Olympus 2013 Annual Report Download - page 26

48 OLYMPUS Annual Report 2013 49OLYMPUS Annual Report 2013
Corporate Governance
Realization
Basic Policy on Corporate Governance
The Olympus Group strives to realize better health and
happiness for people by being an integral member of
society, sharing common values, and proposing new values
through its business activities. We call this aim “Social IN”
and make it the core philosophy that underlies all of our
activities. In accordance with this philosophy, the Board of
Directors seeks to develop, operate, and continuously
improve the corporate governance structure to ensure the
appropriateness and reliability of fi nancial reporting and the
effectiveness and effi ciency of business operations.
Corporate Governance Structure
The Board of Directors consists of 13 members, including
a majority of 8 outside directors. In principle, the Board of
Directors meets once per month and strives to make timely
decisions regarding the Company’s business strategies
and other important management matters and to exercise
appropriate oversight of business execution. A corporate
offi cer other than the president (the chairman of the board)
chairs meetings of the Board of Directors. Olympus
expects the 8 outside directors to apply their specialized
expertise in management by engaging in decision making
and oversight over the Board of Directors from an
independent perspective. Furthermore, the Board of
Directors requests reports on matters that are decided
by the Executive Management Committee or by the
president. In this manner, the Company is strengthening
governance from the perspectives of sharing information
and monitoring, thereby creating systems for better
ensuring the soundness of management.
Olympus has adopted an executive offi cer system, which
segregates the decision-making function and supervisory
function of the Board of Directors from the business execution
function of the executive offi cers. In addition, the Company
has set a maximum tenure period for the president and a
maximum age for directors and executive offi cers. These
restraints are in place to prevent inappropriate activities from
occurring due to extended tenures of corporate offi cers.
Outside Directors and Audit & Supervisory Board Members
Olympus has strengthened the corporate governance
structure by appointing 8 outside directors, representing
a majority of its 13 directors, and utilizing their objective
standpoint, wealth of experience, and extensive knowledge
of management. Furthermore, Olympus has increased the
objectivity and fairness of management oversight by
appointing 2 outside audit & supervisory board members
out of the 4 audit & supervisory board members.
Olympus has designated 7 outside directors,
representing a majority of the members of the Board of
Directors, and 2 outside audit & supervisory board
members as independent officers pursuant to the rules for
listed companies stipulated by the Tokyo Stock Exchange.
Corporate Offi cer Compensation
The upper limits for the monthly compensation of directors
and audit & supervisory board members as well as director
bonuses are decided at the general meeting of shareholders.
Director compensation is decided by the Board of
Directors in accordance with the Director Compensation
Guidelines based on the recommendations of the
Compensation Committee, which is comprised of a majority
of highly independent outside directors. Audit & supervisory
board member compensation is decided by the Audit &
Supervisory Board in the same manner. Bonuses are not
paid to audit & supervisory board members to maintain
their standing as independent from business execution.
Strengthening of Audit and Supervisory Functions
Olympus is a company with the Audit & Supervisory Board
system. Two of the four audit & supervisory board members
are outside audit & supervisory board members. One of the
two standing audit & supervisory board members was
recruited from outside Olympus to guarantee the strength
of supervisory functions. Olympus has established the
Corporate Auditors’ Offi ce to support audit & supervisory
board members and assigned full-time employees to assist
with their work. In principle, the Audit & Supervisory Board,
like the Board of Directors, meets once per month.
In accordance with the Rules of the Audit & Supervisory
Board and the Audit & Supervisory Board Members’ Audit
Standard, the audit & supervisory board members attend
important meetings, including Board of Directors’ meetings,
and periodically exchange opinions with directors and
executive offi cers. In principle, they exchange opinions with
the representative director four times per year.
Corporate Governance Structure
Overview of Corporate Governance Structure
Outside directors Reason for appointment Attendance at meetings of the Board of
Directors (Met 21 times in  scal 2013)
Takuya Goto* Mr. Goto was appointed so that his extensive experience and diverse knowledge as a business
manager at Kao Corporation may be applied to the Company’s management. 21/21
Shiro Hiruta* Mr. Hiruta was appointed so that his extensive experience and diverse knowledge as a business
manager at Asahi Kasei Corporation may be applied to the Company’s management. 20/21
Sumitaka Fujita* Mr. Fujita was appointed so that his extensive experience and diverse knowledge as a business
manager at ITOCHU Corporation may be applied to the Company’s management. 20/21
Motoyoshi Nishikawa*
Mr. Nishikawa was appointed so that his extensive experience and diverse knowledge as a business
manager at Nippon Steel Corporation (current Nippon Steel & Sumitomo Metal Corporation) as well as
his diverse knowledge as an attorney may be applied to the Company’s management. 21/21
Hikari Imai*
Mr. Imai was appointed so that his extensive experience and diverse knowledge as a business manager
at Merrill Lynch Japan Securities Co., Ltd., and RECOF Corporation may be applied to the Company’s
management.
21/21
Kiyotaka Fujii*
Mr. Fujii was appointed so that his extensive experience and diverse knowledge as a business manager
at Cadence Design Systems, Japan, SAP Japan Co., Ltd., LVJ Group K.K., Better Place Japan Co., Ltd.,
and Hailo Network Japan Co., Ltd., may be applied to the Company’s management.
21/21
Keiko Unotoro* Ms. Unotoro was appointed so that her extensive experience and diverse knowledge acquired from
working at the Japan Fair Trade Commission may be applied to the Company’s management. Appointed from fiscal 2014
Kenichiro Yoshida Mr. Yoshida was appointed so that his extensive experience and diverse knowledge as a business
manager at So-net Entertainment Corporation may be applied to the Company’s management. Appointed from fiscal 2014
Outside audit &
supervisory board
members
Reason for appointment
Attendance at meetings of the Board of Directors and
the Audit & Supervisory Board
Board of Directors
(Met 21 times in  scal 2013)
Audit & Supervisory Board
(Met 37 times in  scal 2013)
Nobuo Nagoya* Mr. Nagoya was appointed so that his extensive experience and diverse knowledge as a certified
public accountant may be applied to the Company’s management. 21/21 35/37
Katsuya Natori*
Mr. Natori was appointed so that his extensive experience and diverse knowledge as a business
manager at Sun Microsystems, Inc., Fast Retailing Co., Ltd., and IBM Japan, Ltd., as well as his diverse
knowledge as an attorney may be applied to the Company’s management. 21/21 36/37
* Independent offi cers
Position Total value of remuneration
(¥ million)
Total compensation by type (¥ million) Number of directors / Audit &
supervisory board members
Base Stock options Bonus Retirement bene ts
Directors (excluding outside directors) 358 319 — 38 — 13
Audit & supervisory board members (excluding
outside audit & supervisory board members) 58 58 — — — 3
Outside officers 104 104 — — — 13
Note: Numbers of directors and audit & supervisory board members above include 11 directors and 3 audit & supervisory board members who resigned as of April 20, 2012.
Format Audit & Supervisory Board system
Adoption of executive officer system Yes
Directors 13
Of whom outside directors 8
Term of directors 1 year
Audit & supervisory board members 4
Of whom outside audit & supervisory board members 2
Independent officers 9
Participation of outside directors in determination
of remuneration Yes
Board of Directors convened 21 times
Results-linked remuneration Yes
General Meeting of Shareholders
Audit & Supervisiory Board
2 standing and
2 outside audit & supervisory
board members
Board of Directors
• Decisions on important matters
• Supervision of execution of duties
5 directors
8 outside directors
Chairperson: Chairman of the board
Executive Management Committee
• Assisting the president with decision
making through discussions on
important matters
Chairperson: President
Observers: Chairman, Auditors
Group Internal Audit Of ce President and
Representative Director
Business divisions, corporate divisions, and Group companies
Accounting Auditor
Nominating Committee
Nomination of candidates for chairman,
president, directors, and audit &
supervisory board members
Compensation Committee
Compliance Committee
CSR Committee
Discussions /
Proposals
Discussions /
Proposals
Report
Assistance
with
decision
making
Cooperation Audit
Audit
ReportCooperation
Appointment / Dismissal
Audit Audit
Audit
Appointment / Dismissal
Election / SupervisionCooperation Reports /
Suggestions
Appointment / Dismissal