Olympus 2010 Annual Report Download - page 26

as a director at Nikkei, Inc. and its group companies; and
Junichi Hayashi offers vast experience from his career in the
securities industry and broad knowledge and expertise as a
director of an investment consulting company.
Junichi Hayashi will act as a member of the Special
Committee, which gives advice to the Company from a
position independent of Olympus’ top management should a
large-scale acquisition (over 20%) of shares be proposed.
Auditors, Board of Auditors
Olympus adopted an auditor system. Japan’s Corporation
Law requires corporations that adopt this system to appoint
three or more auditors, have at least half of all auditors from
outside the Company and establish a Board of Auditors.
At the present time, there are four auditors, including two
outside auditors. Auditors are appointed for four-year terms.
The major functions of the Board of Auditors include
auditing management’s daily activities, such as director per-
formance. In order to fulfill this duty, the Board of Auditors
meets in principle once per month. At Board of Auditors’
meetings, auditors make reports and exchange opinions
regarding the accomplishments of the Board of Directors.
Together with this, the Board of Auditors exchanges views
with the President four times per year, with all other direc-
tors excluding outside directors at least once a year and with
executive officers on a regular basis. Auditors participate in
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
important meetings, including Board of Directors’ meetings,
and periodically exchange opinions with executive officers,
major subsidiaries’ auditors, accounting auditors and the
Internal Audit Department to ensure auditing efficiency.
Outside auditors participate in the Board of Directors’
meetings and will act as members of the Special Committee,
which gives advice to the Company from a position inde-
pendent of Olympus’ top management should a large-scale
acquisition (over 20%) of shares be proposed. In addition,
outside auditors deepen their awareness of Olympus’ source
of value creation through visits to plants and research
centers.
Accounting Auditors
Olympus entered into a contract with Ernst & Young
ShinNihon LLC concerning audits based on the Corporation
Law and accounting audits based on the Financial
Instruments and Exchange Law. In line with the expiration
of the contract term for the previous independent auditor as
of the General Meeting of Shareholders held in June 2009,
Ernst & Young ShinNihon has been approved for appoint-
ment by the meeting. CPAs of the Company’s independent
auditors are periodically replaced. Overseas, Olympus
mainly requests that Ernst & Young Global Limited carry out
accounting audits in accordance with generally accepted
accounting principles in each country.
24 OLYMPUS 2010