Olympus 2012 Annual Report Download - page 16

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Basic Policy on Corporate Governance
Olympus as an active member of society that shares its values, seeks
to contribute to people’s health and happiness by proposing new
value through its business endeavors. We call this aim “Social IN” and
make it the core philosophy that underlies all of our activities. In
accordance with this philosophy, the Board of Directors seeks to
develop, operate, and continuously improve the corporate governance
structure to ensure the appropriateness and reliability of financial
reporting and the effectiveness and efficiency of business operations.
Corporate Governance Structure
The Board of Directors consists of 11 members, including a majority
of 6 outside directors. In principle, the Board of Directors meets once
per month, and strives to make timely decisions regarding Olympus’
business strategies and other important management matters and to
exercise appropriate oversight of business execution. A corporate
officer other than the president (the chairman of the board) chairs
meetings of the Board of Directors. The term of office of directors is
one year, and Olympus clarifies the responsibilities of directors by
assessing their performance each year. 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, to
strengthen corporate governance, 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, and has set a maximum
tenure period for the president, a maximum tenure period for
executive officers of business divisions, and a maximum age for
corporate officers.
Olympus’ Articles of Incorporation provide for a maximum of 15
General Meeting of Shareholders
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Corporate Governance Structure (Summary)
Corporate Governance
OLYMPUS 󱚈 Annual Report 2012
14