Olympus 2011 Annual Report Download - page 29

OLYMPUS 2011 27
with executive officers, major subsidiaries’ auditors,
accounting auditors and the Internal Audit Department to
ensure auditing efficiency. Outside auditors also serve as
members of the Special Committee.
Internal Controls
Olympus established the CSR Committee chaired by the
president to set up and evaluate targets with regard to
CSR activities while putting in place the Olympus Group
Corporate Conduct Charter and the Olympus Group Code of
Conduct to share its sense of values and action principles on
a global scale. In addition to comprehensive in-house rules,
we established a unique, Companywide set of operational
standards—the Olympus International Standards (OIS)—to
act as an employee code of behavior. As a company that spe-
cifically engages in the Medical Systems Business, which
offers products that directly affect human health, Olympus
is responsible for ensuring high-level product safety,
quality and services. Based on this view, we established the
Pharmaceutical Affairs Div. to develop rules and standards
in Pharmaceutical Affairs Law-related fields to comply
with a host of regulations around the world. Furthermore,
Olympus established an Ethics Committee comprising
knowledgeable people in order to conduct investigations in
the area of bioethics upon the commencement of regenera-
tive medicine and genome businesses.
Olympus also established the Compliance Department
to further strengthen its compliance structure and set up
a helpline as a point of contact for any employee inquiries
about compliance. Should compliance-related problems
arise, Olympus has in place a system that enables the direc-
tors responsible to report problems to the Board of Directors
and the Board of Auditors.
Risk Control Structure
As part of its risk management rules, the Company
established a Risk Management Committee, chaired by the
president, to decide on risk management policies and the
evaluation, verification and procedural standards to respond
to such risks. In addition, the CSR Committee reports
and deliberates on plans and measures regarding risk
management as part of the consolidation and maintenance
of the risk management structure. Furthermore, Olympus
set up a Risk Management Bureau to collect and assess
information, formulate countermeasures and ensure the
effectiveness of any countermeasures initiated by full-time
staff. Simultaneously, each in-house company, business
site and affiliate company has developed its own risk
management structure. Should any risks arise that could
have a significant impact on the maintenance of Olympus’s
corporate value, such risks shall be immediately reported
to the president and the Risk Management Committee to
determine the appropriate countermeasures and seek the
prompt settlement of the issue.
To ensure adherence to its management policy in the
event that any emergency case occurs, Olympus set up the
Business Continuity Plan (BCP) and disseminates relevant
information across the board, striving to prepare for emer-
gency cases.
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. In order to make objective
judgments concerning the positive and negative aspects
of anti-takeover measures, Olympus established a Special
Committee made up of one outside director and two outside
auditors. This committee is independent of the Company’s
top management. Should a purchaser acquire over 20% of
Olympus’s share certificates or other equity securities, the
Special Committee will advise from its standpoint indepen-
dent from the Company’s top management. The Board of
Directors can call an Extraordinary Meeting of Shareholders
to confirm the measures’ approval upon necessity.