Olympus 2012 Annual Report Download - page 13

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consider this to be the most important task for the Board of Directors.
The members of the Board of Directors will work in unison to establish a corporate governance system for a
rebirth of Olympus that will ensure management that is highly appropriate and transparent by the standards of society,
not biased by some internal logic of Olympus.
In the new corporate governance system, Olympus has clearly segregated
business execution and supervision. How do the roles of the chairman and
president differ under the new system?
The division of roles of the chairman and president is crystal clear in Olympus’ current system. The president controls
the overall conduct of business at Olympus.
The main roles of the chairman are to chair and lead the Board of Directors and to take the initiative in supervising
and overseeing the execution of duties by the inside directors and executive officers from a standpoint independent of
management. The position is not chairman of Olympus, but rather chairman of the Board of Directors, a supervisory
function. Accordingly, the chairman does not have right of representation and does not directly participate in decisions
pertaining to business execution. The responsiilites of the chairman of the Board of Directors include participating as an
observer and expressing opinions at meetings of the Executive Management Committee, the body that makes decisions
about business execution. In addition, I personally believe that it is important for the chairman to be a good adviser to
the president. I also believe that the most important job of the chairman is to support the work of the president, and I
hope to fulfill that role.
We acknowledge the Third Party Committee’s finding that previous Board of Directors did not function adequately,
despite institutional sufficiency, with respect to the internal control environment, risk assessment and response,
information communication and monitoring, and failed in their supervision function, which is at the center of corporate
governance and internal control.
Under the new corporate governance system, the composition of the Board of Directors has been completely
transformed. A system has been established to ensure an environment in which management supervision can be fully
realized by having outside directors highly independent from management account for a majority of six of the eleven
directors. Furthermore, since the outside directors appointed by the Nominating Committee express opinions grounded
Q2
Under the new corporate governance system, we aim to regain the trust
of our stakeholders and improve corporate value.
Q3 One finding in the investigative report of the Third Party Committee is that the Board
of Directors was not fulfilling its oversight responsibility. What improvements in this
area have been made with regard to the new corporate governance system?
OLYMPUS 󱚈 Annual Report 2012 11