parties who act on Olympus' behalf operate in the same manner.

Olympus has developed policies, procedures and training on key issues, such as the prevention of bribery and the support of fair competition to help assure that we provide our employees with the tools to meet these expectations. We encourage all our employees to speak up and share any concerns they might have. We will continue to hold ourselves to high standards but are always working to improve, so that we can meet or exceed high expectations. The Guideline below summarizes our approach. We invite you to support these efforts, and let us know if we have areas in which we can improve.

Olympus welcomes any reporting of concerns about unethical or unlawful conduct directly to Olympus Compliance Department, which can be reached directly via email at compliance@olympus.com. Company policy prohibits retaliation against any individual for reporting concerns to the above mentioned email in good faith.

Caroline West
Chief Compliance Officer
Olympus Corporation

1. Background

At Olympus, all our activities are based on our corporate philosophy of "Making people's lives healthier, safer and more fulfilling." Following this philosophy, Olympus affirms its commitment to carrying out responsible actions underpinned by a strong sense of ethics, in addition to strict compliance with laws.

Olympus does not tolerate bribery for the purpose of obtaining illicit benefits or unfair business advantages. In addition, Olympus does not engage in any actions that could be perceived as bribery of any of its business partners, including public officials.

As a signatory to the United Nations Global Compact, Olympus is significantly increasing its efforts to ensure that the Compact's ten principles, including the introduction of practical anti-corruption measures, the protection of human rights, the elimination of unfair labour practices and the management of environmental issues are met.

2. Objective

This guideline summarizes Olympus' approach to the prevention of bribery and corruption. We ask that you familiarize yourself with this approach, which takes into account various anti-bribery laws and regulations both in and outside of Japan, and conduct your business activities accordingly to ensure that all actions that constitute or could be suspected to constitute bribery or corruption are prevented.

Please note that the anti-bribery laws and regulations referred to herein include the following statutes, international conventions, ministerial orders and regulations from both in and outside of Japan. As the laws of some non-Japanese jurisdictions, including those of the United States and the United Kingdom, have extraterritorial ramifications, a number of Japan-based companies doing business globally are required to comply with them as well.

  1. Japan: Unfair Competition Prevention Act (Article 18)
  2. U.S.: Foreign Corrupt Practices Act (FCPA)
  3. U.K.: UK Bribery Act 2010
  4. Equivalent statutes that are based on or concern for the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions

3. Olympus' Approach to the Prevention of Bribery and Corruption

Olympus has set forth internal rules applicable to its Group companies in order to ensure compliance with all anti-bribery laws and regulations.

Prohibition of any acts considered to be bribery with regards to:

(1) Public Officials

The provision, acceptance or promises of and demands for money or other undue favours, and the proposal or authorization of the provision or acceptance thereof to or from public officials or any persons equivalent thereto ("Public Officials") with the intention of influencing their actions or decisions taken or made as part of their duties for the purpose of obtaining illicit benefits are prohibited. Public Officials include domestic or foreign public officials, international public organizations, political parties and members thereof, candidates for any public office and all persons who are potentially regarded as public officials.

(2) Non "Public Officials"

The provision, acceptance or promises of and demands for money or other undue favours and proposals and the authorization of the provision or acceptance thereof with the intention of influencing the recipient's actions or decisions for the purpose of obtaining illicit benefits are prohibited.

Prohibition of bribe acceptance

Money or other undue favours given with the intention of inappropriately influencing corporate or business decisions or business execution of Olympus are not given, accepted, promised, demanded, proposed or authorized.

Definitions:
Definition of Bribery
Bribery refers to the offering, giving, soliciting, or receiving of any item of value as a means of influencing the actions of an individual holding a public or legal duty, in other words, the giving of something of value to someone with the intent of obtaining undue favourable treatment from the recipient.
Forms of Bribery
Money and other undue favours including all cash and cash equivalents, gifts, services, employment, loans, travel expense payments, food and beverages, entertainment and hospitality, including invitations to athletic events, political and charitable contributions, subsidies, per diem allowances, sponsorships, rewards and all other favours or forms of value given under any pretext that benefits the recipient. Note that money and other undue favours, however negligible the amount may be considered bribes and are therefore regulated.
The indirect provision of money or other undue favours through your business partners, customers, agents and intermediaries ("Third Parties") is also prohibited.
Public Officials
"Public Officials" are, whether foreign or domestic, any government employee; a political candidate or party official; a representative of a government-owned/majority-controlled organization; a representative carrying out public services; an employee of a public international organization. This term also refers to immediate family members of the public official, such as spouse, dependent child, or dependent household member, of the above-mentioned individuals.

4. Our Request to You:

We at Olympus vigilantly enforce our anti-bribery policy. We hereby request that you develop a full understanding of the Olympus Approach to the Prevention of Bribery presented above and adhere to the same principles when dealing with Third Parties. To fully ensure that this objective is met, we ask you to take the following steps when contracting or dealing with a Third Party in connection with the performance of your contractual obligations to Olympus.

(1) Due diligence on Third Parties:

When contracting with your business partners, you are requested to conduct a preliminary review on your business partners to preclude any possibility of bribes being exchanged or any similar acts to be committed through such Third Parties.

(2) Anti-bribery provisions in contracts:

Your contracts with Third Parties must include anti-bribery provisions in clauses addressing representations, record-keeping, the right to audit, record control and maintenance, and contract termination, etc.

(3) In-house education:

Please educate all directors and employees of your organization about anti-bribery and corruption regulations to ensure that they will not commit any action that constitutes bribery or be suspected of giving or receiving bribes in any situation. In particular, your directors and employees should be aware that a violation can lead to serious consequences for your organization, including termination of business contracts, fines, and even criminal or civil charges pressed against the individuals responsible.

(4) Monitoring and audits:

We request that you keep track of the progress made in your efforts to prevent Third Parties from offering or accepting bribes and monitor the state of compliance by your organization with regard to your internal rules. Additionally, periodic audits must be conducted to verify the effectiveness and appropriateness of such efforts.

(5) Record keeping:

Please maintain accurate books and records for all your business transaction related to Olympus.

Established on April 1, 2015