Olympus 2010 Annual Report Download - page 25

CORPORATE GOVERNANCE
MANAGEMENT
STRUCTURE
The Olympus Group, which is an active member of society
and shares its sense of values, proposes new value through
its business 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 believes that one
of its key missions is to build and operate an optimal and
appropriate corporate governance structure from a global
perspective.
Corporate Structure with Auditor System
Olympus adopted a corporate structure with an auditor
system based on Japan’s Corporation Law. Our corporate
governance system consists of a Board of Directors, which
audits and supervises the performance of directors; and
auditors and a Board of Auditors, which are independent
from the Board of Directors and audit the performance of
directors. In recent years, listed Japanese companies have
been adopting one of two methods for corporate governance:
a corporate structure with an auditor or a committee system.
Olympus believes that our auditor system-based corporate
governance system is ideally suited to the task of ensuring
efficient and fair management, given the current business
environment. Olympus adheres to the following structure in
its efforts to maintain and improve corporate governance.
The Board of Directors and Corporate Officer Systems
The Board of Directors consists of 15 members, including
three outside directors. In principle, the Board of Directors
meets once per month to make timely decisions regarding
business strategies and other important management mat-
ters and to conduct appropriate oversight of business execu-
tion. Directors are appointed to one-year terms of office,
and the performance of each director is evaluated annually
in order to clearly identify responsibilities. In addition, in
order to enhance eligibility and expertise as a director, all
except outside directors regularly participate in seminars
outside the Company. Furthermore, Olympus established
an Executive Management Committee, which, in principle,
convenes three times per month, to act as a body in support
of the President’s decision making.
To further strengthen corporate governance, Olympus
also adopted 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 number of
executive officers stands at 31.
Outside Directors and Their Principal Activities
Under Japan’s Corporation Law, companies with an auditor
system are not required to have outside directors on their
boards of directors. Olympus, however, appointed Messrs.
Rikiya Fujita, Masanobu Chiba and Junichi Hayashi to serve
as its independent outside directors for the purpose of
introducing objective points of view in its management and
further reinforcing the auditing function in its business
operations. These outside directors participate in Olympus’
Board of Directors’ meetings. As a doctor of medicine Rikiya
Fujita brings a wealth of knowledge and expertise mainly to
the Medical and Life Science Businesses; Masanobu Chiba
has extensive knowledge and expertise from his career
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