Olympus 2007 Annual Report Download - page 25

Corporate Governance
Structure Chart General Meeting of Shareholders
Appointment/
dismissal
Appointment/dismissal Appointment/dismissal
Audit
Cooperation
Supervision and appointment/
dismissal of President
Audit
Audit
Board of Auditors
Business Divisions, Corporate Center, Corporate R&D Center,
Corporate Social Responsibility Division, Subsidiaries and Affiliates
Board of Directors
President
DirectorsAuditors
Internal Audit Department
Executive Management
Committee
Global Strategy
Committee
Risk Management
Committee
Accounting
Auditor
Audit
Advice
The Office
of Auditors
Special
Committee
> As an active member of society, the Olympus Group shares
its sense of values and proposes new value through its busi-
ness endeavors, thereby seeking to contribute to people’s
health and happiness. We call this concept “Social IN,”
describing the basic philosophy underlying all our activi-
ties. Based upon this philosophy, Olympus is building an
optimal and appropriate management structure for its glob-
al operations. We believe that constructing an effective
management structure will also lead to enhanced value for
shareholders and all other stakeholders. Olympus adheres
to the following structure in working to improve corporate
governance.
Structure and Functions
> Olympus employs an auditor system, whereby the Board of
Directors and the Board of Auditors supervise, monitor and
audit directors’ execution of their business duties.
The Board of Directors consists of 15 members, including
two outside directors. In principle, the Board of Directors
meets once per month to make timely decisions regard-
ing business strategies and other important management
matters and to conduct appropriate oversight of business
execution. Directors are appointed to one-year terms of
office, and the performance of each director is evaluat-
ed annually in order to clearly identify responsibilities.
To further strengthen corporate governance, Olympus has
introduced an executive officer system that separates the
Board of Directors’ responsibilities for decision-making and
oversight of execution of duties from executive officers’
responsibilities for business execution.
The Board of Auditors is made up of four auditors, includ-
ing two outside auditors, and meets once per month, in
principle. In addition to attending meetings of the Board
of Directors and other important meetings, auditors serve
to ensure effective oversight by regularly holding delibera-
tions with directors, executive officers, accounting auditors
and the Internal Audit Department.
At the Ordinary General Meeting of Shareholders held
in June 2006, anti-takeover measures were approved in
order to deter large volume purchases of the Company’s
shares that are thought to detract from corporate value or
work against shareholder interests. To objectively judge
the pros and cons of acquisition defenses, Olympus has
established an independent special committee composed
of the two outside directors, two outside auditors and one
other expert from outside of the Company.
To further develop and strengthen the Imaging Systems
Business and the Medical Systems Business, the two were
spun off to form Olympus Imaging Corp. and Olympus
Medical Systems Corp., respectively, in October 2004.
Olympus also spun off major overseas subsidiaries as
appropriate, establishing a global structure capable of
matching the features and speed of its businesses with
market needs.
Corporate Governance
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