Olympus 2012 Annual Report Download - page 17

directors, and nominations for directors are approved by a majority of
voting rights of the shareholders present at the general meeting of
shareholders where shareholders holding one third or more of the
voting rights of shareholders are entitled to exercise voting rights.
Olympus’ Executive Management Committee meets three times
per month, in principle, to assist the president and chief operating
officer (COO) with decision making by deliberating on important
matters. The Executive Management Committee consists
of the president, the managers of the business division and other
organizations and the chief compliance officer (CCO), while the
chairman of the board and the standing corporate auditors participate
as observers.
Olympus has adopted a corporate auditor system. Two of the 4
corporate auditors are outside auditors. Of the 2 outside auditors, Mr.
Nobuo Nagoya is a certified public accountant and has considerable
knowledge of finance and accounting. One of the 2 standing auditors
was recruited from outside Olympus. Olympus has established the
Corporate Auditors’ Office to support corporate auditors and assigned
full-time employees to assist with their work. In principle, the Board
of Auditors, like the Board of Directors, meets once per month. The
corporate auditors attend important meetings, including Board of
Directors’ meetings, and periodically exchange opinions with directors
and executive officers. In particular, in principle, they exchange
opinions with the representative director four times per year.
Furthermore, the corporate auditors receive periodic reports from
independent auditors about matters such as the annual audit plan,
matters related to the quarterly closing of accounts, and year-end
audit reporting and exchange opinions with the independent auditors
as necessary.
Olympus will voluntarily establish independent committees (the
Nominating Committee and Compensation Committee) comprising a
majority of outside directors who will share their views and offer
advice to the Board of Directors concerning the nomination of
candidates for director, corporate auditor, president, and chairman
and the compensation of directors.
The Group Internal Audit Office, an internal audit organization of
19 members, evaluates the development and implementation of
internal controls, conducts compliance audits, systems audits, and
other audits in accordance with an annual audit plan approved by the
president, reports audit findings to the president and the Board of
Directors, and also reports to the Board of Auditors.
As described above, Olympus seeks to enhance the management
oversight function by appointing outside directors and outside
auditors; it has enhanced the audit structure by establishing the
Corporate Auditors’ Office and the Internal Audit Office. Olympus
believes that the current governance structure is an appropriate
structure for Olympus.
Outside Directors and Outside Corporate Auditors
Olympus has strengthened the corporate governance structure by
appointing 6 outside directors out of its 11 directors and utilizing their
objective standpoint, wealth of experience, and extensive knowledge
of management. Furthermore, Olympus has increased the objectivity
and fairness of management oversight by appointing 2 outside
auditors out of the 4 corporate auditors.
Olympus has designated 6 outside directors and 2 outside
corporate auditors as independent officers pursuant to the rules for
listed companies stipulated by the Tokyo Stock Exchange.
Internal Controls
Olympus seeks to contribute to people’s health and happiness. 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.
1. Framework to ensure compliance with applicable laws and
regulations as well as the Articles of Incorporation of directors
and employees when performing their duties:
(a) In order to ensure a system whereby directors and employees
perform their duties in compliance with laws and regulations and
the Articles of Incorporation, the Board of Directors shall establish
OLYMPUS 󱚈 Annual Report 2012 15