Olympus' Corporate Conduct Charter: Olympus Group Code of Ethics

Implementation

Olympus Corporation adopted this Code of Ethics on June 20, 2012.
It is a set of fundamental internal rules and practices that must be observed by all executives and employees of the Olympus Group.

"The Olympus Group" under this Code of Ethics shall be defined as Olympus Corporation, its consolidated subsidiaries, and companies that Olympus Corporation substantially controls.

"Executives" shall mean the board of directors, auditors, executive officers and similar personnel of companies within the Olympus Group. Likewise, "employees" shall mean all full-time employees, temporary staff, temporary employees, part-time employees and casual employees of the Olympus Group.

Revision of the Code of Ethics requires approval from Olympus Corporation's Board of Directors. Full or partial exemptions from, or any suspended applications of, the Code of Ethics are subject to prior approval by the board, or by a proxy delegated by the board.

All Olympus Group companies are expected to recognize the current and any future revised versions of the Code of Ethics as internal rules, and ensure that all executives and employees understand them. Each company is expected to implement the necessary measures to facilitate full compliance.

Also, each company in the Olympus Group shall be able to formulate their own codes of Ethics in the spirit of this document and with due consideration of the laws and regulations, social practices of their country, and of their own business characteristics.

Violations of this Code of Ethics shall be sanctionable under relevant laws and regulations as well as the rules of each company in the Olympus Group.

I. Basic Principles

1. Purpose

The Olympus Group Code of Ethics (hereafter Code of Ethics) is a set of fundamental internal rules and practices that must be followed by the executives and employees of the Olympus Group to realize the objectives of the Olympus Group Corporate Conduct Charter.

2. Basic Conduct

  • In conducting corporate activities, executives and employees will strive to understand and respect the cultures and practices of each country and region in which the Group operates. Executives and employees will also comply with all applicable laws, regulations and rules and will act with a strong sense of ethics as members of society. Therefore, the pursuit of profit through any activity that violates laws, regulations or ethics is strictly forbidden.
  • Each executive and employee will always act with full awareness of the importance of building a strong, positive identity for the Olympus brand through providing high-quality products and services and through their relationships with customers and business partners.
  • Executives shall make every effort to prioritize this Code of Ethics in their activities and disseminate it within the Group as part of their duty to realize the objectives of the Olympus Group Corporate Conduct Charter.

3. Consideration of the Impact on Stakeholders

Given that the activities of the Olympus Group directly and indirectly impact society in various ways, we recognize that, in order to sustain a sound business, our decision making should reflect a consideration for all stakeholders, including customers, business partners, shareholders, employees, local communities and other organizations. Executives and employees will conduct their daily business operations with this in mind.

4. Appropriate Decision Making and Avoidance of Conflict of Interest

Business decisions by executives and employees of the Olympus Group shall be made based on reliable information, good faith and confidence that the decision is the best choice for the Olympus Group. The executives and employees should ascertain if a decision meets the following conditions as minimum requirements:

  • The decision should comply with relevant laws and regulations and the internal rules and policies of the company.
  • The decision maker does not stand to personally gain from the decision.
  • The decision is within the authority granted by the company to the decision maker.
  • The decision is based on reliable information, gathered to provide a decision maker with as much relevant information as possible.
  • The decision should be derived through thorough and conscientious deliberation of the best choice for the company.
  • There is no abuse of discretionary power.

Executives and managers of the Olympus Group will be required to do due diligence in designing an organizational structure that excludes potential conflicts of interest.

5. Whistleblower System

If the company's executives or employees discover any conduct to be in violation of the Code of Ethics, if such a violation is suspected, or if any assistance is needed to resolve a matter not within the current scope of the Code of Ethics, they must report to and/or consult with their superiors or the relevant department. However, if the employee has difficulty in reporting to his or her superiors or the relevant Compliance Department, the employee may use an appropriate external reporting system (i.e., Compliance Integrity Hotline or Compliance Help Line).
The consultation and the act of reporting as well as the content of any such dialogue will be held in the strictest confidentiality; honestly raising legal and/or ethical concerns shall not disadvantage the reporter in any way. All reports are treated with utmost discretion.

II. Code of Ethics

INtegrity (Integrity in Society)

1. High Ethical Standards

1-1 Free Competition and Fair Transactions
(1) Fair Transactions
  • Executives and employees will conduct transactions fairly, in compliance with applicable laws and regulations, and in line with relevant contracts as well as general business practices and social norms.
  • Executives and employees will observe the laws and regulations related to free competition, including antitrust laws, and will not engage in improper activities such as bid-rigging.
  • Executives and employees will not abuse the company's principal position to cause inappropriate disadvantage to their business partners.
(2) Import and Export Management
In order to preserve international peace and security, executives and employees will conduct appropriate import and export activities in compliance with all applicable local and international laws, regulations, rules and business standards.
1-2 Management of Company Assets
(1) Preservation of Company Assets
  • Executives and employees will appropriately manage tangible and intangible company assets and will not use them for non-business or private purposes.
  • Executives and employees will responsibly safeguard the intellectual property (including inventions, ideas, designs, trademarks, copyrights and trade secrets) generated from their work for the company and aggressively promote it as the intellectual property of the company.
  • Executives and employees will not inappropriately use the intellectual property of others or infringe upon others' intellectual property rights.
(2) Prohibition of Using the Company Internet for Personal Purposes
Executives and employees will not use the company's Internet for receiving or sending information for private purposes.
1-3 Management of Proprietary Information
(1) Documents and Reports
Executives and employees will create necessary documents and reports, including accounting and financial records, accurately and in good faith and manage them appropriately. No document which is either fictitious or misleading in nature should be created.
(2) Protection of Confidential Information
  • Executives and employees will diligently protect and manage confidential information according to the Information Security Policy. They will not use it inappropriately during and after their time of employment at the company.
  • Executives and employees will appropriately obtain, use, and manage personal information about customers, shareholders, executives, employees and business partners' employees in accordance with appropriate laws, regulations and company rules.
  • Executives and employees will not take any actions that may risk or damage the information assets' value to the company or to others, such as unauthorized access through the Internet.
(3) Trustworthy Public Relations and Advertising
  • Executives and employees of the company's investor relations and public relations departments are expected to disclose corporate information, such as management policies and business activities, in a timely manner to retain the understanding and trust of all stakeholders.
  • If contacted by or when contacting media sources, such as newspapers, magazines, and television stations, executives and employees will obtain the approval of the public relations manager of the company prior to disclosing information.
  • In advertising and marketing activities, executives and employees will maintain an appropriate and professional corporate image by using accurate and appropriate imagery and language and by avoiding any content that is discriminatory, defamatory or misleading.
  • Executives and employees will refrain from posting personal opinions or information about Olympus, its business partners, etc. in the media, as well as on the Internet, whether or not such information is beneficial or harmful.
(4) Prohibition of Insider Trading
Executives and employees will not buy or sell stocks while in possession of non-public information obtained through their work.
1-4 A Sound Relationship with Society
(1) Restrictions on Gift-Giving and Business Entertainment
  • Executives and employees will not offer, give, or receive any gift, benefit or business entertainment with business partners or others beyond general business practices and social norms.
  • Executives and employees will not seek personal gain from business partners or others.
  • Executives and employees will not give or offer inappropriate monetary disbursements, including promises thereof, to business partners.
  • Executives and employees will not participate in any act suggesting the possibility of bribery of public officials, including those of foreign countries, or officials or staff of government-affiliated institutions, including international organizations.
(2) Political Activities
Executives and employees will not make illegal political contributions or provide illicit support for election activities through their corporate activities.
(3) Prohibition of Involvement in AntiSocial Activities
Executives and employees will not have any relationship, either directly or indirectly, with antisocial forces or organizations that threaten the order and safety of society and will not do anything to encourage such activities.

2. Respect for Human Rights

2-1 Respect for Individual Rights
  • Respecting all internationally recognized human rights, executives and employees will not use discriminatory expressions regarding race, beliefs, gender, age, social position, family lineage, nationality, ethnicity, religion or disability in any corporate activities.
  • Directors and employees will not engage in any act that creates an intimidating, hostile, or offensive working environment, including sexual harassment.
2-2 Rejection of Inappropriate Labor

Executives and employees will respect all internationally recognized human rights and will reject forced, illegal or child labor in all countries and regions.

INnovation (Creating Innovative Value)

3. Delivering Innovative Value

3-1 Increase Customer Satisfaction
  • Executives and employees are expected to be aware of trends around the world and to pursue business ideas in tune with customer needs and desires.
  • Every executive and employee will strive to develop and provide safe, high-quality products and services that are meaningful from the customers' perspective.
  • Executives and employees are expected to respond sincerely, in a timely manner and precisely to customer requests.
3-2 Providing Information to Customers

Executives and employees will speedily and appropriately provide necessary information to customers.

4. Working Environments with Vitality

4-1 Ensuring Safety and Cleanliness

Executives and employees will strive to prevent occupational injuries and maintain the health of employees by creating a safe and clean workplace.

4-2 Establishment of a Sound Working Environment
  • Executives and employees will strive to foster a corporate culture where opinions and questions may be freely expressed in a cooperative manner with respect for individuality and diversity.
  • Executives and employees will share information without seeking to hide or obfuscate unfavorable truths and make decisions employing a transparent process.
  • Directors and employees will strive to create an organization that effectively promotes and develops the abilities of each employee.
  • Executives and employees are expected to follow policies, regulations and standards while striving for the highest level of skill and knowledge to deliver innovative value to society and our customers.

INvolvement (Social Involvement)

5. Harmony with the Environment

5-1 Efforts to Protect the Environment
  • Executives and employees will develop safe and environmentally friendly products and production technologies, and will inform the public about the company's environmental initiatives and achievements in a timely manner.
  • Executives and employees will put voluntary standards and internal rules in place, and assess the environmental impact at each stage of the product life-cycle, including development, production and sales.
  • Executives and employees will promote recycling activities, including waste retrieval, while implementing resource and energy conservation initiatives.
  • Executives and employees are expected to develop a deeper understanding of global environment and biodiversity conservation issues and to take initiative in protecting the environment at home, in the workplace and in society.

6. Contributions to Society

6-1 Relationship with Local Communities

Recognizing that cooperation with local communities is essential to the mutual development of those communities and the Olympus Group, its executives and employees will strive to understand, and will respect, the cultures and practices of the countries and regions in which they conduct business.

6-2 Giving Back to Society
  • Executives and employees will strive to fulfill their role as good citizens by continuously supporting and promoting cultural, educational and volunteer activities.
  • Executives and employees will strive to develop mutual understanding through active communication with people living in the countries and regions in which they conduct business and implementing community-based activities that contribute to society.