July 28, 2017
News Release
Company: Olympus Corporation
Representative Director, President: Hiroyuki Sasa
(Code: 7733, First Section, Tokyo Stock Exchange)
Contact: Tetsuo Hyakutake, General Manager, Public Relations and IR Office

Overview of Evaluation Results for Effectiveness of Board of Directors
Olympus Corporation has, in accordance with its basic policy for corporate governance,* carried out a selfassessment of the board of directors, and analyzed/assessed the effectiveness of the board of directors. This
notice gives an outline of these results.

*Basic policy for corporate governance (enacted June 2015, revised June 2017).
https://www.olympus.co.jp/company/governance/pdf/basic_policy_for_corporate_governance_jp.pdf
１. Background to conducting assessment of the board of directors and making public the results
Olympus Corporation defined its basic policy for corporate governance in June 2015 with the aim of
ensuring effective corporate governance. The basic policy (Item 4. Responsibilities of the Board ofDirectors (xiii) Evaluation of the board of directors) states that each year the board of directors of Olympus
Corporation will assess its own effectiveness overall and make public an outline of the results.
Olympus Corporation has assessed its board of directors overall and made public an outline of the resultsof such assessment since 2015, this year being the third such year.
２. Method of assessment(1) A question sheet on the effectiveness of the board of directors and the various committees (thenominating committee, the remuneration committee, the compliance committee) and relations with
the investors and shareholders is distributed to all members of the board of directors (11) and theboard of auditors (4), to gain their replies. Based on those replies, the board of directors analyzes its
effectiveness and makes an assessment.
(2) The section headings of the question sheet for the board of directors assessment are as follows.
①

The exercise of the functions of the board of directors②

The structure and operating status of the board of directors③

Important committees④

Support organization for outside directors⑤

Roles and expectations of the corporate auditors⑥

Relations with investors and shareholders- 1 -３. Outline of the results of the analysis and assessment①

The exercise of the functions of the board of directors
The key function of the board of directors (to objectively oversee the approach to management
strategy, decision making and implementation of important matters) is being sufficiently exercised,
and the board of directors is operating effectively.

②The structure and operating status of the board of directors
The board of directors has the appropriate scale and structure (inclusive of internal and outside
members and the structure of outside directors), and its operating status is discussed openly andactively as an agenda item with suitable frequency. There is room for improvement in the strict
selection from a management perspective of important issues for discussion as agenda items. Oneissue that can be cited is the need to organize points for discussion from the proposal documents.
Another point cited is that issues such as the nature of global management and internal controls at a
global level ought to be discussed in the board of directors.

③ Important committees
The nomination, remuneration and compliance committees are all adequately fulfilling the roles
required of them. One point that would be worth considering is the scale (number of members) andstructure of the nomination and remuneration committees, in order to more broadly reflect opinions.
④

Support organization for outside directors
The required training, education and information is provided to a satisfactory level to enable theoutside directors to debate matters.

⑤Roles and expectations of the corporate auditors
The presence of corporate auditors contributes to improving the effectiveness of the board of directors.

⑥Relations with investors and shareholders
Feedback on the assessment of Olympus Corporation in the capital markets is adequately provided tothe board of directors, the company's long term competitive advantage in the capital markets is also
explained.

４. Future actions based on the assessment results on the effectiveness of the board of directors
As a result of discussions on future actions in the board of directors based on the assessment of the boardof directors for the term ending March 31, 2017, key issues pinpointed were:・ enhanced discussions on topics such as the nature of global management (including the nature of theboard of directors)
・ consideration of ways to bring in a broader range of opinions to the committees.
The company's board of directors, while continuing to work on past actions to improve itself, will also
draw up and put into action plans to deal with the above issues, to further enhance its effectiveness.

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