June 18, 2024
News Release
Company: Olympus Corporation
Stefan Kaufmann, Director, Representative Executive Officer, President and CEO(Code: 7733, Prime, Tokyo Stock Exchange)
Contact: Takaaki Sakurai, Vice President, Investor Relations
TEL: +81-42-642-2111

Overview of Evaluation Results on the Effectiveness of the Board of Directors of Olympus

Based on its “Basic Policy for Corporate Governance”, Olympus Corporation (“Olympus”) conducted a thirdparty evaluation of the effectiveness of the Board of Directors. (hereinafter “Board of Directors Evaluation”).
* “Basic Policy for Corporate Governance (Established in June 2015; last revised in March 2024)”
https://www.olympus-global.com/company/governance/pdf/basic_policy_for_corporate_governance_en.pdf
1.

Background of Implementation and Publication of Board of Directors Evaluation
Olympus established its “Basic Policy for Corporate Governance” with the aim of realizing effective

corporate governance. Under its Basic Policy “4. Responsibilities of the Board of Directors, etc. (13) the Boardof Directors Evaluation,” the Board of Directors annually evaluates the effectiveness of the entire Board ofDirectors and publicly announces the results.
In May 2023, Olympus announced its new corporate strategy. Based on the three priorities of “patient safetyand sustainability”, “innovation for growth”, and “productivity”, Olympus aims to strengthen its position as a
global med-tech company and realize its “Our Purpose” of "making people's lives healthier, safer and morefulfilling.” The Board of Directors of Olympus also strives to effectively fulfill its responsibilities in order toenhance corporate value by promoting corporate strategy and realizing “Our Purpose.”
As an initiative to achieve this goal, the Board of Directors Evaluation for the current year (conducted fromFebruary to June 2024) included the following two key evaluation items.
•To measure the effectiveness of the measures to improve effectiveness determined in the Board ofDirectors Evaluation in the previous year (A summary of results was released in June 2023)•Olympus conducted a succession of the Representative Executive Officer, President and CEO in April
2023 and formulated a new corporate strategy in May that year. Simultaneously, for the succession of theBoard of Directors, the Board proceeded to promote its diversification from an international standpoint inparticular. Under perception of such changes, the Board will ascertain challenges to maintaining andimproving the effectiveness of the Board of Directors and endeavor to build a consensus regarding future
initiatives.

2.

Evaluation Method
In the Board of Directors Evaluation for the current year, having conducted the successions of CEO and theBoard of Directors, the Board elected to reconfirm each Director's awareness of issues. In addition to individualquestionnaires and interviews with all thirteen Directors, the Board elected to hold a discussion among the entire
Board of Directors. Namely, the Board conducted questionnaires to confirm each individual Director’s opinion
1and awareness of issues regarding the key evaluation items described in 1. above. Based on the results of thosequestionnaires, external consultants conducted individual interviews with all Directors. The results of thequestionnaires and interviews were reported to the Board of Directors by the external consultants.
Simultaneously the Chairperson of the Board, the Secretariat and the external consultants organized key issues
to be discussed by the Board of Directors. Based on that organization of key issues, the entire Board of Directors
held a discussion on issues and initiatives to maintain and improve the effectiveness of the Board while applying
the facilitation of external consultants.
3.

Outline of Analysis and Evaluation Results
As a result of the evaluation, as it has been pointed out in previous years, the independence and diversity ofthe Board of Directors were ensured, discussions were conducted openly, and the responsibilities and culturethat should be fulfilled by the Board of Directors were shared, with these serving as the foundation forsupporting the effectiveness of the Board.
With respect to key evaluation items, it was confirmed that the Quality Assurance and Regulatory Affairs(QA & RA) Committee established by the Board of Directors is operating effectively with regard to the"strengthening of monitoring by the Board of Directors regarding quality assurance and regulatory affairs (QA& RA)," which was confirmed in the Board of Directors Evaluation last year.
As challenges to further enhancing the effectiveness of the Board of Directors in the future, the Board
confirmed (i) facilitating improvements that accommodate the improved international diversity in the operationof the Board of Directors and the Nominating, Compensation and Audit Committees and (ii) the need tostrengthen the advisory and monitoring functions of the Board of Directors from a strategic and broad
perspective in order to promote the three priorities of “patient safety and sustainability,” “innovation for growth”
and “productivity” set forth in the new corporate strategy, among other challenges.
4.

Future Initiatives
Based on the above analysis and evaluation results, the Board of Directors will proceed with the following

initiatives going forward.
(1) Consider setting up opportunities for all Directors, including those residing abroad, to meet face-to-face
as much as possible to secure sufficient time for thorough discussions of Olympus’ strategies andimportant management issues(2) Consider the establishment of a new governance structure and a monitoring framework by the Board ofDirectors in order to strengthen the Board’s advisory and monitoring functions particularly for“innovation for growth,” one of the three priorities listed in Olympus’ corporate strategy(3) Facilitate continuous improvements of the operational aspects of the Board of Directors (appropriateagenda-setting, meeting materials, etc.) and the rationalization the structure and operation of theNominating, Compensation, and Audit Committees

The Board of Directors of Olympus has been verbalizing the “responsibilities” and “culture” that it should
fulfill. Following the discussion for this Board of Directors Evaluation, the Board has redefined theresponsibilities of the Board of Directors as follows, reflecting its belief of “patient focus” as set forth in its2

management philosophy (Added portions are denoted in bold characters and underlined.).<Responsibilities
that should be fulfilled by the Board of Directors>
In order to contribute to the enhancement of Olympus’ corporate value through collaboration with theexecutive side, the Board of Directors will (i) deepen its awareness and insight into the businessenvironment and management issues through constructive discussions with the executive side, (ii)effectively oversee management decision-making and execution from a strategic and broad perspective,and (iii) support the promotion of measures to help Olympus grow as a truly global med-tech company,
create innovative value for patients worldwide and contribute to a wide range of stakeholders.
<Culture of the Board of Directors>
The Board of Directors affirms the relationship of "Based on mutual trust between the monitoring andexecutive functions, the Board of Directors promotes prompt and decisive management to adapt toenvironmental changes. Through constructive discussions with the executive side, the Board of Directors
exercises advisory functions and management monitoring functions from a strategic and broad perspective
to support the improvement of management quality” as the “culture of the Board of Directors.”
The culture formed by the Board of Directors of Olympus consists of “mutual trust between the monitoringand executive functions,” “management leadership through execution” and “collaborative relationships toenhance corporate value through constructive discussions between the monitoring and executive functions."
The Board of Directors will succeed to the “culture” consisting of these components, and will confirm byconsensus that deepening the understanding of the significance and sharing of the values of individual
Directors will serve as the foundation for supporting the effectiveness of the Board of Directors.
While using the culture of Olympus’ Board of Directors as a foundation, the Board believes that continuingto adapt the responsibilities that should be fulfilled by the Board of Directors, creating an optimalcomposition of the Board of Directors to realize such responsibilities and continuing to adapt the nature ofthe structure and operation of the Board of Directors to changes in the business environment andmanagement issues from time to time will contribute to the improvement of Olympus’ corporate value, andwill continue to result in the implementation of initiatives to further improve the effectiveness of the Boardof Directors.

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