Olympus 2010 Annual Report Download - page 27

and two outside auditors. This committee is independent of
the Company’s top management.
Should a purchaser acquire over 20% of Olympus’
share certificates or other equity securities, the Special
Committee examines information and future plans provided
by both the purchaser and the Company’s Board of Directors.
At the same time, the committee holds discussions with the
purchaser while disclosing information relevant to Olympus’
shareholders. In cases where findings from these activities
satisfy requirements for executing anti-takeover measures,
the committee advises the Board of Directors to undertake
the gratis allotment of stock acquisitions rights (shinkabu
yoyakuken mushou wariate.) In addition, the Board of
Directors can call an Extraordinary Meeting of Shareholders
to confirm the measures’ approval upon necessity.
Company Spin-Offs
To strengthen and improve the Imaging Systems and Medical
Systems Businesses, Olympus spun off both and established
Olympus Imaging Corp. and Olympus Medical Systems Corp.
in October 2004. Olympus has also implemented company
spin-offs at major overseas subsidiaries to establish a glo-
balized system, to enhance market responsiveness tailored
to the characteristics of each business and to accelerate
business operations.
Performance Indicator
The Olympus Group has adopted the Olympus Value Added
(OVA) performance indicator. This enables the presentation
of business operation results in consideration of capital
cost. Consequently, Olympus OVA serves as a guideline and
indicator for the selection and concentration of businesses.
IR Activities
Olympus proactively discloses information to fulfill its cor-
porate accountability, to ensure management transparency
and in order that its stakeholders, including shareholders,
gain a better understanding of and develop trust for the
Olympus Group. Several times a year, Olympus also holds
financial result meetings and other similar events, in which
the president or the director responsible provides explana-
tions to investors, analysts and members of the press on
management policies and business conditions. Overseas,
the Company commenced IR activities in the early 1970s to
provide opportunities to disclose information to overseas
investors. Since 2007, Olympus has been joining forces with
several major medical-related companies and holding brief-
ings mainly for individual investors several times a year.
Olympus has provided details of its corporate strategic plan,
financial results and presentation data, including concurrent
disclosure in both Japanese and English, on its web site.
Appointment of Directors and Auditors
Director appointments and dismissals are determined at
the General Meeting of Shareholders. The Board of Directors
selects candidates for the position of director, passing
its proposals to the General Meeting of Shareholders for
approval. Auditor appointments and dismissals also require
approval from the General Meeting of Shareholders.
Director and Auditor Compensation
Director compensation is determined by the Board of
Directors, depending on the individual director’s job descrip-
tion. Olympus introduced a balance score card (BSC) system
and a performance-linked executive compensation system
based on the degree to which goals are achieved in four cat-
egories: financial, customer service, business operation pro-
cess and growth potential. The total amount of a director’s
monthly compensation is approved by the General Meeting
of Shareholders, the Board of Directors deciding on a figure
for each director’s compensation that falls within this
amount. The cap on total auditor compensation is approved
by a resolution by the General Meeting of Shareholders,
and compensation for each auditor is determined through
deliberations among auditors within the cap.
Following a review of its compensation system for
directors and auditors carried out as a part of management
reforms, Olympus abolished its executive retirement ben-
efits system in June 2006.
Olympus does not exercise stock options. However, all
of its directors possess the Company’s own shares and all
directors, excluding outside directors, are able to purchase
them at any time through the shareholders’ association.
Olympus discloses information regarding directors’ share
ownership.
Anti-Takeover Measures
Olympus introduced anti-takeover measures to prevent
large-scale purchases of the Company’s shares, which
would run counter to our corporate values and shareholder
interests. These anti-takeover measures remain effective
for three years from their introduction. The renewal of these
measures requires the approval of the General Meeting
of Shareholders, ensuring that the common interest of
shareholders is protected. The June 2009 General Meeting of
Shareholders approved partial revisions and updates of the
basic policies and general clauses, which have been revised
and updated consequently.
This is prior warning-type rights plan stipulates a gratis
issue of stock options in case of emergencies. In order to
make objective judgments concerning the positive and
negative aspects of anti-takeover measures, Olympus estab-
lished a Special Committee made up of one outside director
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