Olympus 2012 Annual Report Download - page 18

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Corporate Governance
the Olympus Group Corporate Conduct Charter and Olympus
Group Code of Conduct and other basic policies and internal
corporate regulations.
(b) The Board of Directors shall establish the Compliance Committee
chaired by an outside director as a body to oversee and improve
the compliance system. It shall also establish a compliance
promotion system by appointing an officer in charge of compliance,
CCO (chief compliance officer), and by creating a department in
charge of Groupwide compliance. The department in charge of
Groupwide compliance shall be responsible for the improvement
of the Group compliance system based on Global Compliance
Guidelines. Furthermore, it shall continue to educate directors and
employees and implement measures relating to assessment. It
shall establish a helpline for the purpose of consultation or
requesting information on compliance-related issues and develop
a system to report the details of such issues, if they arise, to the
Board of Directors and the Board of Auditors.
(c) Olympus shall set up a CSR Committee chaired by the president
and regularly hold meetings to set objectives for and evaluate CSR
activities. The Committee shall promote measures to realize the
Olympus Group Corporate Conduct Charter and Olympus Group
Code of Conduct in order to foster compliance with laws and
regulations and high ethical standards.
(d) Olympus shall establish the Group Internal Audit Office, to directly
report to the President. The Group Internal Audit Office shall,
pursuant to the provisions of the Internal Audit Regulations,
periodically conduct internal audits of all business operations with
respect to compliance with laws and regulations, the Articles of
Incorporation, internal rules and regulations, and the
appropriateness of business execution procedures and details,
and other matters.
(e) In order to ensure the appropriateness and reliability of financial
reporting, the Group Audit Office shall conduct ongoing
improvements by regularly evaluating its activities and operations
to ensure that control functions relating to financial reporting work
effectively under the internal control system.
(f) The Administration Department shall be responsible for cooperating
with lawyers, the police, and other parties to systematically and
resolutely deal with antisocial forces and organizations that threaten
social order and safety.
2. Framework for the maintenance of records and management of
information in relation to the execution of duties by directors
(a) Pursuant to applicable laws and regulations and internal corporate
regulations, including the internal rules on document
management, Olympus shall maintain and manage documents or
electronic data.
(b) Directors and corporate auditors may access important documents,
such as the minutes of a meeting of the Board of Directors and
authorizations, at any time.
Risk Control Structure
Olympus newly formed the CSR Committee in 2011 and is
strengthening activities pertaining to risk management. Olympus has
established risk management rules, a Risk Management Committee
based on those rules, and made decisions on risk management
policies and evaluation, verification, and procedural guidelines.
Furthermore, Olympus has set up a Risk Management Bureau
with a full-time staff that collects and assesses information,
formulates countermeasures, and ensures their effectiveness. In
addition, each in-house company, business site, and affiliate has
developed its own risk management structure. Should any risks arise
that could have a significant impact on the maintenance of Olympus
corporate value, such risks are immediately reported to the president
and the Risk Management Committee, who determine appropriate
countermeasures and ensure prompt resolution of the issue. Olympus
is also developing a structure to minimize the impact on corporate
value even in time of a developing crisis.
At the time of the Great East Japan Earthquake of March 2011,
Olympus concentrated on implementing business continuity activities
and was able to quickly restore operations. On the basis of this
experience, Olympus is reviewing its disaster preparedness manual
and business continuity plan (BCP).
OLYMPUS 󱚈 Annual Report 2012
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