Olympus 2015 Annual Report Download - page 28

Activity Times conducted Details
Conference on results for institutional
investors and analysts 4 Meetings held quarterly (May, August, November, and February) to explain topics from the period, focused on financial performance and forecasts
Facility tours and study sessions 3 Tours and study sessions of plants, repair centers, training centers, and other facilities
Conference call for overseas
institutional investors 4 Teleconferences with overseas institutional investors held on the day of financial results presentations for each quarter
Overseas IR roadshow 5 Meetings for institutional investors in which the president and CFO visit overseas sites
Meetings for individual investors 11 Meetings held at branch offices of securities companies
Uploading of IR information to
corporate website As required Posting of financial results and other timely disclosure materials, intellectual property reports, and fact books as well as information on CSR and environmental activities
Investor Relations (IR) Activities
The following investor relations activities were conducted in fiscal 2015.
Basic Policies for Information Disclosure
In addition to conducting appropriate disclosure as mandated
by laws and regulations, the Company also strives to transmit
information in various forms on its own accord in order to
ensure the transparency and impartiality of decision making
and realize effective governance. These forms include
Olympus’ corporate website, annual reports, and shareholder
newsletters as well as voluntarily released timely disclosure
documents. In issuing these communications, directors take
care to ensure that all information disclosed is not only easy
to understand but is also valuable to the target recipients.
Furthermore, as a large portion of the Company’s shareholders
are not Japanese, we provide English-language versions of
the majority of these information disclosures.
Communication with Stakeholders
At Olympus, the president, director in charge of finance,
heads of businesses, outside directors, and other members
of management actively engage in communication with
shareholders, and we have installed systems for incorporating
shareholder feedback into management. Moreover, top-level
managers explain the Company’s management policies directly
to shareholders at the general meeting of shareholders as well
as during shareholder interviews. We also provide clear and
easy-to-understand explanations on these policies at financial
results briefings, through annual reports, and on Olympus’
corporate website.
Furthermore, to protect the rights of shareholders, convo-
cation notices for the general meeting of shareholders are
sent at the earliest date possible and are made to include
a comprehensive range of information. In addition, English-
language versions of convocation notices are uploaded onto
the Company’s corporate website, and we take other steps
to guarantee that such information is provided fairly to all
shareholders, including those overseas, and thereby ensure
that shareholders have ample information and sufficient time
to properly exercise their voting rights.
To increase the overall effectiveness of the Board of Directors and improve corporate value, the Company institutes
analyses and evaluations of the Board of Directors. Third-party perspectives are employed as part of this process. The
results of these analyses and evaluations are disclosed.
WEB Evaluation of Effectiveness of the Board of Directors:
http://www.olympus-global.com/en/ir/policy/governance/
Method of Evaluation
In cooperation with an external consulting firm, the Company prepared a questionnaire on the effectiveness of its Board of
Directors and individual committees (Nominating Committee, Compensation Committee), and their relationships with investors
and shareholders. This questionnaire was distributed to each director and audit & supervisory board member, and the Com-
pany received answers from all of the respondents. With these replies from the directors and audit & supervisory board
members as well as feedback from the external consulting firm, the Company did an analysis and evaluation regarding
theeffectiveness of its Board of Directors.
Main items in the questionnaire for the evaluation of Board Of Directors
1. Composition of the Board of Directors 6. Support system for outside directors
2. General operation of the Board of Directors 7. Roles and expectations of the audit & supervisory board members
3. Composition and roles of individual committees
(Nominating Committee, Compensation Committee) 8. Relationship with investors and shareholders
4. General operation of the Nominating Committee 9. Governance system, effectiveness of the Board of Directors in general
5. General operation of the Compensation Committee
Results of Analysis and Evaluation of the Effectiveness of the Board of Directors
As a result, the Company confirmed that adequate support,
such as briefings prior to board meetings and Olympus
facility tours conducted for outside directors and audit &
supervisory board members to further their understanding of
the Company, had led to active discussions at board meet-
ings involving audit & supervisory board members, where
outside directors with a wide range of experience and
exper-
tise had previously been in the majority. It also confirmed that
individual committees (Nominating Committee, Compen
sa-
tion Committee) had properly fulfilled their required roles.
Based on the abovementioned analysis results and others,
the Board of Directors of the Company evaluated that the
effectiveness of the board had been sufficiently established
for the purposes of approving important managerial matters
and properly supervising business operations.
Meanwhile, the Board of Directors of the Company
acknowledged that their discussions had a relative tendency
to focus on time-critical significant issues, such as dealing
with risks, improving the corporate governance structure,
and responding to compliance issues. It also acknowledged
that in its relationships with investors and shareholders, it
had made efforts to communicate the Company’s long-term
competitive advantage and status of improvement in the
corporate governance structure, and that there had been
a lack of systematic and organized feedback to the Board
of Directors of the Company in terms of evaluations by its
investors and shareholders.
Issues for the Future and How to Address them Based on Analysis and Evaluation
Based on the analysis and evaluation stated above, the Company intends to focus on and address the following issues in particular.
More complete discussions on
medium- and long-term managerial
issues at board meetings
We will hold more complete discussions on medium- and long-term managerial issues at board meetings. In
particular, we will formulate a new medium-term management plan this fiscal year and will hold more complete
discussions on significant issues based on the state of medium- and long-term competition in business opera-
tions as well as on market trends in the course of formulating the plan. In addition, as part of such efforts, in
relation to the Executive Management Committee, we will also consider review of the Board of Directors’ agenda.
Enhanced feedback to the board
on evaluations of the Company
by the capital market
(investors and shareholders)
We will provide the Board of Directors of the Company with systematic and organized feedback from the capital
market (investors and shareholders), including evaluations of the Company by individual investors and share-
holders and reports on overall IR activities as well as the executor side’s analysis and policy on how to respond.
Evaluation Results Regarding Effectiveness of Board of Directors
Response to the Corporate Governance Code
Following the 2014 revision of the government’s Japan
Revitalization Strategy, the Corporate Governance
Code was established in March 2015 as a compilation
of principles for effective corporate governance by
listed companies.
Since the institution of the new management team in
2012, Olympus has continued to strengthen its corporate
governance systems, positioning this as a top manage-
ment priority. In light of the establishment of the code,
Olympus expressed its endorsement and newly formu-
lated the Basic Policy for Corporate Governance based
on the code. We then quickly set about implementing
the code’s principles.
The Basic Policy for Corporate Governance can be viewed in its entirety on the
Company’s corporate website and in its corporate governance reports.
WEB Basic Policy for Corporate Governance:
http://www.olympus-global.com/en/ir/policy/governance/
Corporate Governance
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OLYMPUS Annual Report 2015
52 OLYMPUS Annual Report 2015
Foundations Necessary for Growth