This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for reference purposes only.
Olympus Corporation assumes no responsibility for direct, indirect or any other forms of damages caused by misunderstanding from the translation.

CORPORATE GOVERNANCE REPORTOLYMPUS CORPORATION

Last updated: June 27, 2023

Olympus Corporation
Director, Representative Executive Officer, President and CEO, Stefan Kaufmann
Contact for inquiries: Investor Relations, Vice President, Takaaki Sakurai
Securities Code: 7733
https://www.olympus-global.com/

The status of corporate governance of Olympus is as set out below.

I Basic Views on Corporate governance, Capital structure, Corporate attributes, and Other Key
information
1. Basic views
Olympus has formulated basic concepts and policies concerning corporate governance in the “Basic Policy on Corporate
Governance.” For details of this basic policy, please refer to Attachment 1 of this report.

[Reasons for Non-compliance With the Principles of the Corporate Governance Code]Olympus complies with all the principles of the Corporate Governance Code.

[Disclosure Based on Each Principle of the Corporate Governance Code][Principle 1-4 Policy shareholdings]• In line with the “Basic Policy on Corporate Governance” on Attachment 1 of this report, the Board of Directors specifically gives
comprehensive consideration to the benefits and risks of its holdings, verifying the necessity of holdings for each individual issue,
and sells shares which are not reasonable to hold. As of the end of March 2016 Olympus held 64 issues worth 68 billion yen. This
have been gradually reduced and as of March 31, 2023, hold 0.5 billion yen in 8 issues.
• Details of shares held by Olympus have been disclosed in annual securities reports, for your reference.
Annual Securities Report For the Fiscal Year Ended March 31, 2023 (from April 1, 2022 to March 31, 2023)
https://www.olympus.co.jp/ir/data/pdf/annual155PA.pdf• If a company that holds Olympus’ shares as policy shareholdings other than pure investment makes an offer to sell, etc., the salecannot be prohibited.
• Our policy regarding possession of listed shares as a policy measure and the criteria for exercise of voting rights for such policy
shareholdings is stated in 1. -(3) of the “Basic Policy on Corporate Governance” on Attachment 1 of this report, for your reference.
[Principle 1-7 Related party transactions]
Information concerning the framework of procedures when Olympus and its subsidiaries conduct transactions with related parties isstated in 1. -(4) of the “Basic Policy on Corporate Governance” on Attachment 1 of this report, for your reference.
[Supplementary principle 2-4-1 Ensuring diversity in the promotion to core human resources]<Policies and voluntary and measurable goals for ensuring diversity and their status>
The Olympus Group believes that promoting Diversity, Equity and Inclusion as an organization will lead to business developmentthat is more attractive, competitive, and innovative. Therefore, it is our aim to provide challenging work to diverse people regardlessof gender, disability, nationality, or race, and achieve professional and sustainable growth.
Diversity and Equal Opportunity
https://www.olympus-global.com/csr/social/diversity/?page=csr
As our approach is to aim for a balance in work and personal life, we promote Work-Life Integration (WLI) and support diverse
personnel exercising their capabilities. In promoting WLI, Olympus has set the promotion of women’s participation and advancement
as an important issue and formulated a plan of action which we disclose on our website.
General Employer Action Plan based on the Act on Promotion of Women’s Participation and Advancement in the Workplace
https://www.olympus-global.com/csr/social/diversity/woman.html<Policies for human resources development and internal environment development to ensure diversity, and the status of theirimplementation>(1) Application of the position-based wage system
We have introduced a global-scale human resources system that enables the placement of the right person in the right position at a
global level. Based on common Group standards, a personnel system where each employee is rewarded according to theirachievements has been established, and effort is being made to foster a corporate culture where diverse types of human resources ofdifferent nationalities, ages and genders can have an active role. In April 2023, application of the position-based wage system was
expanded to all employees in Japan, where treatment is determined by the size and performance of the job rather than the person’s
years of service in the company or age. The Olympus Group endeavors to provide fair and appropriate employment, skill
development, and promotion opportunities in order to help each employee be in a position to demonstrate their full potential. To

1

promote active participation by women, the Olympus Group is also working on development management training for candidates sothat more women can be appointed to management positions.
(2) Human resource development
The Olympus Group believes that it is important to ensure that each employee has a deep understanding of the Olympus Group’scommon philosophy and values and that highly specialized personnel are placed in the right places on a global basis. To achieve this,we conduct activities to instill our philosophy and values, and develop skills training programs and similar initiatives. We havedefined the duties required to carry out our corporate strategy, introduced a globally common talent management system, and started
operation of the successor development plan starting from the most important positions. We are also working to develop a systemthat will enable diverse personnel, regardless of nationality, gender, etc., to play an active role and continue to demonstrate a highlevel of professionalism. To this end, we have established a global common leadership competency model and are putting in place
programs to support demonstration of leadership. This program aims to foster a culture and develop human resources so that
employees keep performing at a high level.
For details on initiatives on ensuring diversity other than those mentioned above, please refer to “[Ensuring diversity]” on pages 27
and 28 of this report.
[Principle 2-6 Exercising the functions of corporate pension asset owners]
Regarding the corporate pension fund of Olympus, the Asset Management Committee, which is charged with deliberations andproposals concerning the investment management of pension assets, submits proposal to various conference bodies, such as theGoverning Board and the Representatives Committee, where proposals are deliberated upon and after verification of theappropriateness thereof executed by the Olympus corporate pension fund.
The Olympus corporate pension fund is subject to investment trust and pension insurance arrangements in accordance with policies
and portfolios approved by the Asset Management Committee and the Representatives Committee. The actual fund management is
mandated to a financial institution, with the investment status including stewardship activities being subject to quarterly monitoringin regular operations briefing sessions. The Asset Management Committee and the Representatives Committee consist of persons
from the fields of human resources, accounting, and finance who have specialist expertise in the subject functions, as well as
employee representatives, forming a framework capable of verifying the sound operations of the pension funds from the perspectivesof professional expertise and beneficiary protection.
[Principle 3-1 Complete information disclosure]
In addition to appropriate disclosure based on laws and regulations, Olympus voluntarily disseminates the following information inorder to ensure transparency and fairness in decision-making and to realize effective corporate governance.
(1) Corporate Philosophy and Corporate Strategy• Corporate Philosophy
Employing the concept of “Supporting cutting-edge medical procedures. Helping make people feel safer and more secure. Throughour business activities, we aim to contribute to global society by making these things happen. This is the purpose of our existence.”that is its Corporate Philosophy, the Olympus Group restates the concept as “Making people’s lives healthier, safer and more
fulfilling,” and all its activities are based on this philosophy.
• Corporate Strategy
As a guideline for achieving our Corporate Philosophy of “Making people’s lives healthier, safer, and more fulfilling,” our grouphas set three priorities, which are “patient safety and sustainability,” “innovation for growth,” and “improving productivity.”
In May 2023, our new management strategy, “Beyond Transformation -Growing as a Global medtech Company-” was announced.
In formulating this management strategy, the Olympus Group was able to identify four key drivers that help to improve patient
experience and treatment outcomes as sources of value for supporting long-term, sustainable growth.
[Four Key Drivers]

With the change in global population dynamics and an increase in the occurrence of diseases, needs for solutions
for diseases which the Olympus Group focuses on have been growing. Accordingly, we will continue to focus
on targeted disease states contributing to improvements in the medical standard and provide solutions available
worldwide as a global company.

In the Olympus Group’s focused areas and the related areas with expected strong growth, we will continuously
enhance our product portfolio through opportunities for tuck-in M&As and contribute to improving patients’outcome by providing comprehensive solutions. * M&A for complementing and building up businesses
matching our existing portfolio

2

In the care pathway covering early detection and diagnosis, stage classification, treatment, and follow-up care,we will improve the experience of patients and healthcare professionals and provide access to healthcare to
more patients through solutions of the Olympus Group to improve quality of care and outcomes.

By utilizing market advantages of the Olympus Group and creating an intelligent endoscopy ecosystem using
AI technologies, we will realize four healthcare purposes (improving patients’ outcome, improving patients’experience, improving healthcare professionals’ experience, and reducing medical costs) and open new era ofgastrointestinal endoscopes.

•
In the future, we will focus on both growth and profitability, aiming at a revenue CAGR of about 5%, operating margin of about
20% every year, and an EPS CAGR of about 8% for the fiscal years ending March 31, 2024, 2025 and 2026.

The Olympus Group will achieve its goal through a long-term approach, along with rigid and thorough financial management,
while strengthening the foundation of management and maintaining growth and profitability. Through this, we aim to become acompany highly evaluated from all stakeholders including patients, healthcare professionals, and regulatory authorities from all
aspects such as quality of human resources and products, value proposition, and innovation.
Our Corporate Philosophy and Corporate Strategy are published on our website and in integrated reports available for reference.
(2) Basic concepts concerning corporate governance of Olympus• As set out in the above section 1 “Basic concepts,” based on the respective principles of the Corporate Governance Code, we haveformulated as its “Basic Policy on Corporate Governance” basic concepts and basic policies concerning corporate governance, which
are available for reference in Attachment 1 of this report.
(3) Compensation of directors and executive officers• As a company with a Nominating Committee, etc., Olympus has a Compensation Committee consisting of at least three members
and a majority of whom are independent outside directors. The Committee is chaired by an independent outside director to ensuretransparency and to determine compensation in a fair and appropriate manner. The basic policy of our executive compensation system
is to make executives strongly aware of their responsibility to maximize corporate value and meet the expectations of various
stakeholders, and to treat them appropriately in accordance with their responsibilities. In accordance with this effect, theCompensation Committee has established a policy regarding the determination of individual compensation received by directors andexecutive officers and determines the amount of individual compensation received by directors and executive officers in accordancewith this policy. For details, please refer to the announcement in the section “II. 1. Organizational Composition and Operation[Compensations for Directors and Executive Officers]” of this report.
(4) Election of directors and executive officers• At Olympus, proposals for director candidate elections and dismissals are determined by the Nominating Committee, which ischaired by an independent outside director and whose members consist in the majority of independent outside directors, after it isdiscussed whether the candidate has experience, insight, etc. appropriate for directors. In addition, elections of executive officers are
determined by the Board of Directors after the Nominating Committee discusses whether the candidate has experience, insight, etc.
appropriate for executive officers and develops proposals for elections.

3(5) The reasons for the election of each director• The reasons for the election of each director and skill matrix are described in the reference documentation to proposals for theelection of directors, which is part of the convocation notice of the general meeting of shareholders and in this report (II. Business
management organization and other corporate governance structures related to business decisions, execution, and supervision, 1.
Matters pertaining to organ structure and organization management, etc. and Attachment 2 “Directors Skills Matrix”).
Notice Regarding the Convocation of the General Meeting of Shareholders For the Fiscal Year Ended March 31, 2023 (from
April 1, 2022 to March 31, 2023)
https://www.olympus-global.com/ir/stock/pdf/meetingFY2023_01.pdf[Supplementary principle 3-1-3 Initiatives on sustainability and so on]<Initiatives on sustainability>
Based on our Corporate Philosophy, the Olympus Group identifies the important ESG areas and initiatives (materiality items) on
which we should focus and strives to resolve various social issues through our business.
By means of the new management system that was launched in April 2023, the Olympus Group will continue working toward therealization of a sustainable society by strengthening efforts to address ESG materiality. Based on a review of our existing ESG
strategy, we have positioned ESG as a priority item in the new management strategy announced on May 12, 2023, and we willcontinue to work on strengthening compatibility and consistency between ESG strategies and management strategies, businessstrategies and functional strategies.
Please refer to our website where we publish our initiatives on sustainability.
Sustainability
https://www.olympus-global.com/csr/<Investments in human capital>
A healthy organizational culture and leaders who support it are important factors in achieving management strategies.
Our goal is to realize a healthy organizational culture, which we defined as “Committed to delivering Olympus’ Purpose by creatinga working culture where everyone is empowered to perform their best.” We have concluded that there are six elements necessary forcreating this culture. The Olympus Group is currently promoting initiatives globally for improving these six elements.

We disclose personnel-related initiatives on Olympus’s website.
Sustainability
https://www.olympus-global.com/csr/
In May 2023, we also started operation of a global personnel data base for the unified collation of data concerning the humanresources of the Olympus Group that enables monitoring.
<Investments in intellectual properties>
We are making proactive and strategic investments based on a global perspective that fits with our management strategy. We areconcentrating on patent applications in the medical field by efficiently applying for patents in harmony with the strategic importanceof this field. While the Olympus Group’s aim is to be a truly global medtech company, we are also making effort to analyze ourcompetitors, and are predicting the strength of future patents through our proprietary machine learning tools. This makes it possible
to evaluate the Olympus Group’s patent portfolio in real time and concentrate efforts on high-quality patent applications. We are
actively filing applications in markets with high potential in addition to major markets, while also keeping an eye on future growth
as we carry out our activities. The Group is also strategically securing broader patent protection as we consider the emergence of4new technologies and business models, along with the possibility of future litigation. By comparing the patents, the Olympus Groupholds with our strategy, we are able to select those that optimize maintenance costs.
<The impact of climate change-related risks and earning opportunities on our business activities and profits>
The Olympus Group is working to reduce the impact that the entire value chain has on the environment, including productdevelopment, procurement, manufacturing, distribution, sales, and repair. The Olympus Group is also using scenario analysis to
identify risks and opportunities related to climate change in the short, medium, and long term. Although there will be some impact
of climate change risks on the Olympus Group’s strategy and financial plans, the degree of impact will be limited. At the same time,
we will continue to develop eco-friendly products based on energy saving, etc., by viewing the growing need for products that help
reduce CO2 as an opportunity related to climate change. The products of the Olympus Group are compact and consume little energy
when used. Therefore, since climate change has little impact on demand for products and services, we also recognize it does not havea major impact on business activities.
We also announced our endorsement of the recommendations by the Task Force on Climate-related Financial Disclosures (TCFD)
in May 2021. We disclose our Group’s climate change-related initiatives which is in line with the TCFD framework on our website
and in integrated reports.
Environmental Policy and Strategy
https://www.olympus-global.com/csr/environment/management/
Integrated Reporthttps://www.olympus-global.com/ir/data/integratedreport/2022.html[Supplementary principle 4-1-1 Scope of delegation to the management team]
We clearly separate the monitoring function from the executional function of management as a company with Nominating Committee,
etc. to accelerate decision making in the execution of duties, to strengthen governance and further increase the transparency.
The Board of Directors aims to accelerate management decision making and execution by having a structure that focuses on deciding
important matters on core managerial elements and management monitoring, delegating more authority to executive officers
concerning decision making on the execution of duties and matters related to business execution. In addition, the Board of Directors
makes decisions on statutory matters and matters set out in the Articles of Incorporation, etc., as well as important matters related to
management, such as basic policies on management and the Corporate Strategy, and receives reports from executive officers. Mattersto be referred to the Board of Directors are set forth in Regulations of the Board of Directors and The Board of Directors
Resolutions/Reporting Criteria.
[Principle 4-9 Qualifications and standards for independent judgments by independent outside directors]
The Board of Directors determines criteria for ensuring the independence of independent outside directors, which are detailed in thisreport, section II. 1. “Organizational Composition and Operation,” sub-section “Matters Concerning Independent Directors.” The
Nominating Committee, which consists in the majority of independent outside directors, assesses the independence of candidates,
thereby ensuring practical effectiveness, and at the same time verifies that the selected candidates can be expected to contribute to
the Board of Directors.
[Supplementary principle 4-10-1 The mandates and roles as well as the policy regarding the independence of the composition ofeach committee]
The mandates and roles as well as the policy regarding the independence of the composition of each committee are described in
Attachment 1 “Basic Policy on Corporate Governance,” sub-section “5. Responsibility of the Board of Directors, etc.” of this report.
[Supplementary principle 4-11-1 Balance, diversity and scale for the Board of Directors, and policies and procedures for election of
the directors]
At Olympus, the Nominating Committee creates a matrix of the experience and insight required from directors of Olympus, anddetermines director candidates. Balance and diversity for the Board of Directors, and policies and procedures for election of thedirectors are stated in Attachment 1 “Basic Policy on Corporate Governance,” sub-section “5. Responsibility of the Board of
Directors, etc.” of this report
As for the composition of the Board of Directors, of 13 directors, ten are independent outside directors to ensure the effectivenessand diversity of the Board of Directors functioning as a monitoring board. In addition, of 13 directors, five have a citizenship otherthan Japanese nationality, and two are females. With multiple human resources equipped with abundant experience and insight incorporate management, finance and international business deployment, which are required of the global medtech company that
Olympus aims to become, the Board has a composition with consideration for internationality and gender as well.
The reasons for the election of each director and skill matrix are described in the reference documentation to proposals for theelection of directors, which is part of the convocation notice of the general meeting of shareholders and in this report (page 12 andAttachment “Skill Matrix of Directors”).
Notice Regarding the Convocation of the General Meeting of Shareholders For the Fiscal Year Ended March 31, 2023 (from April
1, 2022 to March 31, 2023)
https://www.olympus-global.com/ir/stock/pdf/meetingFY2023_01.pdf[Supplementary principle 4-11-2 Situation of concurrent posts for directors and audit & supervisory board members]
Directors’ status as concurrently serving officers of other listed companies is disclosed annually as reference document to the notices
regarding the convocation of the general meeting of shareholders, in business reports and in annual securities reports.
Notice Regarding the Convocation of the General Meeting of Shareholders For the Fiscal Year Ended March 31, 2023 (from April
1, 2022 to March 31, 2023)
https://www.olympus-global.com/ir/stock/pdf/meetingFY2023_01.pdf
Annual Securities Report For the Fiscal Year Ended March 31, 2022 (from April 1, 2022 to March 31, 2023)

5https://www.olympus.co.jp/ir/data/pdf/annual155PA.pdf[Supplementary principle 4-11-3 Self-evaluation for the Board of Directors]
At the Board of Directors of Olympus, an analysis and evaluation of the effectiveness of the Board of Directors overall is annuallyconducted, including from a third-party perspective, and a summary of the results is disclosed. Since 2015, we have continuously
implemented evaluations, primarily with self-evaluations through a questionnaire, and are sharing problems and promoting
improvement to enhance effectiveness. After the transition to a company with Nominating Committee, etc. in 2019, directors havediscussed to identify areas for improvement to further enhance the effectiveness of the Board of Directors and the legally definedcommittees (Nominating Committee, Compensation Committee, and Audit Committee) and been promoting improvement.
[Overview of the evaluation regarding the effectiveness of the Board of Directors during the term of office of directors in FY2023(June 2022 to June 2023)]
In the Board of Directors Evaluation during the term of office of directors (conducted from February to June 2023), the following
points have been set as main objectives.
• To measure the effectiveness of the activities for the effectiveness improvement initiatives determined in the Board of Directors
Evaluation during the term of office of directors in FY2022 (the summary of the results was released in June 2022)• To review the period (fiscal year 2021 to 2023) covered by the Corporate Strategy announced in November 2019 pursuant to thecorporate transformation plan “Transform Olympus,” to confirm the activities and progresses to strengthen governance andimprove transparency in the past, and aim to promote “activities of the Board of Directors to further enhance the effectiveness”
as a Board of global MedTech company in facilitating the “New Corporate Strategy.”• Evaluation method
The evaluation was conducted through a questionnaire for Directors (12 people), and discussion by Directors based on the result of
the questionnaire. The questionnaire was used to measure the effectiveness of the Board of Directors’ progress in effectiveness
improvement initiatives that were determined during the term of office of directors in FY2022 and to confirm the achievements andchallenges of initiatives to improve governance to date. To ensure objectivity, the questionnaire was conducted based on theknowledge of external consultants. Based on the results of the questionnaire, discussion was held to obtain frank opinions of Directors
on current evaluation, its strength and future issues related to the Board of Directors. External consultants facilitated the discussion
to objectively organize the issues and support the discussions. Subsequently, in the Board of Directors meeting, necessary efforts toimprove the effectiveness of the Board of Directors have been shared based on the findings of the analyses based on the discussion.
• Summary of evaluation results
As a result of the analysis and evaluation, it was generally positively evaluated that steady progress had been made with respect tothe following initiatives that received the evaluation of the Board of Directors in the last fiscal year: Proper narrowing down ofagenda; optimization centered on the evolution of reporting on the status of execution into a global MedTech company, and thestrengthening of liaison between the Nominating/Compensation/Audit Committees and the Board of Directors.
In addition, Olympus Board of Directors confirmed that the Board of Directors have defined the “responsibilities” and a “culture to
be sustained” had been fostered, with affirming the achievement that concrete efforts had been made to strengthen corporate
governance. The current members of the Board of Directors agreed with the definitions of “responsibilities” and “culture” establishedby the Board of Directors in the past and formed a consensus that they should be sustained among the members. In addition, aconsensus was formed that the Board of Directors should continue to examine its structure and operations to further contribute to theenhancement of corporate value, while sustaining the practice of corporate governance reform to date.
• Future initiatives
In order to fulfill its “responsibilities,” the Olympus Board of Directors will continue to sustain its culture while strengthening thefollowing initiatives to further improve the effectiveness of the Board of Directors.
(1) Enhanced monitoring by the Board of Directors on Quality Assurance and Regulatory Affairs (QA&RA)(2) Activities of the Board of Directors to effectively supervise management decision-making and execution from a strategic andbroad perspective(3) Initiatives to continuously improve the operations of the Board of Directors (Further improve the quality of presentations fromthe executives, reconfirm the Board of Directors’ pre-briefing method, and the creation of opportunities for “bridging” among board
members and between board members and executive members)
An overview of the evaluation of the Board of Directors is published on our website.
Evaluation of effectiveness of the Board of Directors:
https://www.olympus-global.com/company/governance/pdf/effectiveness_of_board_of_directors_2023.pdf*The “responsibilities” were defined in the Board of Directors Evaluation during the term of office of directors in FY2021 (releasedin June 2021), and the “culture to be sustained” was identified the Board of Directors Evaluation during the term of office of directors
in FY2022 (released in June 2022). The details are published on our website above.
[Supplementary principle 4-14-2 Training for directors]
With regard to training for directors, we support the acquisition of knowledge about Olympus by carrying out visits to our major
business bases such as business offices and factories, etc., and business study sessions such as briefing sessions, productdemonstrations, and technical result presentations. By having meetings with newly appointed Directors and Executive Officers,etc., the Olympus Group is also promoting understanding of concepts for handling and recognizing issues, and providing support
to deepen understanding of the roles and responsibilities of Company Directors. We will also provide support including coveringcosts for gaining the necessary knowledge to carry out their duties as a Director.

6

[Principle 5-1 Policy concerning constructive interaction with shareholders]
Policies concerning the creation of frameworks and efforts to promote the constructive interaction with shareholders are describedin the section “Basic Policy on Corporate Governance,” sub-section “6. Interaction with Shareholders,” in Attachment 1 of this report.

2. Capital Structure
Foreign shareholding ratio

30% or more

[Status of Major Shareholders]Name

Number of shares held (shares)

Ratio (%)

The Master Trust Bank of Japan, Ltd. (trust account)259,260,800

20.68

Custody Bank of Japan, Ltd. (trust account)

96,219,200

7.68

JP MORGAN CHASE BANK 385632

81,646,548

6.51

SSBTC CLIENT OMNIBUS ACCOUNT

52,109,662

4.16

SMBC Trust Bank Ltd. (Olympus shares in Sumitomo Mitsui
Banking Corporation’s retirement benefit trust account)

39,509,300

3.15

Nippon Life Insurance Company

21,258,572

1.70

STATE STREET BANK WEST CLIENT - TREATY 505234

21,097,112

1.68

MUFG Bank, Ltd.

17,522,344

1.40

JP MORGAN CHASE BANK 385781

16,538,901

1.32

THE BANK OF NEW YORK MELLON AS DEPOSITARY BANKFOR DEPOSITARY RECEIPT HOLDERS

16,043,055

1.28

Name of controlling shareholder, if applicable(excluding parent companies)―――

Name of parent company, if applicable

None

Supplementary explanation―――

73. Corporate Attributes
Listed Stock exchange and market divisionTokyo Stock Exchange, Prime Market

Fiscal year-end

March

Business sector

Precision instruments

Number of employees (consolidated) as of the end of
the previous fiscal year

1,000 or more

Net sales (consolidated) in the previous fiscal year

100 billion yen or more to less than 1 trillion yen

Number of consolidated subsidiaries as of the end of
the previous fiscal year

100 or more to less than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling

Shareholder―――

5.

Other Special Circumstances Which May Have a Material Impact on Corporate Governance―――8II Business Management Organization and Other Corporate Governance Systems Regarding DecisionMaking, Execution of Business, and Monitoring
1. Organizational Composition and Operation
Corporate governance system

A company with Nominating Committee, etc.

[Directors]
Number of directors stipulated in the Articles ofIncorporation

15

Directors’ term of office stipulated in the Articles ofIncorporation

1 yearChairperson of the board

Outside director

Number of directors

13[Outside Directors]
Number of outside directors

10

Number of independent directors

10Outside directors’ relationship with the company (1)NameAttribute

Sumitaka Fujita

From another company

Yasumasa Masuda

From another company

David Robert Hale

From another company

Jimmy C. Beasley

From another company

Sachiko Ichikawa

From another company

Yasushi Shingai

From another company

Kohei Kan

From another company

Gary John Pruden

From another company

Tatsuro Kosaka

From another company

Luann Marie Pendy

From another company

a

b

c

Relationship with the Company*
d
e
f
g
h
i

j

k

* Relationship with the Company* Marked “○” if recently or currently applicable to the person in question and marked “△” if previously applicable.
* Marked “●” if recently or currently applicable to a relative in question and marked “▲” if previously applicable.
a Business executive of a listed company or its subsidiaryb Business executive or non-executive director of a listed company’s parent
c Business executive of a listed company’s affiliate or subsidiary
d Person whose main transaction counterparty is a listed company or a business executive thereof
e Main transaction counterparty of a listed company or a business executive thereoff Consultant, accounting expert, or legal expert deriving from a listed company large financial gains or other property (other thanofficers’ remuneration)
g Main shareholder of a listed company (if that shareholder is a corporation, a business executive thereof)h Business executive (only the person in question) of a transaction counterparty of a listed company (other than items d, e, and f)
i Business executive of an entity in a relationship of mutual employment as outside officers (only the person in question)

9

j
k

Business executive of a recipient of a donation from a listed company (only the person in question)
Other
Outside directors’ relationship with the company (2)Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Sumitaka
FujitaYasumasa
Masuda○○○○Supplementary
explanation of therelationship

Reasons for appointment

There is no fact that falls Mr. Sumitaka Fujita has extensive experience andunder attributediverse knowledge as a business manager at
information.
ITOCHU Corporation. He also possesses a highlevel of insight, expertise, and capabilities that are
expected of an Outside Director of Olympus
through his experience as an Outside Director andOutside Auditor at several other companies andhis experience as the Chairperson of the Japan
Association for Chief Finance Officers. Since heassumed the post of Outside Director of Olympus
in April 2012, he has been giving guidance/advice
regarding the business management of Olympus.
In addition, he contributed to the development ofa transparent director compensation system as
Chairperson of the Compensation Committee,
which was established voluntarily. Since June
2018, he has been leading the Board of Directors
as Chairperson of the Board. After the transition
to a Company with a Nominating Committee, etc.
in June 2019, he monitored business execution of
Olympus at the Board of Directors as well as
continuing to serve as Chairperson of the Board,and as Chairperson of the Nominating
Committee, he facilitated decisions regarding thecontents of the agenda for election of Directors.
Olympus expects that Outside Directors will
monitor management from the perspective ofachieving sustainable growth of Olympus andenhancing corporate value over the medium tolong term as entrusted by shareholders, and will
provide advice based on their own knowledge.
From the above, Olympus has determined that heis an indispensable person for the composition of
the Board of Directors and nominated him.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates him as anindependent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus.
There is no fact that falls Mr. Yasumasa Masuda has extensive experience
under attributeand diverse knowledge as a business manager in
information.
the healthcare industry at Astellas Pharma Inc. In
addition, through his experience as anindependent non-executive officer at the Deloitte
Tohmatsu Group, he possesses a high level of
insight, expertise, and capabilities that are
expected of an Outside Director of Olympus.
Since he assumed the post of Director of
Olympus in June 2018, he has been giving
guidance/advice regarding the business
management of Olympus at meetings of theBoard of Directors and the Nominating
Committee. After the transition to a Company
with a Nominating Committee, etc. in June 2019,
he monitored business execution of Olympus at

10Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officerDavid
RobertHale○

Supplementary
explanation of therelationship

Reasons for appointment

the Board of Directors, and as a member of theNominating and Compensation Committees, hefacilitated decisions regarding the contents of theagenda for election of Directors and regarding
executive compensation. In addition, he has beenpromoting the audit of the execution of duties by
the Executive Officers and Directors of Olympus
as Chairperson of the Audit Committee sinceJune 2021. Olympus expects that Outside
Directors will monitor management from theperspective of achieving sustainable growth of
Olympus and enhancing corporate value over the
medium to long term as entrusted byshareholders, and will provide advice based on
their own knowledge. From the above, Olympus
has determined that he is an indispensable person
for the composition of the Board of Directors andnominated him.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates him as anindependent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus.
There is no fact that falls Mr. David Robert Hale is a Partner of ValueActunder attribute
Capital Management L.P., one of Olympus’s
information.
shareholders. He has a track record of helping
global companies transform themselves with his
knowledge of the global capital markets and thehealthcare industry as a business management
consultant and investor with experience in diverse
industries, and he possesses a high level of
insight, expertise, and capabilities that are
expected of an Outside Director of Olympus.
Since he assumed the post of Director of
Olympus in June 2019, he has been giving
guidance/advice regarding the business
management of Olympus at meetings of theBoard of Directors. In addition, as a member of
the Nominating Committee, he facilitateddecisions regarding the contents of the agenda forelection of Directors. Olympus expects that
Outside Directors will monitor management fromthe perspective of achieving sustainable growthof Olympus and enhancing corporate value overthe medium to long term as entrusted byshareholders, and will provide advice based on
their own knowledge. From the above, Olympus
has determined that he is an indispensable person
for the composition of the Board of Directors andnominated him.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates him as anindependent officer because he meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus.

11Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Jimmy C.
Beasley

Sachiko
Ichikawa

○

○

○

○

Supplementary
explanation of therelationship

Reasons for appointment

There is no fact that falls Through his 30 years of global businessunder attributeexperience and extensive management experience
information.
in the C. R. Bard Group, one of the world’s
leading companies in the healthcare industry, Mr.
Jimmy C. Beasley possesses a high level of
insight, expertise, and capabilities that are
expected of an Outside Director of Olympus.
Since he assumed the post of Director of
Olympus in June 2019, he has been giving
guidance/advice regarding the business
management at meetings of the Board of
Directors. In addition, he has participated indecisions on executive compensation as amember of the Compensation Committee.
Olympus expects that Outside Directors will
monitor management from the perspective ofachieving sustainable growth of Olympus andenhancing corporate value over the medium tolong term as entrusted by shareholders, and will
provide advice based on their own knowledge.
From the above, Olympus has determined that heis an indispensable person for the composition of
the Board of Directors and nominated him.
Moreover, we have determined that he willcontribute to achieving sustainable growth of
Olympus and enhancing corporate value over the
medium to long term, as well as fulfilling
Olympus’s aim of enhancing the internationalityand diversity of the Board of Directors as a global
medtech company.
In addition, Olympus considers that there is no riskof conflicts of interest with general shareholders
and designates him as an independent officer
because he meets the standards for the
independence of outside officers stipulated by the
Tokyo Stock Exchange and the “Criteria for
Independence of Outside Officers” stipulated by
Olympus.
There is no fact that falls Ms. Sachiko Ichikawa has extensive experience,
under attributebroad knowledge and a global perspective as an
information.
attorney (in Japan and New York, U.S.A.) and acertified public accountant in the U.S. She also
possesses a high level of insight, expertise, andcapabilities that are expected of an Outside
Director of Olympus through her experience as an
Outside Director and Outside Auditor at several
other companies and her experience as Statutory
Auditor of The Board Director Training Instituteof Japan. Since she assumed the post of Directorof Olympus in June 2021, she has been giving
guidance/advice regarding the business
management of Olympus at meetings of theBoard of Directors. In addition, she has promoted
the audit of the execution of duties by the
Executive Officers and Directors of Olympus as amember of the Audit Committee. Olympus
expects that Outside Directors will monitor
management from the perspective of achieving
sustainable growth of Olympus and enhancing
corporate value over the medium to long term as
entrusted by shareholders, and will provide
advice based on their own knowledge. From theabove, Olympus has determined that she is an12

Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

YasushiShingai

Kohei Kan

○

○

○

○

Supplementary
explanation of therelationship

Reasons for appointment

indispensable person for the composition of theBoard of Directors and nominated her.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates her as anindependent officer because she meets thestandards for the independence of outside officers
stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Outside Officers”
stipulated by Olympus.
There is no fact that falls Mr. Yasushi Shingai possesses extensive
under attributeexperience and diverse knowledge as a businessinformation.
manager at Japan Tobacco Inc. He also
possesses a high level of insight, expertise, andcapabilities that are expected of an Outside
Director of Olympus through his experience asan Outside Director at several other companies,
combined with his professional knowledge
beyond corporate finance regarding acquisitionof global companies as well as post-acquisition
management and governance, in addition to his
extensive experience as a business manager ofan overseas business headquarters company of
the Japan Tobacco Group. Since he assumed thepost of Director of Olympus in June 2022, hehas been giving guidance/advice regarding thebusiness management of Olympus at meetingsof the Board of Directors. In addition, as amember of the Nominating Committee and theCompensation Committee, he facilitateddecisions regarding the contents of the agenda
for election of Directors and decisions
regarding executive compensation. Olympus
expects that Outside Directors will monitor
management from the perspective of achieving
sustainable growth of Olympus and enhancing
corporate value over the medium to long termas entrusted by shareholders, and will provide
advice based on their own knowledge. From theabove, Olympus has determined that he is anindispensable person for the composition of theBoard of Directors and nominated him.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates him as anindependent officer because he meets thestandards for the independence of outside
officers stipulated by the Tokyo Stock Exchange
and the “Criteria for Independence of Outside
Officers” stipulated by Olympus.
There is no fact that falls Mr. Kohei Kan has extensive experience andunder attributediverse knowledge as Chief Executive Officer
information.
of Deloitte Touche Tohmatsu LLC, in addition
to his extensive experience and diverse
knowledge as a certified public accountant. He
also possesses a high level of insight, expertise,and capabilities that are expected of an Outside
Director of Olympus given that he has
experience working abroad and experience asperson in charge of auditing and assurance
businesses overseas at the aforementioned
company with a global perspective. In addition,
he currently serves as a board member of the13Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Gary John
Pruden○○Supplementary
explanation of therelationship

There is no fact that falls
under attributeinformation.

14

Reasons for appointment
International Federation of Accountants. Since
he assumed the post of Outside Director of
Olympus in June 2022, he has been giving
guidance/advice regarding the business
management of Olympus at meetings of theBoard of Directors. In addition, he haspromoted the audit of the execution of duties by
the Executive Officers and Directors of
Olympus as a member of the Audit Committee.
Olympus expects that Outside Directors will
monitor management from the perspective ofachieving sustainable growth of Olympus andenhancing corporate value over the medium tolong term as entrusted by shareholders, and will
provide advice based on their own knowledge.
From the above, Olympus has determined that
he is an indispensable person for thecomposition of the Board of Directors andnominated him.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates him as anindependent officer because he meets thestandards for the independence of outside
officers stipulated by the Tokyo Stock Exchange
and the “Criteria for Independence of Outside
Officers” stipulated by Olympus.
Mr. Gary John Pruden has over 30 years ofglobal business experience and extensive
experience and knowledge as a business
manager at Johnson & Johnson Group, one of
the world’s leading companies in the healthcare
industry. He also has experience as an Outside
Director of several U.S. companies. Since heassumed the post of Outside Director of
Olympus in June 2022, he has been giving
guidance/advice regarding the business
management of Olympus at meetings of theBoard of Directors. In addition, as a member of
the Compensation Committee, he facilitateddecisions regarding executive compensation.
Olympus expects that Outside Directors will
monitor management from the perspective ofachieving sustainable growth of Olympus andenhancing corporate value over the medium tolong term as entrusted by shareholders, and will
provide advice based on their own knowledge.
From the above, Olympus has determined that
he is an indispensable person for thecomposition of the Board of Directors andnominated him. Moreover, we have determinedthat he will contribute to achieving sustainablegrowth of Olympus and enhancing corporate
value over the medium to long term, as well as
fulfilling Olympus’s aim of enhancing theinternationality and diversity of the Board of
Directors as a global medtech company.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates him as anindependent officer because he meets thestandards for the independence of outside
officers stipulated by the Tokyo Stock Exchange

Membership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

TatsuroKosaka

Luann
Marie
Pendy

○

○

Supplementary
explanation of therelationship○

There is no fact that falls
under attributeinformation.

○

There is no fact that falls
under attributeinformation.

15

Reasons for appointment
and the “Criteria for Independence of Outside
Officers” stipulated by Olympus.
Mr. Tatsuro Kosaka has extensive experienceand diverse knowledge as a top manager in thehealthcare industry at CHUGAIPHARMACEUTICAL CO., LTD. He also
possesses a high level of insight, expertise, andcapabilities that are expected of an Outside
Director of Olympus through his experience asan Outside Director and Outside Auditor atseveral other companies, together with his
global corporate management experience at
Chugai Pharmaceutical Co., Ltd. Additionally,
he currently serves as Vice Chairperson of theBoard of Councilors at KEIDANREN (Japan
Business Federation). Olympus expects that
Outside Directors will monitor managementfrom the perspective of achieving sustainablegrowth of Olympus and enhancing corporate
value over the medium to long term as
entrusted by shareholders, and will provide
advice based on their own knowledge. From theabove, Olympus has determined that he is anindispensable person for the composition of theBoard of Directors and nominated him.
In addition, Olympus considers that there is norisk of conflicts of interest with generalshareholders and designates him as anindependent officer because he meets thestandards for the independence of outside
officers stipulated by the Tokyo Stock
Exchange and the “Criteria for Independence ofOutside Officers” stipulated by Olympus.
Dr. Luann Marie Pendy has extensive
experience and diverse knowledge through her
work with Medtronic plc., one of the world’s
leading companies in the healthcare industry, as
well as with several other companies. In
particular, she also possesses a high level of
insight, expertise, and capabilities that are
expected of an Outside Director of Olympus
through her experience in the areas of Quality
Assurance and Regulatory Affairs (QA&RA),
as well as her experience on quality-related
committees. Olympus expects that Outside
Directors will monitor management from theperspective of achieving sustainable growth of
Olympus and enhancing corporate value overthe medium to long term as entrusted byshareholders, and will provide advice based on
their own knowledge. From the above,
Olympus has determined that she is anindispensable person for the composition of theBoard of Directors and nominated her.
Moreover, we have determined that she willcontribute to achieving sustainable growth of
Olympus and enhancing corporate value overthe medium to long term, as well as fulfilling
Olympus’s aim of enhancing theinternationality and diversity of the Board of
Directors as a global medtech company.
In addition, Olympus considers that there is norisk of conflicts of interest with generalMembership of committee DesignaNametion asindepenNominating Compensation
Audit
dent
Committee Committee Committee
officer

Supplementary
explanation of therelationship

Reasons for appointment
shareholders and designates her as anindependent officer because she meets thestandards for the independence of outside
officers stipulated by the Tokyo Stock
Exchange and the “Criteria for Independence ofOutside Officers” stipulated by Olympus.

[Supervisory Committees]
Committee Compositions and Chairperson Attributes

Total number ofmembers

Number of fulltime members

Number ofinternal directors

Number ofoutside directors

Chairperson

Nominating
Committee

4

0

1

3

Outside director

Compensation
Committee

3

0

0

3

Outside director

Audit Committee

4

1

1

3

Outside director[Executive Officers]
Number of Executive Officers

10

Status of concurrent duties

Name
Yasuo Takeuchi
Stefan KaufmannFrank Drewalowski
Gabriela Kaynor
Chikashi Takeda
Nacho Abia
Tetsuo Kobayashi
Andre Roggan
Shigeto Ohtsuki
Pierre BoisierRepresentative
authority
Yes
Yes
No
No
No
No
No
No
No
No

Yes
Yes
No
No
No
No
No
No
No
No

Concurrent position as director
Nominating
Compensation
Committee
Committee
membermember
×
×
○
×
×
×
×
×
×
×
×
×
×
×
×
×
×
×
×
×

Concurrent
position as
employee
No
No
No
No
No
No
No
No
No
No

[Auditing Structure]
Appointment of directors and/or staff to support the
Audit Committee

Yes

Matters concerning relevant directors’ and employees’ independence from executive officers
We shall allocate a dedicated employee who will assist with the Audit Committee’s duties. Employees can be deployed in dual
roles as needed. In addition, we shall set forth internal corporate regulations to ensure independence from execution as stated below,
and ensure effectiveness of directions from the Audit Committee to such employees.
1) While employees who have been assigned to assist in the duties of the Audit Committee assist in those duties, directors(excluding Audit Committee members), executive officers and employees, etc. shall not give them commands or instructions.

162) The appointment, dismissal, transfer, wage and personnel evaluation of employees who are assisting the Audit Committee with
their duties shall be decided only after obtaining the approval of the Audit Committee.
Cooperation among Audit Committee, accounting auditors and internal audit department
To improve the effectiveness of internal audit functions and promote organizational audits, Olympus has established a dual
reporting line where the internal audit function reports directly to the Chief Executive Officer (CEO) and the Audit Committee
about the implementation status and results of internal audits, as well as results of evaluations on the development and operationof internal controls. When the internal audit plan is being formulated, the Audit Committee confirms the plan to make sure it isconsistent with the perspective of the Audit Committee. Moreover, the internal audit function works closely with the accounting
auditor and shares information on audit plans and audit results. The Audit Committee confirms the effectiveness of each risk
management, control, and governance process under the supervision of Executive Officers by giving instructions to the internal
audit function and regularly hearing reports on J-SOX and internal audit results, etc.

[Matters Concerning Independent Directors]
Number of independent directors

10

Other matters concerning independent directors
We designated ten outside directors as independent officers. No special interest relation exists between outside directors andOlympus.
[Policy on independence of Outside Officers]
Olympus has established its “Criteria for Independence of Outside Officers” as described below in order to clarify its policy on the
independence of Outside Officers:[Criteria for Independence of Outside Officers]
1) In any of the past 10 fiscal years, the Outside Officer has not directly received more than ¥10 million in remuneration(excluding remuneration from Olympus to Officers) or other assets from Olympus and Olympus’s affiliates (hereinafter,
collectively the “Group”). If the Outside Officer is a consultant, accounting expert or legal expert, the organization to which
he or she belongs has not received more than ¥10 million in remuneration or similar from the Olympus Group.
2) During the past ten-year period, the Outside Officer has not been an Executive Director, executive officer, Corporate Officer
or employee of the rank of General Manager or above at a company that falls under the following categories.
(1) In any of the past 10 fiscal years, the monetary amount of the relevant company’s transactions with the Olympus Grouphas been more than 2% of the consolidated revenue of either Olympus or the Olympus Group(2) The relevant company is a principal shareholder of Olympus (holding more than 5% of the total number of voting
rights of Olympus directly or indirectly; the same shall apply hereinafter).
(3) The Olympus Group is a principal shareholder of the relevant company(4) The relevant company has substantive interests in the Olympus Group (as a main bank, consultant, etc.)(5) The Olympus Group and the relevant company have a relationship in which they mutually dispatch and appoint
directors
3) The Outside Officer is not financially dependent on a person who falls under the categories of 1. or 2. above.
4) The Outside Officer is not a spouse of, or a relative within the third degree of kinship of, a Director, Executive Director,
Corporate Officer or employee of the rank of General Manager or above at the Olympus Group.
5) The Outside Officer does not belong to an auditing firm that conducts statutory audits of the Olympus Group.
6) In addition to each of the above items, the Outside Officer does not have any significant interest that casts doubt on his or
her independence.

[Incentives]
Implementation status of measures related toincentives granted to directors and/or executive
officers

Introduction of a performance linked compensation system

Supplementary explanation of relevant items

17

Details on our compensation system are provided in the section “Disclosure content of policy for determining compensation
amount or the calculation method.”
Persons eligible for stock options

Supplementary explanation of relevant items―――[Compensations for Directors and Executive Officers]
Status of disclosure of individual executive officer’s
compensation

Individual compensation is partially disclosed

Supplementary explanation of relevant items
We have disclosed the following compensation results for directors and executive officers for the fiscal year ended March 31, 2023
in its business report and annual securities report.
<Compensation, etc. for the fiscal year ended March 31, 2023>(1) Total amount by type of compensation, etc., and the number of officers subject to compensation, etc.
Total compensation by type (in millions of yen)
Officer classification

Total amount ofcompensation, etc.
(in millions of yen)

Basiccompensation

PerformanceNon-monetary
linkedcompensation,compensation,
etc.
etc.

Number of subject
officers (persons)Inside

1,094

531

190

373

3

Outside

192

151

-

41

11

Total

1,286

682

190

414

14

Executive Officer

1,122

570

223

329

4

Director

Notes:
1. Basic compensation includes the amount paid in the fiscal year ended March 31, 2023, and performance-linked compensation,
which is a short-term incentive, and non-monetary compensation, which is a long-term incentive, include the amounts recorded as
expenses in the fiscal year ended March 31, 2023. Performance-linked stock compensation (PSU: Performance Share Unit) of 387
million yen is only recorded in non-monetary compensation, etc., and is not recorded in performance-linked compensation, etc.
2. There are two other executive officers who double as director in addition to the four executive officers mentioned above,
compensation, etc., of the two are included in compensation, etc., for inside directors.
3. We do not pay performance-linked compensation, etc. to directors who do not double as an executive officer.
4. The aforementioned outside directors include the two outside directors who retired at the close of the General Meeting of
Shareholders for the fiscal year ended March 31, 2022 held on June 24, 2022.
5. One outside director has requested to decline his compensation and the Compensation Committee has decided not to pay thecompensation to him. However, he is included in the number of outside directors mentioned above.
(2) Total amount of consolidated remuneration, etc. for each officer of the submitting company whose total amount of consolidated
remuneration, etc. is 100 million yen or more
The total amount of compensation, etc., for the fiscal year ended March 31, 2022 for each officer is as follows.

18

Name

Yasuo Takeuchi
Stefan Kaufmann

Officerclassification

Total amount ofcompensation, etc.
(in millions of yen)

Director,
Executive Officer
Director,
Executive Officer
Executive Officer
Executive Officer
Executive Officer

Total compensation by type (in millions of yen)
PerformanceNon-monetaryBasiclinkedcompensation,compensationcompensation,
etc.
etc.

381

92

81

209

734

468

109

157

Chikashi Takeda
123
33
32
58
Nacho Abia
344
80
99
164
André Roggan
230
117
60
53
Notes:
1. The “Basic compensation” in the table above includes the amount paid in the fiscal year ended March 31, 2023. “Performancelinked compensation, etc.” includes the amount of short-term incentive compensation with the fiscal year ended March 31, 2023
as the evaluation period and “Non-monetary compensation, etc.” includes the amount of long-term incentive compensation withthe fiscal year ended March 31, 2023 as a part of the evaluation period (subsequent grant-type restricted stock compensation andperformance-linked stock compensation), both of which are recorded as expenses in the fiscal year under review. Amounts
recorded for performance-linked stock compensation are not included in “Performance-Linked Compensation, etc.”
2. Stefan Kaufmann, Andre Roggan and Nacho Abia have employment contracts with overseas subsidiaries and the “Basiccompensation” amount in the above table includes various allowances and welfare benefits provided under such employment
contracts for three of them.
3. Stefan Kaufmann and Andre Roggan are executive officers of our company having office for execution in Japan and theirprinciple place of residence is Japan, while belonging to an overseas subsidiary. We make the necessary adjustments toensure that their tax burden for income taxes is consistent with that of the residents of the belonging country. The amount oftaxes, etc. incurred in connection with such treatment is also included in the amount shown under “Basic compensation” inthe table above. In addition, unsettled taxes that are temporarily incurred in the relevant country and for which a refund is
to be requested (Stefan Kaufmann: 216 million yen, Andre Roggan: 30 million yen) are not included in the compensation of
the table above.
(3) Short-term incentive compensation, for which the evaluation period was the fiscal year ended March 31, 2023 (FY2023STI)
Evaluation indicators and composition ratios for short-term incentive compensation (STI) for the fiscal year ended March
31, 2023 were: Revenue = 30%, Operating profit margin = 40%, and Strategic goals = 30%.
i. Revenue: 30%
Initially, we set the target of revenue according to the “next term outlook” of the financial statements for the fiscal year ended
March 2022, however, pursuant to the decision to transfer the Scientific Solutions business it was confirmed that it will
become discontinued operations, the Compensation Committee has made a resolution to define the target to the revenue ofcontinuing operations on March 23, 2023. For achieving 100% of the target, 100% will be paid, and the payment rate will
be from a lower limit of 0% to an upper limit of 200%. If Revenue (X) exceeds the target, for the payment rate of between
100% and 110% payment, it is calculated as Payment rate = 100 + (X - 8,300) * 10/162, and for the payment rate between
110% and 200% payment, it is calculated as Payment rate = 110 + (X - 8,462) * 90/337. If Revenue (X) is below the target,
the pay rate between 50% and 100% payment is calculated as Payment rate = 50 + (X - 7,981) * 50/319.
ii. Operating profit margin: 40%
We set the target of operating profit margin according to the “next term outlook” of the financial statements for the fiscal
year ended March 2022, however, the Compensation Committee has made a resolution to define the target to the operating
profit margin of continuing operations on March 23, 2023. For achieving 100% of the target, 100% will be paid, and thepayment rate will be from a lower limit of 0% to an upper limit of 200%. If Operating profit margin (Y) exceeds the target,
for the payment rate of between 100% and 110% payment, it is calculated as Payment rate = 100 + (Y - 21.4) * 10/1.9, andfor the payment rate between 110% and 200% payment, it is calculated as Payment rate = 110 + (Y - 23.3) * 90/0.2. If
Operating profit margin (Y) is below the target, the pay rate between 50% and 100% payment is calculated as Payment rate
= 50 + (Y –20.1) * 50/1.3. If Operate profit margin is less than 20.1%, the Payment rate is 0%.
iii. Strategic goals: 30%
Matters related to the following “Materiality Topics to be Addressed Company-Wide” were determined for the fiscal year
ended March 31, 2023, and were presented at the financial results briefing for the fiscal year ended March 31, 2022 that washeld on May 11, 2022, which were then set as common goals for all executive officers. Payment with a lower limit of 0% to
an upper limit of 200% was determined according to the achievement degree for each target.
- Focus on diseases on which we can have a market leading impact- Shape the future by investing in new ways to elevate the standard of care
- Enable our organization to better execute globally and at a pace
Short-term incentive compensation (STI)
Performance

Revenue (30%)

Target value

Actual value

Achievement rate

Payment rate

¥830.0 billion¥832.8 billion

101.8%

30.54%

19

evaluationindex

Operating profit
margin (40%)

21.4%

20.0%

93.5%

0%

Strategic goals
(30%)

–

–

99.1%

29.73%

Notes:
1. Revenue: After foreign exchange adjustment
2. Operating profit margin: Calculated using operating profit after adjustment by deducting other income and expenses.
As a result of the above, the consolidated payment rate of each performance index was 60.3%. In addition, the payment amount
was determined by multiplying this payment rate by the standard amount of short-term incentive compensation (STI).
(4) Long-term incentive compensation (FY2021-PSU), for which the fiscal year ended March 31, 2023 was set as the final
year of the evaluation period
The target period was the three years from the fiscal year ended March 31, 2021 to the fiscal year ended March 31, 2023,
with (1) operating profit, (2) ROIC, (3) EPS growth rate, (4) relative TSR, and (5) ESG set as performance indicators. The
purpose was to stimulate the motivation to achieve the management strategy goals that were announced in November 2019
and to provide rewards for the results. Transfer of the imaging business was completed during this period, and the transferof the scientific solutions business was completed on April 3, 2023. Therefore, the Compensation Committee decided toevaluate the results of continuing business operations by excluding these areas.
The following table summarizes the weight for each indicator, target values for 100% payment, results, and the payment
rates based thereon.
Performance
evaluation index(1) Operating profit
marginWeightTarget (100% payment)

Actual results

Payment rate

40%

20%

20.0%

100%

(2) ROIC

15%

20%

18.4%

80%

(3) EPS growth rate15%

25% (3-year average)

35.8%

200%

(4) Relative TSR

20%

50%ile (Peer group)

58.8%ile

135.2%(5) ESG10%

DJSI-index

World

200%

Payment rate

129%

Notes:
1. Operating profit margin, ROIC and EPS growth rate are adjusted results after other income and expenses have been
deducted
2. (Operating profit margin payment rate %) = 50 * (Operating profit margin result) - 900
3. (ROIC payment rate %) = (100 * (ROIC Result) - 1,200) * 1/8
4. (ESP growth rate payment rate %) = (100 * EPS growth rate result - 1,800) / 7
5. (Relative TSR payment rate %) = 4 * (Relative TSR result %ile) - 100
6. ESG payment rate: Determined from the DJSI-index for each fiscal year during the evaluation period. The following shows
the results for each year of the DJSI-index, and the payment rate was 200%.
FY2021 = Asia Pacific, FY2022 = World, FY2023 = World
The resulting payment rate was 129%, and the number of shares to be vested was calculated by multiplying this payment
rate by the number of PSU units that have been granted to each executive officer.
(5) Stock compensation with units granted for the fiscal year ended March 31, 2023
Stock compensations with units granted for the fiscal year ended March 31, 2023 were as follows:Typesubsequent grant-type
restricted stockcompensation (RSU)
performance-linked stockcompensation (PSU)

Name
FY2023-RSU
FY2023-PSU

Policy for determining compensation amounts andthe calculation methods

Eligible person

Date of granting unit

Non-executive Directors

June 24, 2022

Total number of unit
granted20,142

Executive Officers

April 1, 2022

209,304

Executive Officers

April 1, 2022

313,960

Available

Disclosure content of policy for determining compensation amounts and the calculation methods
As a company with a Nominating Committee, etc., the Compensation Committee, majority of which is comprised of independent
outside directors, considers and decides matters including the policy to determine individual compensation, etc., for directors and20executive officers, the compensation content, and matters related to compensation regulations. See Attachment 3 in this Report for
details on the company’s policy to determine individual compensation, etc., for directors and executive officers for the fiscal year
ending March 31, 2024.

[Support Systems for Outside Directors]
We established the “Secretary to the Board” as a dedicated organization to support the execution of duties of outside directors aswell as the effective and vigorous activities of the Board of Directors, Nominating Committee and Compensation Committee.
To support the effective execution of the roles and duties of outside directors, we work proactively to provide outside directors
with information and distribute documents prior to Board of Directors meetings while setting an opportunity for the explanationof agendas in advance as necessary and working to stimulate discussions in the Board of Directors meetings.
Additionally, we support the acquisition of knowledge about Olympus by providing training comprising visits to our major
business bases such as business facilities and factories, etc., and business study sessions such as briefing sessions, products
demonstrations, and technical result presentations. By having meetings with newly appointed Directors and executive officers, etc.,
the Olympus Group is also promoting understanding of executive thinking and awareness of issues, and providing support todeepen understanding of the roles and responsibilities of Company Directors. We will also provide support including coveringcosts for gaining the necessary knowledge to carry out their duties as a Director.

2.

Matters Concerning Functions of Business Execution, Auditing and Monitoring, Nomination andCompensation Decisions (Overview of Current Corporate Governance System)
Organizational design is a company with Nominating Committee, etc. By having the Board of Directors specialize in deciding
important items related to the core of management and in management monitoring, we are working to enhance our management
speed and monitoring functions. For items related to the everyday execution of duties, authority has largely been delegated to
executive officers as we work to increase the speed of management decision making and execution of duties.
The following shows the composition of the Board of Directors and each committee.
Position

Board ofDirectors

Name

Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Independent Outside
Director
Director

Nominating
Committee

Sumitaka Fujita◎

Yasumasa Masuda○

David Robert Hale○

Jimmy C. Beasley○

Sachiko Ichikawa○

Yasushi Shingai○

Kohei Kan○

Gary John Pruden○○

Tatsuro Kosaka○○

Luann Marie Pendy○

Yasuo Takeuchi○

Director

Stefan Kaufmann○

Director

Toshihiko Okubo○

Compensation
Committee

Audit
Committee

◎
◎

○
○
◎
○

○
○
○

Members are indicated by ○, and heads of organizations (Chairperson the Board of Directors or Chairperson) are indicated by ◎.

[Board of Directors]
Purpose and Authority,
etc.

-

The Board of Directors convenes at least once every three months and when needed. The Board of Directors determines
matters related to basic policies of management and internal control systems and other important matters, and monitors
the execution of the duties of directors and executive officers, etc.
The Board of Directors is chaired by an independent outside director. We expect that outside directors will monitor
management from the perspective of achieving sustainable growth of Olympus and enhancing corporate value over the
medium to long term as entrusted by shareholders, and will provide advice based on their own knowledge.
We proactively provide directors with information to enable the effective execution of their roles and duties. The outside
directors may at all times when needed or when considered appropriate require clarifications, reports or the submissionof internal documents from internal directors, executive officers, corporate officers, and employees, so as to strengthen
the functions of information transmission and monitoring and to create systems to ensure the soundness of management.

21

Considerations for the
fiscal year ended
March 31, 2023-

Matters related to Olympus’s basic management policies; e.g. corporate strategies, business plans, performance forecasts
and Basic Policy on the Internal Control System, etc.
Matters related to Corporate Governance (Status report for each business, risk management, internal audit plan, statusof quality control and information security efforts, status report on IR activities, evaluation of the effectiveness of theBoard of Directors, executive structure for the next term, etc.)
Matters related to the status of activities of each Committee; e.g. audit plans of the Audit Committee, matters discussed
at the Compensation Committee, and sharing of other committee proceedings, etc.

In addition to the above, the Chairperson of the Board of Directors reports on matters to be discussed at the meeting of theGroup Executive Committee as necessary and the Board of Directors regularly receives status reports on the execution ofduties from executive officers.
Number of meetings
held
Other activities

16
-

-

-

So that our Board of Directors can contribute to enhancing Olympus’s corporate value by cooperating with executive
officers, its duties to be fulfilled are (i) improving recognition and insight into the management environment andmanagement issues through constructive discussion with executive officers, (ii) effectively monitoring management
decision making and execution from a strategic and broad perspective, and (iii) supporting the promotion of strategies
so Olympus can develop itself as a global medtech company, and it will exercise effective monitoring capabilities.
We hold an “Executive Session,” which is held after the conclusion of every Board of Directors meeting and an “Opinion
Exchange Meeting for Outside Directors,” which is held four times a year (once per quarter). These are meetings inwhich only outside directors can participate. At each meeting, the outside directors aim to share their recognition while
extracting management issues and the Chairperson provides feedback on the details to the executive officers.
The Olympus Group is making efforts to improve the effectiveness of the Board of Directors including improvements
based on the results of evaluations on the effectiveness of the Board of Directors regarding matters that should be
discussed and reported at Board of Directors meetings.

[Nominating Committee]
Purpose and Authority, - The Nominating Committee deliberates matters related to human resources at the director and executive officer level,etc.
and determined the content of proposals submitted to the general meeting of shareholders in relation to the appointment
and dismissal of directors.
- The Nomination Committee shall consist of at least three members selected from among Directors by the Board of
Directors, and the majority shall be independent outside directors. In addition, the chairperson shall be an independent
outside directors.
Considerations for the- In considering the plan for the composition of the Board of Directors, the Nominating Committee updated a matrix offiscal year ended
the experience and knowledge required of our directors.
March 31, 2023
- Regarding the selection of candidates for Directors, outside consultants were used, and deliberations and interviews
were conducted according to the selection criteria after considering the composition of Olympus’s Board of Directors.
- Regarding the selection plan for executive officers, the Nominating Committee discussed their suitability and madedecisions after a year-long evaluation and selection process.
- Regarding the succession plan for executive officers, the Nominating Committee discussed whether the candidates
possessed the desired experience and knowledge in accordance with expected roles in the execution of duties at
Olympus.
Number of meetings
17
held[Compensation Committee]
Purpose and- The Compensation Committee considers matters related to compensation for Directors and executive officers,
Authority, etc.
establishes the policy for the content of individual compensation, etc., and determines the details for compensation ofeach Director and executive officer according to this policy.
- The Compensation Committee shall consist of at least three members selected from among Directors by the Board of
Directors, and the majority shall be independent outside directors. In addition, the chairperson shall be an independent
outside directors.
- Details about compensation for Directors and executive officers were determined.
Considerations for the
fiscal year ended- Details have been disclosed in annual securities reports.
March 31, 2023
Annual Securities Report For the Fiscal Year Ended March 31, 2023 (from April 1, 2022 to March 31, 2023)
https://www.olympus.co.jp/ir/data/pdf/annual155PA.pdf
Number of meetings
11
held[Audit Committee]
1) Audits on how executive officers and Directors execute their duties, and preparing audit reports
Purpose andAuthority, etc.
2) Determining proposal contents for appointing, dismissing, and refusing reappointment of the accounting auditor
3) Other duties stipulated in laws and regulations and the Articles of Incorporation, and other matters determined to benecessary by the Audit Committee- The Audit Committee shall consist of at least three members selected from among Directors by the Board of Directors,
and the majority shall be independent outside directors. In addition, the chairperson shall be an independent outside
directors. At least one member shall have an extensive understanding of finance and accounting operations.
Considerations for the- In addition to maintaining an independent position and fair and unbiased attitude and auditing and monitoring the
fiscal year ended
Accounting Auditor and internal audit department, the Audit Committee conducted effective, efficient audits by directly
March 31, 2023
verifying the suitability and validity of the execution of duties by the directors and executive officers.
- In addition to monitoring and evaluating whether the Accounting Auditor maintained an independent position andperformed suitable audits, the Audit Committee received reports from the Accounting Auditor on the state of executionof its duties and requested explanations where necessary.
- Details have been disclosed in annual securities reports.

22

Annual Securities Report For the Fiscal Year Ended March 31, 2023 (from April 1, 2022 to March 31, 2023)
https://www.olympus.co.jp/ir/data/pdf/annual155PA.pdf
Number of meetings
held

25

Note: Attendance for individual directors and committee members at each meeting body is disclosed in annual securities reports.
Annual Securities Report For the Fiscal Year Ended March 31, 2023 (from April 1, 2022 to March 31, 2023)
https://www.olympus.co.jp/ir/data/pdf/annual155PA.pdf[Executive Officers]
Executive officers are comprised of the following ten persons: Executive Chairperson, President and Chief Executive Officer(CEO), Endoscopic Solutions Division Head, Therapeutic Solutions Division Head, Chief Financial Officer (CFO), Chief Strategy
Officer (CSO), Chief Manufacturing and Supply Officer (CMSO), Chief Technology Officer (CTO), Chief Human Resources
Officer (CHRO), and Chief Quality Officer (CQO), who accelerate and streamline the decision-making system in the Olympus
Group and centrally manage risk management across the Olympus Group.
[Contents of limitation of liabilities agreements and directors and officers insurance]
In order to enable directors to fully discharge their expected functions, we have entered with directors (excluding executive
directors, etc.) into agreements based on the provisions of Article 427, paragraph (1) of the Companies Act which limit theindemnification liability pursuant to Article 423, paragraph (1) of the Companies Act, such that the indemnification liability under
the said agreements corresponds to the statutory minimum indemnification liability amount. This limitation of liability applies
only when the liability is the result of a director performing their duties in good faith and without gross negligence.
Furthermore, we have entered into directors and officers liability insurance agreements with an insurance company pursuant to
Article 430-3, Paragraph 1 of the Companies Act. Insured persons in this insurance agreements include officers and managerial
employees of Olympus and its subsidiaries (in Japan and Asia), and insurance premiums are paid in full by Olympus. The insurance
agreements cover damages that may arise when the insured person assumes liability for the execution of his or her duties or receives
claims related to the pursuit of such liability. We will bear the full amount of the insurance premiums. However, the Olympus
Groups takes measures to ensure that the proper execution of duties is not compromised by excluding damage claims resulting
from criminal acts or acts performed with an awareness of legal violations not covered by insurance.

3.

Reasons for Adoption of Current Corporate Governance System
We aim to develop itself as a truly global medtech company, and as described below, taking the structure of a company with
Nominating Committee, etc., we strive to accelerate decision making in the execution of duties and to strengthen and further
increase the transparency of governance.
1. Acceleration of management decision making and business execution functions
Functions are separated based on the basic principle of “separation of corporate monitoring and business execution” in a “acompany with nominating committee, etc.” The Board of Directors focuses on deciding important matters on core managerial
elements and management monitoring, and works to enhance management speed and monitoring functions. We will seek toaccelerate management decision-making and execution by delegating more authority to executive officers concerning mattersrelated to daily business execution.
2. Reinforced monitoring function in management
We will establish three committees as defined by law; nominating committee, compensation committee and audit committee, which
consist in the majority of independent outside directors, supervise management through the functions of each committee, and build
more appropriate management monitoring system.
3. Increased transparency in management
The nominating committee, which consists in the majority of independent outside directors, will decide candidates for directors,
while the compensation committee, which consists in the majority of independent outside directors, will decide compensation of
directors and executive officers. These committees will improve the transparency of director and executive officer assignment andcompensation decisions. We will seek to further increase its management transparency to domestic and foreign stakeholders.

23III Implementation of Measures for Shareholders and Other Stakeholders
1.

Measures to Vitalize General Shareholder Meetings and Facilitate Exercise of Voting Rights
Supplementary explanation

2.

Advance dispatch of
convocation notices of general
meetings of shareholders

In order to provide our shareholders with time to sufficiently review information on the
convocation notice, we send the convocation notice three weeks before the general meetingof shareholders.
Additionally, a few days before the convocation notice is sent, electronic provision of the
convocation notice will commence on our website, TDnet, website for posted informational
materials for the general meeting of shareholders (https://d.sokai.jp/7733/teiji/) and theelectronic voting rights exercise platform.

Off-peak scheduling of general
meetings of shareholders

The policy is to appropriately set the date on which the general meeting of shareholders is tobe held with the intention of shareholders attending after adequately considering proposals.

Electronic voting rights
exercise

Voting rights can be exercised electronically by using our designated voting rights exercise
website or the electronic voting rights exercise platform.

Provision of English
convocation (outline) notices

The text English translation of the convocation notice is available on the electronic voting
rights exercise platform and our website.

Other matters

The full text of the resolution notice is published on the electronic voting rights exercise
platform and our website.
In order to gain the understanding of shareholders, video and other presentation materials
are used to illustrate the matters reported in general meetings of shareholders. Thesematerials are also published on our website.
Furthermore, by adopting an attendance-type virtual general meeting of shareholders inwhich questions can be asked and voting rights can be exercised through an online
attendance method, as well as by accepting questions in advance, we are working to secure
the opportunity for all shareholders to exercise their voting rights. Part of the video that islivestreamed on the day of the general meeting of shareholders is posted in the above
materials on items to be reported and on our website after the meeting is held.

Status of IR-related Activities
Supplementary explanations

Availability of
explanations fromthe representative

Disclosure policy creation andpublication

We published its “Information Disclosure Policy” on our website.
In addition, in accordance with its information disclosure policy, we
have established information disclosure frameworks, disclosure
standards, and pertinent information management regulations, as well
as Information Disclosure Regulations for timely and appropriate
information disclosure.

Regular briefing sessions forindividual investors

Our website provides an overview of our businesses, its strengths, andthe steps that it has taken to develop cutting-edge optical equipment
products. Furthermore, as opportunities for direct dialogue, we
participate in individual investor briefings and online seminars held bysecurities companies and IR events when suitable.

No

Regular briefing sessions foranalysts and institutional
investors

On the day that financial results are announced each quarter, ourmanagement holds results briefings for direct dialogue with analysts
and institutional investors on the business environment, financial
results, financial forecasts, and progress in the management strategy.
Furthermore, in addition to holding events such as Investor Day,
management strategy briefings, small meetings with our management,
new product presentations, and factory tours as appropriate, we
participate in conferences held by securities companies.
Moreover, individual meetings are held by the Chief Executive Officer(CEO), Chief Financial Officer (CFO), and IR officers as needed,
excluding the quiet period between the day quarterly results arecalculated and the day financial results are announced.

Yes

Regular briefing sessions forinternational investors

On the day that financial results are announced each quarter, ourmanagement holds the results briefing at the same time as the briefing
for domestic analysts and institutional investors. Moreover, several
times a year, the CEO, CFO, or an IR officer visits overseas

Yes

24

institutional investors and also participates in overseas conferences
held by securities companies when suitable.
In addition, we also locate IR officers in the U.S. where many of ourshareholders are located (second to Japan). We convene individual
meetings as needed and participate in conferences held by securities
companies convened in the U.S. when appropriate, excluding in thequiet period up until the day quarterly results are released.
The Olympus Group ceased visiting overseas institutional investors in
March 2020 due to the effects of COVID-19, and resumed such visitsfrom November 2022. The CEO or CFO has held meetings in Europe,
the United States, and Asia.

Publication of IR materials on
the Company website

We publish financial results information (financial results,
presentation materials, numerical reference materials) and othercorporate disclosures, integrated reports, convocation notices togeneral meetings of shareholders, shareholder communications,securities reports and quarterly reports, medical fact books, and reportson the Olympus Group’s sustainability initiatives. We also publish
videos of various events including Investor Day, management strategy
briefings, new product presentations, and general meetings ofshareholders.

IR Department (Officer)

Officer in charge:
Executive Officer, Chief Financial Officer Chikashi Takeda
Department in charge: IR department.
[Providing IR Materials in English]
Financial information (financial results, presentation materials, andnumerical reference materials), relevant disclosure materials in
addition to financial information, integrated reports, convocation
notices for general meetings of shareholders, and medical fact books
are disclosed in English. It is planned to disclose the securities reportfor the fiscal year ended March 31, 2023 in English.
[Results of Interviews for the Fiscal Year Ended March 31, 2023]
Number of interviews: 959
Officers (CEO, CFO, CAO, COO, Outside Directors, etc.): 113
IR Department: 846(Number of interviews in the past three years for reference)
Fiscal year ended March 31, 2022: 992
Fiscal year ended March 31, 2021: 888
Fiscal year ended March 31, 2020: 702*CAO: Chief Administrative Officer*COO: Chief Operating Officer*Number is the total number of institutions where interviews wereconducted

Other matters[Status of Giving Feedback to Management and the Board of
Directors]
The IR Department makes regularly reports to the CEO and CFO
about dialogue with analysts and institutional investors. Every six
months, feedback is given at the Group Executive Committee and
Board of Directors meeting about evaluations and concerns related tothe capital market by means of an IR Activity Report. Management
and the IR Department also work to improve IR activities including
efforts to enhance dialogue and improve and widen disclosurematerials by considering the opinions of analysts and institutional
investors.
The following shows the main concerns of analysts and institutional
investors for the fiscal year ended March 31, 2023.
Impact of the lockdown, etc. in the Chinese market
Impact of inventory and price increases with raw materials andcomponents including semiconductors on performanceContent of Warning Letter given by the U.S. Food and Drug
Administration and Olympus’s response
Management indicators for the next management strategy
Capital allocation and shareholder return policy

25

3.

Status of Measures to Ensure Due Respect for Stakeholders
Supplementary explanations
Regulations on the integrationof stakeholder viewpoints
based on internal regulations,etc.

The Olympus Group has established the “Olympus Global Code of Conduct,” which
expressly prescribes behavior in accordance with laws and regulations and high ethicalstandards as well as fair and honest corporate conduct in relationships with all of our
stakeholders including patients, medical professionals, business partners, shareholders,
employees, local communities, and regulatory agencies.
[ESG Strategy and Governance]
Through our Corporate Philosophy, the Olympus Group has identified areas of ESG(Environment, Society, Governance) and materiality topics on which to focus, and areworking to resolve various social issues.
While keeping the foundation and framework of the existing ESG strategy, after hearing
the opinions of stakeholders, taking into account the expectations and requirements forsustainability required of companies by society in recent years, and considering trends inthe medtech industry, during the fiscal year ended March 31, 2023, the Olympus Group
has newly reorganized its usual “6 ESG Areas” and “25 Materiality Topics” into “6Focus Areas,” under which we have identified and established “25 Materiality Topics.”
These “6 Focus Areas” and “25 Materiality Topics” have been integrated into ourmanagement and business activities, and our goal is to contribute widely to the resolutionof social issues through these activities. The Olympus Group considers ESG to be an
important issue for becoming a competitive global medtech company and contributing
to the realization of a sustainable society.
[6 Focus Areas]- Healthcare Access and Outcome- Compliance, Product Quality and Safety- Responsible Supply Chain- Healthy Organization- Carbon Neutral Society and Circular Economy- Corporate Governance

Implementation ofenvironmental protection
activities, CSR activities, etc.

The Olympus Group has also decided to establish a new global governance system from
April 2023. Under this new governance system, an “ESG Committee” is established thatconsists mainly of the heads of each business and each functional department to help
promote the implementation and monitoring of ESG strategies. Theme-based working
groups will be set up under this according to each theme that needs to be addressed acrossdifferent functions for implementing strategies. The ESG Committee makes reports at
Group Executive Committee and Board of Directors meetings on matters such as strategy
implementation status, activity results, and issues. Based on instructions and advice
gained from Group Executive Committee and Board of Directors meetings, the Olympus
Group will properly implement ESG strategies under a proper governance system.
Olympus uses the Dow Jones Sustainability Indices (DJSI), which is one of the world’s
leading indices for evaluating corporate sustainability, as an index for our ESG activities.
As a result, in December 2022, we were selected as a stock comprising “DJSI World”
for the second year in a row and “DJSI Asia Pacific” for the fourth year in a row.
[Environmental Conservation Activities]
The Olympus Group is working to reduce the impact that the entire value chain has on
the environment, including product development, procurement, manufacturing,
distribution, sales, and repair. Under the Chief Executive Officer (CEO) and Chief
Human Resources Officer (CHRO), who take the lead in regards to environmental
activities such as climate change, the Human Resources Head, who is in charge of EHS(Environment, Health, and Safety) functions, oversees the environmental activities of theentire Olympus Group.
Under the direction of the Human Resources Head, the EHS function formulates the“Environmental, Health and Safety Policy” for the whole Olympus Group, as well as theEnvironmental Action Plan, which includes reduction targets for consumption ofgreenhouse gas, and promotes and monitors the progress of the Olympus Group’s
Environmental Action Plan while also promoting continuous improvement. Chief
Executives (CEO and CHRO) are given progress reports on environmental activities asneeded and issue necessary instructions for improvements. The Board of Directors
receives status reports on responses to climate change when suitable and monitors
initiatives.

26

In order to deepen understanding of the Olympus Group, we are striving to actively
disclose and disseminate information. Initiatives related to sustainability, including theabove initiatives, are disclosed on our website.
https://www.olympus-global.com/csr/social/

Formulation of policies
concerning the provision of
information to stakeholders

Olympus’s Corporate Philosophy states “making people’s lives healthier, safer and more
fulfilling,” and serves as the fundamental idea for all its corporate activities. To this end
and in order to gain proper understanding and confidence of all the stakeholders, Olympus
has a policy of disclosing its management policies, financial condition, business activities,
and non-financial related corporate information in a fair, timely, appropriate and proactive
manner. The “Disclosure Policy” is available on our website.
https://www.olympus.co.jp/ir/policy/disclosure.html[Initiatives for health and productivity management]
Regarding the Olympus Group’s health management, occupational health activities
performed by Olympus including health guidance based on health checkup results andmental health support enhancements, and insurance operations such as educational activities
for the prevention of lifestyle-related diseases and promotion of screenings for various types
cancer including endoscopy examinations, which are handled by health insurance
associations, are used to actively promote initiatives through a cooperative system(Collaborative Health). Because of the consideration we give to employee health from amanagement perspective and our promotion of “Health Management” initiatives that are
implemented strategically, Olympus has been listed as a White 500 enterprise in the CertifiedHealth & Productivity Management Outstanding Organizations Recognition Program six
years in a row since 2017. The Olympus Group will continue cooperating with healthinsurance associations to establish an environment where employees and their families canbe healthy and active, to promote activities for improving the health of Group employees,
and to contribute to society through our business activities for promoting the health ofcustomers.

Other matters[Promotion of Work-Life Integration]
In order to prepare an environment where employees can demonstrate their abilities to thefullest and actively continue their career, even with different circumstances such as childrearing or nursing care, the Olympus Group is promoting initiatives for “Work-LifeIntegration” to support both employees’ work and lives to achieve synergy between them,and is working to introduce flexible systems related to working styles and expand users.
As an enhancement of supporting measures for both work and childcare/nursing care, theOlympus Group has introduced the “work-from-home system,” “re-entry system,” “position
flex system,” “reduced working hours system,” and “personnel evaluation system aligned todiversity in workstyles.” The Olympus Group is aiming to realize a diverse workplace,increase productivity and increase employees’ motivation by supporting both work andfamily life.
[Ensuring diversity]
The Olympus Group believes that promoting Diversity, Equity and Inclusion as anorganization will lead to business development that is more attractive, competitive, andinnovative. Therefore, it is our aim to provide challenging work to diverse people
regardless of gender, disability, nationality, or race, and achieve professional andsustainable growth.
In the ESG strategy, formulated by the Olympus Group in the fiscal year ended March 31,
2023, which presents six Focus Areas and 25 Materiality Topics, one of those Materiality
Topics is the promotion of diversity, equity, and inclusion.
In facilitating work-life integration, Olympus has positioned the promotion of women’s
activities as a key issue and formulated a general business owner action plan based on the
Act on Promotion of Women’s Participation and Advancement in the Workplace in 2016.
Major initiatives include expanding the number of employees eligible for the teleworking
system, providing information for employees taking childcare leave, establishing a system
to balance work with infertility and cancer treatment, opening childcare centers at some
workplaces, and establishing the Diversity Promotion Group, a dedicated organization tostrengthen the diversity promotion structure. We support women’s career development
through a feed-forward approach that anticipates life events and provides them withexperiences and opportunities as early as possible. In 2020, our first female corporate officer
was appointed from within the company. By fiscal 2027, our goal is to increase the ratio of
women in global management positions to 30%, and have set a goal of increasing the ratioof women in Company management positions to 13%. The ratio of women is increasing each27

year, and as of the end of March 2023, the ratio of women in management positions is about
7.2%.
In addition, aiming for LGBT persons to feel a sense of ease and happiness in their work, tocreate workplaces highly accepting of diversity, we offer education and events to promote
understanding and are promoting the establishment of a dedicated helpdesk.
In employing persons with disabilities, we approach disabilities as one element of
individuality. We proactively hire persons with disabilities by focusing on what they can do,
support them as they take their positions, and offer employee education. We see the hiringof disabled persons and their onboarding as an important issue, and in addition to engaging
in regular hiring activities, we have established a specialized subsidiary and are improving
our onboarding system. During the onboarding process, we provide training and education
to promote understanding so that superiors and colleagues can understand the nature of theirdisabilities. As part of our onboarding, when disabled persons first joins Olympus, they meetwith the Human Resources Division, their superior, and an industrial physician. As of March
2023, we achieved a disabled person hiring ratio of 2.8%, higher than the statutory
employment rate.
We proactively hire older employees who are past retirement age and believes that it isimportant for personnel who have exercised strong expertise and produced results in the past
to continue to have an active role in Olympus. For employees who wish to continue working
after the fixed retirement age of 60, we have created a system to allow them to continue
working until 65. After improving the treatment of employees in April 2016, we beganreforming our position-style human resources system, which deals with personnel based on
job grade, from April 2020 for rehired personnel who have a high level of expertise in orderto evaluate work after rehiring. Going forward, while considering the trends and tendencies
in society, including laws and regulations, we will continue to build a vibrant working
environment in which employees can exercise their expertise after mandatory retirement.
[Reforming our human resources system to support the challenge of becoming a global
medtech company]
To win in future competition with competing global medtech companies, we cannot only
engage in regional hiring. We must also create a comprehensive operating model forgovernance, operations, and human resources on an integrated, global level, and improve themanagement efficiency of the entire Group. To realize this goal, it is essential that we assign
personnel with diverse abilities that support our global business to the appropriate positions
irrespective of their home country or region. The Olympus Group has implemented a global
personnel system to ensure that the right people are placed in the right positions on a global
level. Based on common Group standards, a personnel system where each employee isrewarded according to their achievements has been established, and effort is being made tofoster a corporate culture where diverse types of human resources of different nationalities,
ages, and genders can have an active role. In April 2023, application of the job-evaluation
based personnel system was expanded to all employees in Japan, where treatment isdetermined by the size and performance of the job rather than the person’s years of service
in the company or age. The Olympus endeavors to provide fair and appropriate employment,
skill development, and promotion opportunities in order to help each employee be in aposition to demonstrate their full potential.
[Compliance]
The Olympus Group works to create an honest corporate culture that complies with laws andregulations. In September 2019, we established the “Olympus Group Code of Conduct,”which is published in 18 languages on Olympus’s website. The status of our complianceinitiatives is listed in our integrated report and posted on Olympus’s website.
[Risk management]
Based on its “Internal Rules on Risk Management and Crisis Response” and related rules,
the Olympus Group has built a global risk management system. The Olympus Group
conducts risk management from the viewpoints of both “offense” that leads to the creationof sustainable growth and value for the company through proactive, sound risk-taking and“defense” to prevent fraud and accidents. We are also working to create a crisis management
process to minimize the effects of unpredicted incidents on corporate value. The status of
our risk management initiatives is listed in our integrated report and posted on our website.
[Information security]
As a Group, we recognize that information security risks not only directly impact Groupbusiness, but can have a serious impact on our customers, medical institutions, and even on
medical care itself. Proper information security risk management and incident response are
becoming increasingly important from the standpoint of the Olympus Group’s sustainablegrowth and for maintaining and enhancing the competitive advantage of our products and28

services. However, measures for protecting against information security risks are not limited
to departments with advanced expertise in information security. Rather, we believe it isessential to have a company-wide response that includes related functions and departments,
and to actively communicate and collaborate with customers such as medical institutions,business partners, industry groups, and government agencies. The Olympus Group
recognizes the proper handling and protection of information as a social responsibility andformulated the “Information Security Policy,” working to ensure information security. The
details of our information security are listed in our integrated report and posted on our
website.
In order to deepen understanding of the Olympus Group, we are striving to actively
disclose and disseminate information.
To facilitate understanding of the Olympus Group, we strive to actively disclose
information and enhance communication. Detailed information is available in integrated
report and published on our website.
https://www.olympus-global.com/ir/data/integratedreport/2022.html

29

IV Matters Concerning the Internal Control System
1.

Basic Views on Internal Control System and Status of Development
All activities of Olympus are based on our Corporate Philosophy, “Making people’s lives healthier, safer and more fulfilling.”
Olympus, based on this basic concept, shall prepare and operate a framework which ensures the effectiveness and efficiency
of operations and appropriateness and reliability of financial reporting of Olympus and its subsidiaries (hereinafter, “theOlympus Group”), and make continuous improvements.
I.

Framework to ensure the appropriateness of business operations in the Olympus Group
1.
Framework to ensure that the execution of duties by Olympus’s executive officers and employees and by the directors
and employees of subsidiaries complies with applicable laws and regulations and the Articles of Incorporation(1) Olympus shall establish “Management Basic Policy,” basic policy the Board of Directors relies on when the Board
monitors the execution of duties of directors and executive officers. Furthermore, it shall establish the Olympus Global Codeof Conduct and internal corporate regulations for quality, product safety, and export control, etc., based on the Corporate
Philosophy, and shall instill the policies and facilitate initiatives to raise awareness of compliance in the Olympus Groupthrough continuing
education and other measures.
(2) Olympus shall also establish a compliance promotion system by appointing an officer in charge of compliance (“Chief
Compliance Officer”) and establishing a function in charge of group-wide compliance. The function in charge of group-wide
compliance shall be responsible for activities toward the improvement of the group compliance system based on the Global
Compliance Management System. In addition, whole Olympus Group shall continuously conduct education of employees andmeasures relating to assessment. Furthermore, within the Olympus Group, if there is or may be a violation of laws andregulations, etc., a global contact desk which can be available 24 hours a day in multiple languages, and a local hotline contact
desk in each region will receive the report of them.
(3) Olympus shall set up an internal audit function reporting directly to the Chief Executive Officer. The internal audit
function shall conduct audits to verify the effectiveness of the various processes for risk management, control and governancewithin the Olympus Group in accordance with the internal audit regulations. The internal audit function shall report the resultsof internal audits to the Chief Executive Officer and the Audit Committee.
(4) In order to ensure the appropriateness and reliability of financial reporting of the Olympus Group, the internal audit
function shall continue to conduct improvement activities by regularly evaluating its efforts and operations to ensure that
control activities relating to financial reporting function effectively under the internal control system.
(5) Olympus shall be responsible for working with lawyers, the police and other parties to systematically stand firm against
anti-social forces and organizations which threaten societal order and safety. The Olympus Group continuously shall conduct
measures for excluding anti-social forces and prepare relevant rules and regulations in order to maintain its social responsibility
to exclude anti-social forces.
2.
Framework regarding the maintenance of records and management of information in relation to performance of duties
by executive officers of Olympus(1) Pursuant to laws and regulations and the internal rules on document management in each region, Olympus shall maintainand manage documents or electronic data.
(2) Directors may access important documents such as the minutes of a meeting of the Board of Directors and documentary
approvals at any time based on the internal rules on document management.
3.

Regulations and other framework relating to managing risks of loss of the Olympus Group(1) Olympus shall manage its business risks of the Olympus Group based on due deliberations held at meetings of the Boardof Directors and the Group Executive Committee, among other meetings, and appropriate operation of the internal approval
procedure.
The Board of Directors shall determine basic management policy, matters related to the internal control system, other importantmatters and important matters related to business execution, as well as deciding matters to delegate to Executive Officers.
Also, for important matters not decided by the Board of Directors, executive officers shall make a decision, and make a reportto the Board of Directors.
(2) Olympus shall manage risks such as those relating to quality, product safety, export control, information security, healthand safety, the environment and disasters by designating functions in charge, establishing internal corporate regulations,working for preventive risk management as the Olympus Group, and implementing education and training.

30

(3) Based on the Internal Control Rules and other related rules, Olympus shall prevent the emergence of serious risks
resulting from the business activities of the Olympus Group, and shall create, operate appropriately, and manage a risk
management system to minimize damage in the event of such risks emerging.
Moreover, pursuant to the Risk Management Operation Rules, each function in charge in the Olympus Group shall be awareof risks and take preventative measures, and Olympus has a framework which enables prompt actions in the event of an
emergency. In the event of a violation of corporate ethics, or an earthquake, fire or accident, the function in charge shall make
immediate reports to the executive officers and relevant people. The final determination in such circumstance shall be made by
the Chief Executive Officer.
4.

Framework to ensure the effective performance of duties by executive officers of Olympus and directors of its subsidiaries(1) The Board of Directors shall approve medium- and long-term Corporate Strategic Plans in which the business objectivesof the Olympus Group are set forth, and action plans for these, which are called annual business plans and other importantmatters. In addition, the Board of Directors shall delegate except matters that should be resolved by the Board of Directors to
executive officers in order to enhance efficient and agile decision-making on the execution of business. In addition, the Boardof Directors shall receive reports, once a quarter, on business performance in order to evaluate the status of our annual businessplan, and monitor executive officers’ performance of duties.
(2) The Board of Directors shall determine the assignment of duties among the executive officers. In addition, the Board of
Directors shall receive, at least once every three months, reports on their duties as performed.
(3) Based on the Job Authority Rules, Organization Rules, and other related rules, Olympus shall define the responsibilities
and authorities of major job ranks and the Board of Directors receives reports from major management organizations on theirduties as performed.
(4) With the establishment of Treasury Control Framework, which regulate financial policies as a base for financial
operations of the Olympus Group, Olympus strengthens the governance of the Olympus Group from a financial aspect, andoversees and manages funding, foreign exchange, and transactions with financial institutions for the Olympus Group including
the subsidiaries.
5.
Framework for reporting to Olympus on matters concerning execution of duties by the directors and employees of thesubsidiaries(1) After Olympus has clarified the management criteria of subsidiaries by means of the Affiliated Company Management
Rules and other related rules, the officers responsible for the regional headquarters shall conduct reviews of the situation facedby subsidiaries’ management, and periodically report the results of the reviews to the CEO of Olympus.
(2) Olympus shall ensure receiving reports as appropriate and in a timely manner from the subsidiaries in accordance with
the Global Consolidated Accounting Control Framework to ensure that we will remain accurately informed of financial position
and results of operation of the Olympus Group, and appropriately maintain and manage the consolidated accounting policies.
6.

Other framework to ensure the appropriateness of business operations in the Olympus Group(1) Olympus shall dispatch its executive officers, corporate officers, or employees to major subsidiaries as directors, auditors,
or other equivalent positions, and the head of each function manages such whole function within the Olympus Group.
Furthermore, in order to ensure the fairness of operations of subsidiaries, Olympus request them to obtain our approval forsignificant matters of subsidiaries based on the Job Authority Rules and any other related rules.
(2) Olympus has appointed an officer in charge of ESG and set goals related to ESG in the Olympus Group and shall continue
to work on them. Moreover, Olympus has set ESG-related indicators as part of the performance-linked compensation for
executives and is strengthening its efforts as a management strategy.
II. Matters necessary for the execution of duties of the Audit Committee
1.
Framework for matters related to employees whose assignment is to assist in the duties of Olympus’ Audit Committee,
and matters related to the independence of those employees from the executive officers of Olympus, and matters related toensuring the effectiveness of instructions from the Audit Committee of Olympus to those employees
Olympus shall allocate a dedicated employee who will assist with the Audit Committee’s duties. Moreover, Olympus may havea concurrent employee as needed. In addition, we shall set forth internal corporate regulations to ensure independence fromexecution as stated below, and ensure effectiveness of directions from the Audit Committee to such employees.
(i) While employees who have been assigned to assist in the duties of the Audit Committee assist in those duties, Directors(excluding Audit Committee members), executive officers and employees, etc. shall not give them commands or instructions.
(ii) The appointment, dismissal, transfer, wage or personnel evaluation of employees who are assisting the Audit Committeewith their duties shall be decided only after obtaining the approval of the Audit Committee.

31

2.
Framework regarding reports by directors (except those who are members of the Audit Committee), executive officers
and employees of Olympus to the Audit Committee, and reports by directors and employees of the subsidiaries of Olympus or
personnel who have received reports from them to the Audit Committee Olympus(1) When directors (except those who are members of the Audit Committee), Executive officers, or employee of Olympus,
as well as any directors, Audit and Supervisory Board members, or employees of a subsidiary discover any material fact inviolation of laws, regulations, or the Articles of Incorporation, any misconduct, or any fact that may cause significant damage
to Olympus, they shall immediately report such fact to the Audit Committee, either directly or through the responsible function.
In other cases where the Audit Committee requests a report from a director, executive officer, or employee, etc. of the Olympus
Group, in accordance with laws and regulations or Audit Committee Rules etc., the director, executive officer, or employee inquestion shall promptly report to the Audit Committee.
(2) Chief Compliance Officer shall regularly make reports to the Audit Committee on the status of compliance within the
Olympus Group. In addition, Chief Compliance Officer shall regularly make reports on details of issues reported and resultsof investigations in accordance with the Internal Reporting System.
(3) The internal audit function of Olympus shall regularly report the status of internal audit in the Olympus Group to the
Audit Committee of Olympus.
3.
Framework to ensure that any personnel who have made a report to the Audit Committee of Olympus will not be
subjected to any unfair treatment due to the report madeOlympus shall set forth internal corporate regulations and shall not impose any unfair treatment (including de-facto measures
such as restricting the personnel to engage in duties, or assigning the personnel solely to work on chores, in addition tomeasures of personnel affairs such as dismissal, demotion, pay cut and other disciplinary actions and disadvantageous transfer)to any personnel who have made a report on the grounds of having made a report to the Audit Committee.
4.
Matters regarding procedures for advance payment of expenses incurred in connection with execution of duties by the
Audit Committee members of Olympus and their reimbursement, and treatment of other expenses or liabilities incurred inconnection with execution of the duties
When an advance payment or reimbursement of expenses is requested for execution of duties of Audit Committee members,
Olympus shall promptly, in accordance with Olympus’s rules and regulations, process disbursement except for such case thatthe expense is obviously deemed unnecessary for execution of duties by Audit Committee members.
5.

Other systems to ensure the effectiveness of audit by the Audit Committee of Olympus(1) Directors, executive officers and employees of Olympus and directors and employees of the subsidiaries shall ensure
effectiveness of the audit by cooperating with the Audit Committee for investigations by interviews and on-site inspections.
(2) Olympus shall ensure that it provides the Audit Committee with opportunities to sufficiently exchange opinions with
Directors, executive officers, Accounting Auditors and any other personnel necessary.
(3) Olympus shall ensure that the Audit Committee is permitted to have its members attend important meetings, and thatthey have an opportunity to state their opinion.
(4) The Audit Committee shall work closely with the internal audit function to receive reports on audit results, etc. from theinternal audit function, and the Audit Committee may exercise its authority to give instructions and make commands to theinternal audit function as necessary.
(5) Olympus shall ensure that it provides the Audit Committee with, upon their request, opportunities of collaboration
between the Audit Committee and Audit Committee of the subsidiaries and collecting information from employees of thesubsidiaries.

2.

Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
Olympus has in the basic policies of its internal control system defined policies against anti-social forces and has establishedframeworks for systematic counteraction. Specifically, we have established an internal communication network, cooperates withlawyers and the police force, and takes preventive measures by joining specialized organizations, along with information gatheringand training activities. Additionally, we work to constantly and completely shield itself by stipulating in agreements with business
partners the exclusion of anti-social forces.

32

V Other
1. Adoption of Anti-takeover Measures
Adoption of takeover defense measure

None

Supplementary explanation of relevant items―――

2. Other Matters Concerning the Corporate Governance System
In disclosing information, Olympus shall comply with the laws and the Financial Instruments Exchange rules and shall disclose
information in compliance therewith. Olympus shall also proactively disclose the information which may have a material impact
on its corporate value evaluation in accordance with the Article 27-36 of the Financial Instruments and Exchange Act (so-called“Fair Disclosure Rules”) and the Internal Information Disclosure Criteria regardless whether such disclosure is not required by thelaws or the rules. To this end, we have established internal corporate regulations such as “Rules on Information Disclosure” and“Detailed Rules on Information Disclosure,” and set out specific duties and procedures for information disclosure.
Based on the “Information Disclosure Flow,” information for disclosure is aggregated from the IR liaison (a person in eachfunction/operating division who is in charge of the information disclosure as appointed by the IR Division), and the Board of
Directors, Group Executive Committee, other committees, the secretariats of such bodies, etc., and whether or not to disclose isdetermined by the head of Information Disclosure after deliberations with the head of the IR division and the head of the division
disclosing the information.

33

Attachment 1[Basic Policy on Corporate Governance]
Our Corporate Philosophy
All our activities are based on our Corporate Philosophy, “Making people’s lives healthier, safer and more fulfilling.” Following
this philosophy, we aim to improve our company’s continuous development and mid- and long-term corporate value for all
stakeholders, including shareholders.
Basic Concepts Regarding Corporate Governance
Based on our fiduciary responsibility to shareholders and our responsibility to stakeholders including clients, employees and local
communities, etc. as well as the above Corporate Philosophy, our company has implemented basically the principles of the
Corporate Governance Code and developed this policy with the aim of realizing effective corporate governance.
1. Securing Shareholders’ Rights and Equality(1) We respect shareholders’ rights and secure their substantial equality.
(2) We take appropriate steps to improve the environment pertaining to the exercise of rights at the general meeting ofshareholders.
(3) If it is judged that listed shares will contribute to the improvement of Olympus group’s corporate value in the mid- tolong-term, then, upon verifying the economic rationality and the future prospects for the mid- to long-term, we will hold thelisted shares. Every year, the Board of Directors will verify the suitability of ownership considering comprehensively the
purpose of holding, the benefits associated with holding and the risks, and gradually reduce shares that we judged not to besuitable for possession. In order to exercise shareholders’ rights regarding policy shareholdings, we will exercise its voting
rights on all agenda items, and from the viewpoint of improving the mid- to long-term corporate value of an enterprise issuingsuch shares, will consider said enterprise’s financial condition and decide appropriately about whether to approve or disapproveeach agenda item.
(4) In the case of conducting related party transactions, Olympus and its subsidiaries are required to obtain the approval of
the Board of Directors of each company in accordance with the “Job Authority Rules” and any other related rules. Its
subsidiaries are required to report to Olympus after obtaining approval from the regional headquarters.
2. Cooperation with Stakeholders other than Shareholders
Under our Corporate Philosophy, “Making people’s lives healthier, safer and more fulfilling.” we endeavor to cooperate as
appropriate with various stakeholders including employees, clients, business connections, creditors and local communities.
We will present its values regarding appropriate cooperation with stakeholders, respect for their interests, and ethics for soundbusiness activities, and stipulate and implement a code of conduct to be complied with by such members. Specifically, we haveformulated the “Corporate Philosophy,” “Our Behaviors” and the “Olympus Global Code of Conduct” as a code of conduct
for all groups, and have widely disseminated them among all officers and employees who belong to Olympus group.
We promote diversity and inclusion for the entire organization and aim for specialized and sustainable growth by providing
opportunities to empower diverse personnel, placing the right person in the right position, irrespective of gender, disability,
nationality, or race.
As a supervisor responsible for compliance-related matters, we have appointed a Chief Compliance Officer (CCO).
Furthermore, we have established a global contact desk which can be available 24 hours a day in multiple languages for any
employees and external stakeholders in addition to local internal compliance-related reporting system in each region. We report
the status of use thereof to the Audit Committee regularly and to the Board of Directors as necessary.
3. Complete Information Disclosure and Secured Transparency
Under the basic concept for all corporate activities, our Corporate Philosophy, “Making people’s lives healthier, safer and more
fulfilling,” we will disclose corporate information, such as management policy, financial condition, status of business activities
and sustainability in a fair, timely, appropriate and active manner for the purpose of obtaining all stakeholders’ correctunderstanding and trust.
4. Basic Concepts on Sustainability Related Initiatives
We identify important ESG areas and important issues (materiality) that should be the focus in our Corporate Strategy andactively implement measures to contribute to the realization of a sustainable society through responsible corporate activities
based on our Corporate Philosophy.
5. Responsibility of the Board of Directors, etc.
(1) Role of the Board of Directors
The Board of Directors determines basic management policy, matters related to the internal control system, and other importantmatters, and monitors directors and executive officers, in the execution of their duties.

(2) Qualification of directors
Having high ethical standards as well as the experience, knowledge and ability required to create mid- to long-term corporate
value, our directors spend a sufficient amount of time for the Board of Directors in order to fulfill their own obligations andresponsibilities.
(3) Diversity of the Board of Directors
We consider the diversity of the composition of the Board of Directors in terms of internationality, gender, career and age, as
well as experience, knowledge and ability, etc.
(4) Scale of the Board of Directors
Based on Olympus group’s scale and business lines, we maintain an appropriate number of members, 15 or fewer persons, as
stipulated in the Articles of Incorporation, in order to effectively and efficiently exercise the functions of the Board of Directors.
(5) Independent outside director
From the viewpoint of increasing the monitoring functions of the Board of Directors, more than half of the directors are
independent outside directors. The independence standards are set forth by the Nominating Committee.
(6) Chairperson of the Board of Directors
For the purpose of securing the monitoring function of the Board of Directors, an independent outside director serves as the
Chairperson of the Board of Directors.
(7) Committees for Nomination, Compensation and Audit
The Board of Directors shall set up a Nominating Committee, Compensation Committee and Audit Committee.
[Nominating Committee]•
The Nominating Committee shall deliberate matters related to human resources at the director and executive officer level,and shall determine the content of proposals submitted to the general meeting of shareholders in relation to the appointment
and dismissal of directors.
•
The Nominating Committee consists of three or more committee members selected from among the directors by the Boardof Directors, and independent outside directors constitute the absolute majority thereof. An independent outside director serves
as the chairman.
[Compensation Committee]•
The Compensation Committee shall deliberate matters related to compensation of directors and executive officers, andprescribe policy in relation to determining the details of compensation, etc. for individuals, and in accordance with the policy,
determine the contents of compensation, etc. for individuals.
•
The Compensation Committee consists of three or more committee members selected from among the directors by the
Board of Directors, and independent outside directors constitute the absolute majority thereof. An independent outside director
serves as the chairman.
[Audit Committee]•
The Audit Committee shall carry out the following duties.
1) Auditing the execution of duties by executive officers and directors, and creating audit reports
2) Determining the content of proposals relating to the appointment, dismissal and non-reappointment of accounting
auditors
3) Other duties prescribed by law or by the Articles of Incorporation, and other matters recognized as necessary by the Audit
Committee•
The Audit Committee shall consist of at least three individuals selected from among the directors by the Board of
Directors, of whom more than half shall be independent outside directors. The chairman of the committee shall be an
independent outside director. Moreover, at least one member shall be an individual who possesses extensive knowledge related
to financial and accounting.
(8) Appointment Process of the Directors
The Nominating Committee shall deliberate director candidates while making reference to the selection criteria, holdinterviews, and determine the content of proposals submitted to the general meeting of shareholders in relation to theappointment and dismissal of directors.
(9) Fostering and Deciding the CEO’s Successor
The Nominating Committee periodically discusses a succession plan for the CEO.
As for determining the successor, the Nominating Committee discusses whether the candidates have qualifications that aresuitable for the CEO, and provides opinions and advice to the Board of Directors. Thereafter, the successor is decided by the
Board of Directors.
(10) Compensation System
Regarding officers’ compensation (directors and executive officers), the basic policy is to provide compensation that is suited
to their duties, and to increase the awareness among the officers in order to: “Meet expectations of various stakeholders byaiming to maximize corporate values.” Based on said policy, the Compensation Committee focuses on appropriately setting
the compensation ratio linked to short and mid- and long-term performance, and decides officers’ compensation.

(11) Management of the Board of Directors Meeting
For the purpose of deciding on important matters and monitoring business operations, agenda items for, time of, and thefrequency of holding the Board of Directors meeting are set in order to facilitate necessary and sufficient discussion. In orderto facilitate constructive discussions and the exchange of opinions at the Board of Directors meeting, materials are previously
sent regarding matters to be discussed and matters to be reported at the Board of Directors meeting in consideration of the timerequired for the attendees to prepare for the Board of Directors meeting. Moreover, the Board of Directors meeting scheduleand expected agenda items are prepared in advance.
(12) Assembly for Outside Directors Only
We hold an “Executive Session,” which is held after the conclusion of every Board of Directors meeting and an “Opinion
Exchange Meeting for Outside Directors,” which is held four times a year (once per quarter). These are meetings in which
only outside directors can participate. At each meeting, the outside directors aim to share their recognition while extracting
management issues and providing feedback on the details to the executive officers.
(13) Evaluation of the Board of Directors Meeting
Every year, the effectiveness of the Board of Directors is analyzed and evaluated including a third party’s perspectives, and we
aim to improve the effectiveness of the Board of Directors by extracting the issues and aiming for improvements, as necessary.
Most importantly, we aim to improve our sustainable growth and medium- to long-term corporate value. An overview of theevaluation result is released.
(14) Information Acquisition and Support System• We endeavor to actively provide the directors with information helpful for effectively fulfilling their roles and duties.
• The outside directors of Olympus may, whenever deemed necessary or appropriate, request an explanation or report frominternal directors, executive officers or employees, or request the submission of internal materials.
• We are working to stimulate discussions at the Board of Directors, providing outside directors with explanation of agendas
in advance and setting opportunities for debate about corporate strategy, as necessary.
• So that the Nominating Committee, Compensation Committee, Audit Committee and any other committees can execute theirduties appropriately, we shall set up an office for each committee. The offices shall be staffed with suitable personnel, etc.
(15) Training for Directors
The directors endeavor to improve themselves including by acquiring and updating, etc. their knowledge in order to fulfill
their roles and duties. We provide newly-appointed outside directors with various programs for acquiring knowledge
concerning Olympus, including tours to our business office and factory, as well as study groups on our business, etc.
6. Interaction with Shareholders
For the purpose of our continuous development and improvement of mid- to long-term corporate value, the Board of Directors
has stipulated and announced the Policy for Improving the System and Initiatives for Promoting Constructive Interactions with
Shareholders.
Policy for Improving the System and Initiatives for Promoting Constructive Interactions with Shareholders
1) Basic Policy
For the purpose of our continuous development and improvement of mid- to long-term corporate value, we, centering on the
CEO and the CFO, actively conduct constructive interactions with shareholders. The IR function assists such initiatives throughinternal information exchange and improving the system for providing shareholders’ opinions as feedback, etc. to the upper
management team.
2) Policy for Interactions by the CEO and CFO
The President and the financial officer play a central role in conducting overall interactions with shareholders toward therealization of constructive interactions. Specifically, the CEO and the CFO will proactively establish opportunities for directinteractions with shareholders by conducting the following in addition to individual interviews with shareholders: briefing
sessions for every quarterly settlement, small meetings, telephone conferences with overseas investors, domestic andinternational road shows on a regular basis, and participation in conferences held by securities firms, etc.
3) Policy for IR Activities by the IR Function
By putting the IR function in charge of IR activities, we actively implement IR activities toward solid interactions withshareholders. Specifically, in addition to conducting individual interviews at any time as requested by shareholders, we will
regularly implement IR events, such as briefing sessions for individual investors and facility tours. Moreover, we will actively
provide information to shareholders through the website, integrated reports, business reports for shareholders and theConvocation of the General Meeting of Shareholders, etc.
4) Policy for Internal Information Exchange by the IR Function
The IR function, as needed, exchanges information with the Corporate Strategy and Planning, Internal Control, the Treasury,
the Accounting, and the Legal Affairs functions etc. on a daily basis, and establishes a project team if necessary, in order tobuild a coordinated collaboration system. Moreover, the IR function reports shareholders’ opinions and concerns obtained from

interactions with shareholders centering on institutional investors at the Group Executive Committee as well as the Board of
Directors meeting, if necessary. Thereafter, the contents of such opinions and concerns will be discussed.
5) Policy for Insider Information Management when Interacting with Shareholders
In accordance with the “Regulations for Insider Trading Prevention,” insider information is strictly managed. When interactingwith shareholders, the IR function issues a reminder to the person in charge of the interaction, thereby preventing thedivulgence of insider information.
7. Revision and Abolition of this Policy
Revision and abolition of this Policy shall be subject to a resolution of the Board of Directors.

Attachment２

Skill Matrix of Directors
Area Olympus expects the directors to display their capabilities in*

Name

Present position and responsibility in Olympus
Nominating
Committee★

Corporate
Management

Overseas
Business

Healthcare
Industry

●

●

●

●

●

●

●

●

●

●

●

●

●

Sumitaka Fujita

Outside Director
Chairperson of Board of Directors

Yasumasa Masuda

Outside Director

David Robert Hale

Outside Director

Jimmy C. BeasleyOutside Director

Sachiko Ichikawa

Outside Director

Yasushi Shingai

Outside Director

Kohei Kan

Outside Director

Gary John Pruden

Outside Director

Nominating
Committee●●●

Tatsuro Kosaka－

Nominating
Committee●●●

Luann Marie Pendy

－

●

●

●

●

●

●

●

●

●

●

Yasuo Takeuchi
Stefan Kaufmann
Toshihiko Okubo

Director, Representative Executive
Officer, Executive Chairperson and
ESG Officer
Director, Representative Executive
Officer, President and Chief
Executive Officer (CEO)Corporate Officer★：Committee Chairperson* The above table is not to indicate all the expertise/experiences the directors have.

Audit
Committee★

Compensation
Committee

Audit
Committee
Compensation
Committee★
Audit
Committee

Audit
Committee●

Finance/
Accounting

HR
Development

●

ESG

●

●

●

●

●

Compensation
Committee

Legal/Risk
Management

●

●

●

Nominating
Committee

Quality
Assurance

●

●

●

●

●

●

●

Attachment 3
Policy to determine individual compensation, etc., for directors and executive officers for the fiscal year ending March 31, 2024
Matters relating to the policy to determine the amount of compensation, etc., for officers or the calculation method thereof
As a company with a Nominating Committee, etc., Olympus has established the Compensation Committee, which consists ofthree or more members and a majority of which is independent outside directors. The Compensation Committee is chaired byan independent outside director to ensure transparency and to determine fair and appropriate compensation.
Our basic policy regarding the officer compensation system is to make officers have a strong sense of awareness that maximize
the corporate value and meet expectations of various stakeholders, and reward their responsibilities with suitable andappropriate treatments. The Compensation Committee, in accordance with the purpose of the basic policy mentioned above,
decides the policy on the determination of compensation for individual directors and executive officers. In accordance withthis policy, the Compensation Committee determines the amount of compensation, etc., for individual directors and executive
officers and reports them to the Board of Directors.
a.
Compensation system for directors (excluding those who double as executive officers)i.
Level of compensation for directors(i) In order to set the directors’ compensation at competitive levels for securing and retaining talented personnel, andencouraging positive participation in various corporate activities as directors, the compensation level shall be targeted at 75%
compared with the peer group in the role responsibilities and each residence.
(ii) The companies to compose a peer group are selected from those having medical equipment in the business portfolio andhealth care companies in respective region of residence.
(iii) Compensation levels for each peer group are confirmed using objective compensation survey data from external
specialized organizations.
(iv) If a director requests to decline compensation, the Compensation Committee will confirm and decide on the response.
ii. Compensation composition of directors(i) With importance placed on the concept that directors and investors shall share interests, non-performance-linked stockcompensation (non-monetary compensation) is granted in addition to monetary compensation (base salary (BS)).
(ii) Stock compensation for non-executive directors shall be subsequent grant-type restricted stock compensation (RSU:
Restricted Stock Unit), and the right will be defined at retirement for those directors who are resident in Japan. The right will
be defined on an individual basis in accordance with a general method of stock compensation in each region for those directors
who are non-resident in Japan.
(iii) Stock compensation for the fiscal year ending March 31, 2024 will be set at 8 million yen for both residents and nonresidents in Japan. The reason for the increase from the previous fiscal year is to further promote the idea of sharing interests
between directors and investors by promoting shareholding.
(iv) The number of shares to be granted will be calculated based on the share price at the time of assumption of office at theGeneral Meeting of Shareholders, and the number of shares will be provided after vesting.
(v) The following shareholding guidelines are established.
1. Residents in Japan: All subsequent grant-type restricted stock compensation (RSU) is vested at the time of retirement
so that shareholding guidelines have not been established.
2. Non-residents in Japan: one time or more of the base salary (BS) This level is the one to be achieved in about five
years after assuming office. However, this five-year period does not take into account the impact of stock disposal byuse of “sell plan before knowledge” for tax payment purposes.
(vi) The Chairperson of the Board of Directors receives a Chairperson allowance in addition to the base salary (BS).
(vii) With the exception of full-time non-executive director, Audit Committee members receive an Audit Committee allowancein addition to their basic salary (BS). The Audit Committee allowance is set as an equivalent amount to the difference between
the Audit Committee allowance and the Nominating and Compensation Committee allowance in the peer group.
(viii) For executive officers who double as directors, monetary compensation for the management and monitoring functions of
directors shall be paid separately from executive officer compensation for those who are natives of Japan. For those who are
not natives of Japan, monetary compensation paid for management and monitoring functions performed as directors is included
in compensation of executive officers.
b. Compensation system for executive officers (including those who double as directors)i.
Philosophy on compensation(i) In order to achieve our corporate strategy and to create corporate value, it is essential that we have a compensation systemthat ensures that we have capable management personnel and that they can fully demonstrate their abilities. To this end,
we have decided on a compensation system based on the following concepts.
1. Establish a more powerful incentive program which can compete with global medtech companies
2. Establish an incentive program which is consistent with the corporate strategy
3. Establish a program with focuses on value creation and performance evaluation utilizing long-term incentive
compensation, which is non-monetary compensation, etc.
4. Set a compensation level considering the stage of development to become a global medtech company – a hybrid mix of“Global labor market” and “Home.”
5. Ensure a sound management of incentives by putting clawback clauses and shareholding guidelines in place.
6. Enhance the motivation of executive officers by setting challenging and achievable targets.
ii.
(i)

Level of compensation for executive officers
Thoughts on compensation amount1. Olympus assigns weights to performance-linked compensation and stock compensation and looks to raise the weights basedon its philosophy of compensation, which is to set a compensation level considering the stage of development to become a
global medtech company – a hybrid mix of “Global labor market” and “Home,” with consideration given to the compensation
amount of officers of other global medtech companies.
2. By considering the situation of labor market of executive officers’ home countries and competitiveness in the market, andthe roles and responsibilities, we set target level and tolerance range, and determine compensation after holistic comparisonsof basic compensation, TCC (Total Cash Compensation) and TDC (Total Direct Cash). The compensation level of labormarket of each country is confirmed through use of objective compensation survey data from external specialized agencies.
3. The appropriateness of the compensation amount for executive officers is monitored by the pay ratio (the ratio of the CEO’scompensation to the median salary of employees living in Japan). We are also working to ensure the consistency in terms ofexecutive officer compensation and employee compensation systems, including providing of stock compensation to some
employees (including non-residents in Japan).
iii.
Compensation composition of executive officers(i) Compensation for executive officers is a combination of base salary (BS), which is a fixed compensation, short-term
incentive compensation (STI), which is performance-linked monetary compensation, and long-term incentive compensation(LTI), which is non-monetary compensation.
(ii) For executive officers who are not from Japan, fringe benefits, severance payments, etc., are set individually at the generallevel of fringe benefits and severance payments in their place of origin. The Compensation Committee decides on theamount, etc., that are set individually. The payment of severance payment at the time of retirement and the amount of theallowance are determined based on multiple conditions such as the term of office.
(iii) Considering the compensation amounts of global medtech companies, we set the ratio of Short-Term Incentive
compensation (STI), which is a performance-linked monetary compensation, and Long-Term Incentive compensation (LTI),
which is a non-monetary stock compensation, as follows:＜CEO and Chairman (Executive Chairperson)＞
BS:STI:LTI = 1 (19%): 1.25 (24%): 3 (57%)<Common to executive officers other than the above>
BS:STI:LTI = 1 (24%): 1.15 (28%): 2 (48%)(iv) Long-term incentive compensation (LTI: Long-Term Incentive) consists of subsequent grant-type restricted stockcompensation (RSU: Restricted Stock Unit) and performance-linked stock compensation (PSU: Performance Share Unit).
iv.
Compensation risk management(i)
Shareholding guidelines
1. Shareholding guidelines are established to share interests between investors and management (executive officers).
2. Shareholding guidelines shall be as follows:・Executive officers shall hold a number of Olympusʼ shares that is five times the amount of basic compensation or more.
3. The guidelines for shareholding are set at a level that will be achieved approximately five years after the assumption of officealthough the length may fluctuate subject to the status of achievement of the targets.
(ii)
Clawback clause
1. A clawback clause has been set up to deter the management (executive officers) from reckless investments and improperaccounting.
2. The clawback is subject to short-term incentive compensation (STI), which is performance-linked monetary compensation,and long-term incentive compensation (LTI), which is non-monetary compensation, for executive officer. The clawback
will become effective if the following events occur.
- An event that requires the refund of the difference between the amount of compensation that has been paid and theamount of compensation that should have been paid caused by a revelation that the information prerequisites forcompensation is incorrect or different.
- An event that requires the return of the amount of compensation already paid as a kind of sanction in the event of aviolation of obligations, etc.
3. The final decision on the application of the clawback to the individual events is made by the Compensation Committee andreported to the Board of Directors
v.
Short-term incentive compensation, which is performance-linked monetary compensation, etc. (FY2024-STI)(i)
Target composition
Short-term incentive compensation (FY2024-STI) for the fiscal year ending March 31, 2024 (FY 2024) consists of financial
indicators and quality goals. Financial indicators are set to be Revenue and Operating profit margin aiming at assessing growthand efficiency. In addition, since it is important to steadily implement long-term and strategic efforts within each fiscal year,
quality goals are set as indicators. The ratio for each indicator, as shown in the figure below, is set at 25% for revenue 25% foroperating profit margin, and 50% for quality goals.
Revenue25%

Operating profit margin25%

Quality goals
50%

Upper and lower limit on the evaluation table and adjustment Items(ii)
1. Upper limit and lower limit are set for each evaluation indicator.
2. Adjustment items-Revenue: The exchange rate used for FY2024 earnings forecasts is applied to make a foreign currency adjustment.

-Operating profit: Other income/other expenses are deducted.
(iii)
Evaluation table of revenue
1. Payment rate 200%: FY2024 revenue forecast + {(FY2024 revenue forecast – FY2023 actual revenue) * 70%} = 914.0 +{(914.0-870.2) * 70%} = ¥944.7 billion
2. Payment rate 100% to 200% = 100 + (X – 914.0) * 100/307
3. Payment ratio 100%: FY2024 revenue forecast = ¥914.0 billion
4. Payment rate 50%: FY2023 actual revenue (after FX adjustment) = ¥870.2 billion
5. Payment rate 0% to 100% = (870.2 - X) * 50/483
6. Payment rate 0%: 870.2 - (914.0 - 870.2) = ¥821.9 billion
Notes: 1. X represents FY 2024 actual revenue (after FX adjustment)
2. Upper limit is set as 200% and lower limit 0%
3. Adjustment: Exchange rate (USD = ¥132, EUR = ¥144, CNY = ¥19.2)(iv)
Evaluation table of operating profit margin
1. Payment rate 200%: FY2024 operating profit margin forecast +5% or more = 24.9% or more
2. Payment rate 100% to 200%: FY2024 operating profit margin 20.9% or more, less than 24.9%= 100 + 25*(Y – 20.9)
3. Payment rate 100% = FY2024 operating profit margin forecast +-1% = 18.9% or more, less than 20.9%
4. Payment rate 50% to 100% = FY2024 operating profit margin 16.9% or more, less than 18.9% =50 - 25*(18.9 -Y)
5. Payment rate 50% = FY2024 operating profit margin forecast -3% = 16.9%
6. Payment rate 0% = less than 16.9%
Notes: 1. Y represents FY 2024 actual operating profit margin (after adjustment)
2. Upper limit is set as 200% and lower limit 0%.
3. Adjustment: Other income/other expenses are deducted.
(v)
Quality Targets
1. The goals for the STI and PSU reward evaluation are the medium- to long-term and short-term goals of major initiatives toimprove the root causes (vulnerabilities) that may exist with our QARA organizational structure, manufacturing processes,
quality management systems and the quality culture of our medical business.
2. The Compensation Committee and Quality Assurance and Regulatory Affairs (QA&RA) Committee, which is made up ofoutside directors, cooperate to determine proper compensation evaluation targets and achievement rates.
vi.
Long-term incentive compensation, which is non-monetary compensation, etc. (FY2024-LTI)
The following section describes long-term incentive compensation (FY2024-LTI) covering the three-year period from the fiscal
year ending March 31, 2024 to the fiscal year ending March 31, 2026.
The ratio of subsequent grant-type restricted stock compensation (RSU: Restricted Stock Unit) and performance-linked stockcompensation (PSU: Performance Share Unit) are 25% and 75%, respectively, in accordance with the basic concept of puttingemphasis on performance-linked compensation. Nevertheless, in light of the current uncertain and drastically changing businessclimate, the Compensation Committee has determined 40% for RSU and 60% for PSU for FY2024-LTI in order to secure adesirable share of stock in the total compensation.
(i)
Subsequent grant-type restricted stock compensation (FY2024-RSU)
1. Vesting
1. Every one year after the grant date, one-third each of the rights will be vested and shares are provided. The rights will
be vested after confirmation by the Compensation Committee.
2. When retiring as an executive officer, the unvested rights shall be vested after confirmation by the Compensation
Committee one year after the retirement.
2. Grant date and number of units provided
1. The grant date shall be April 1, 2023.
2. The stock price used in the calculation shall be the closing price of Olympus’ common shares on the business day
preceding the grant date.
3. For foreign exchange, apply average TTM (Telegraphic Transfer Middle Rate) for the fiscal year before the grant date.
4. The total base salary of executive officers, which is the basis for granting, is 729,935,769 yen, and the total number of
RSU provided is 289,098 units.
(ii)
Performance-linked stock compensation (FY2024-PSU)
1. Performance-linked stock compensation (PSU) is determined based on the philosophy of compensation, which is to makethe incentive program consistent with the corporate strategy, and also in consideration of the business environment.
2. Vesting
After three years from the grant of the units, performance rate is evaluated, then the rights will be vested, and shares areprovided. The rights will be vested after confirmation by the Compensation Committee.
3. Grant date and number of units provided
1. The grant date shall be April 1, 2023.
2. The stock price used in the calculation shall be the closing price of Olympus’ common shares on the business day
preceding the grant date.
3. For foreign exchange, apply average TTM (Telegraphic Transfer Middle Rate) for the fiscal year before the grant date.
4. The total base salary of executive officers, which is the basis for granting, is 729,935,769 yen, and the total number of
PSU provided is 433,648 units.

4. PSU metrics consist of EPS growth rate, relative TSR, quality indicator and ESG metrics, and their ratios are as follows:
EPS growth rate
20%

Quality indicator
30%

Relative TSR
40%

ESG
10%

5. The target values and evaluation table for each metric are set as follows:
1. EPS growth rate: 20%(i) The company strategy covering from the fiscal year ending March 2024 to the fiscal year ending March 2026 focuseson both growth and profitability in the new stage of “Shift to Grow.” Then EPS growth rate is set as one of the financial
guidance and target value is set as 8%. The Compensation Committee judged that setting ESP growth rate (after
adjustment) as an evaluation index of PSU is suitable.
(ii) Payment rate 100%＝EPS growth rate (after adjustment) 8%(iii) Payment rate＝(X-1)*100/7
Notes: 1. X represents average EPS growth rate for FY2024 - FY2026 after adjustment
2. Upper limit is set as 200% and lower limit 0%.
3. Adjustment: Other income/other expenses are deducted, and tax rates are adjusted.
2. Relative TSR: 40%(i) The Compensation Committee determined that the relative TSR is appropriate as an indicator for evaluating thecorporate value and shareholder value.
(ii) The peer group consists of the following 20 companies in Japan, Europe, and the U.S. that are “manufacturers whosebusiness portfolio includes medical devices” or “manufacturers classified in the health care category of the GICS
code.”
Abbott Laboratories, Thermo Fisher Scientific Inc., Medtronic plc, Koninklijke Philips N.V., Danaher Corporation,
Asahi Kasei Corporation, Becton, Dickinson and Company, Siemens Healthineers AG, Stryker Corporation, Baxter
International Inc., Boston Scientific Corporation, Zimmer Biomet Holdings, Inc., Terumo Corporation, Agilent
Technologies, Inc., HOYA Corporation, Smith & Nephew plc, Edwards Lifesciences Corporation, Intuitive
Surgical, Inc., STERIS plc, Sysmex Corporation(iii) If the company’s TSR rank is above the 75% level, provide a payment rate of 200%; at the 50% level, provide apayment rate of 100%, at the 25% level, provide a payment rate of 50%; and at the level below the 25% level, thepayment rate is 0%. The percentage of the payment(Y), between the rank 50% and 75% level(X) is, Y= 4(X-50) +100.
The percentage of the payment: Y, between the rank 25% and 50% level is, Y= 2(X-25) +50.
3. Quality Indicator: 30%(i) The goals for the STI and PSU reward evaluation are the medium- to long-term and short-term goals of major initiatives
to improve the root causes (vulnerabilities) that may exist with our QARA organizational structure, manufacturing processes,
quality management systems and the quality culture of our medical business.
(ii) The Compensation Committee and Quality Assurance and Regulatory Affairs (QA&RA) Committee, which is made up
of outside directors, cooperate to determine proper compensation evaluation targets and achievement rates.
4. ESG: 10%(i) Indicators for ESG, which is a basis of business management, and is announced to be reinforced in the company strategy,
is used as an index.
(ii) In light of the business characteristics of Olympus, the Dow Jones Sustainability Index (DJSI) is set as an evaluationindex for the following reasons.
･ It provides comprehensive coverage of overall corporate activities.
･ The breadth of coverage in the evaluation area contrasts with the expectations of a broad range of stakeholders.
･ It is a highly reliable external evaluation organization and ensures transparency and fairness.
(iii) DJSI ratings are “World Index (W),” “Asia Pacific Index (AP),” and “Non-Index (Non)” from the top ranks. With thegoal of meeting global standards in all areas of E (Environment), S (Society), and G (Governance), the following
evaluation table is set with an emphasis on the Index that will be achieved in the third year, in consideration of the resultsof the first and second years.
2nd Year

1st Year
W
W

AP
Non
W

AP

AP
Non

3rd Year
W
AP
Non
W
AP
Non
W
AP
Non
W
AP
Non
W
AP
Non
W
AP

Payout %
200%
150%
50%
200%
150%
50%
150%
100%
0%
200%
150%
50%
200%
100%
50%
150%
100%

W
Non

AP
Non

Non
W
AP
Non
W
AP
Non
W
AP
Non

0%
200%
100%
0%
200%
100%
0%
150%
50%
0%

Corporate Governance Structure
Decision on
proposal ofelection/
dismissal of
directors

General Meeting of shareholders
Election / Dismissal《Supervisory function》

Election /Dismissal

Board of Directors
Election /Dismissal

Election /Dismissal

Compensation
Committee

Audit

Audit
Committee

Election /Dismissal

Quality Assurance andRegulatory Affaires(QA&RA) Committee
Cooper-ationAudit
Supervision

ReportCompensation
Decision
Instruc-tion

Report《Execution function》
Representative Executive Officer
Executive Officer

ReportCooper-ationInstruction

Internal Audit
ReportAudit

Group Executive
Committee

Audit

Functional Divisions , Business units , Corporate Divisions , and Group Companies

Accounting Auditor

Nominating
Committee

Compensation Election /Dismissal
Decision

Information Disclosure Flow
Press Club

Financial Instruments Exchange

WebsiteDeliberation / Decision[Decision][Report]Head of Information Disclosure (CFO)

Directors
Executive Officers
Audit Committee[Deliberation / Internal consensual decision-making] 1

Head of the IR Div.

Collection of Information
Source of Information

Collection Route

Disclosure Route[Disclosure] * Where to disclose will be decided based on what is to be disclosed.

Head of the division disclosing the information

Div. in Charge of Timely Disclosure(IR Div.)[Confirmation of details]

IR Liaison[Collection of information]

Management Meetings

BoD (Secretary to the Board)
GEC (Corporate Strategy and Planning)

Nominating Committee(Secretary to the Board)
Compensation Committee(Secretary to the Board)
Audit Committee(Office of Audit Committee)

Olympus Groupʼs Policies, Rules and Detailed Rules on Information Disclosure (OGR)

1. When the case meets any of the Consensual Decision-Making Criteria in the Internal Information Disclosure Criteria, or when the case is not set forth in the Internal Information Disclosure Criteria and the head of the IR div. finds it necessary.