Board of Directors

Outside Directors
Committees Composition
Evaluation of effectiveness of the Board of Directors

Outside Directors

Olympus is a company with Nominating Committee, etc. Our current corporate governance structure is as follows:

The Board of Directors consists of 13 members, of which 10 are independent outside directors. The reasons of appointment of outside directors are as follows:

Sumitaka Fujita

Reason for appointment

Mr. Sumitaka Fujita has extensive experience and diverse knowledge as a business manager at ITOCHU Corporation. He also possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of Olympus through his experience as an Outside Director and Outside Auditor at several other companies and his experience as the Chairperson of the Japan Association for Chief Finance Officers. Since he assumed 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 of a 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 the contents of the agenda for election of Directors. 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 the above, Olympus has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

16 of 16

Attendance at meetings of the Committees

Nominating Committee:17 of 17

Outside Officer

Yes

Yasumasa Masuda

Reason for appointment

Mr. Yasumasa Masuda has extensive experience and diverse knowledge as a business manager in the healthcare industry at Astellas Pharma Inc. In addition, through his experience as an independent 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 the Board 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 the Board of Directors, and as a member of the Nominating and Compensation Committees, he facilitated decisions regarding the contents of the agenda for election of Directors and regarding executive compensation. In addition, he has been promoting the audit of the execution of duties by the Executive Officers and Directors of Olympus as Chairperson of the Audit Committee since June 2021. 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 the above, Olympus has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

16 of 16

Attendance at meetings of the Committees

Audit Committee:25 of 25

Outside Officer

Yes

David Robert Hale

Reason for appointment

Mr. David Robert Hale is a Partner of ValueAct Capital Management L.P., one of Olympus’s shareholders. He has a track record of helping global companies transform themselves with his knowledge of the global capital markets and the healthcare 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 the Board of Directors. In addition, as a member of the Nominating Committee, he facilitated decisions regarding the contents of the agenda for election of Directors. 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 the above, Olympus has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

16 of 16

Attendance at meetings of the Committees

Nominating Committee:17 of 17

Outside Officer

Yes

Jimmy C. Beasley

Reason for appointment

Through his 30 years of global business experience and extensive management experience 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 in decisions on executive compensation as a member of the Compensation 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 the above, Olympus has determined that he is an indispensable person for the composition of the Board of Directors and nominated him. Moreover, we have determined that he will contribute 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 internationality and diversity of the Board of Directors as a global medtech company.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

16 of 16

Attendance at meetings of the Committees

Compensation Committee:11 of 11

Outside Officer

Yes

Sachiko Ichikawa

Reason for appointment

Ms. Sachiko Ichikawa has extensive experience, broad knowledge and a global perspective as an attorney (in Japan and New York, U.S.A.) and a certified public accountant in the U.S. She also possesses a high level of insight, expertise, and capabilities 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 Institute of Japan. Since she assumed the post of Director of Olympus in June 2021, she has been giving guidance/advice regarding the business management of Olympus at meetings of the Board of Directors. In addition, she has promoted 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 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 the above, Olympus has determined that she is an indispensable person for the composition of the Board of Directors and nominated her.
In addition, Olympus considers that there is no risk of conflicts of interest with general shareholders and designates her as an independent officer because she 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.

Attendance at meetings of the Board of Directors(16 meetings)

16 of 16

Attendance at meetings of the Committees

Audit Committee:25 of 25

Outside Officer

Yes

Yasushi Shingai

Reason for appointment

Mr. Yasushi Shingai possesses extensive experience and diverse knowledge as a business manager at Japan Tobacco Inc. He also possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of Olympus through his experience as an Outside Director at several other companies, combined with his professional knowledge beyond corporate finance regarding acquisition of global companies as well as post-acquisition management and governance, in addition to his extensive experience as a business manager of an overseas business headquarters company of the Japan Tobacco Group. Since he assumed the post of Director of Olympus in June 2022, he has been giving guidance/advice regarding the business management of Olympus at meetings of the Board of Directors. In addition, as a member of the Nominating Committee and the Compensation Committee, he facilitated decisions 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 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 the composition of the Board of Directors and nominated him.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

13 of 13

Attendance at meetings of the Committees

Nominating Committee:15 of 15
Compensation Committee:6 of 7

Outside Officer

Yes

Kohei Kan

Reason for appointment

Mr. Kohei Kan has extensive experience and diverse knowledge as Chief Executive Officer 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 as person 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 the 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 the Board of Directors. In addition, he has promoted 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 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 the above, Olympus has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

13 of 13

Attendance at meetings of the Committees

Audit Committee:19 of 19

Outside Officer

Yes

Gary John Pruden

Reason for appointment

Mr. Gary John Pruden has over 30 years of global 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 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 the Board of Directors. In addition, as a member of the Compensation Committee, he facilitated 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 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 the composition of the Board of Directors and nominated him. Moreover, we have determined that he will contribute 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 internationality and diversity of the Board of Directors as a global medtech company.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

11 of 13

Attendance at meetings of the Committees

Compensation Committee:7 of 7

Outside Officer

Yes

Tatsuro Kosaka

Reason for appointment

Mr. Tatsuro Kosaka has extensive experience and diverse knowledge as a top manager in the healthcare industry at CHUGAI PHARMACEUTICAL CO., LTD. He also possesses a high level of insight, expertise, and capabilities that are expected of an Outside Director of Olympus through his experience as an Outside Director and Outside Auditor at several other companies, together with his global corporate management experience at Chugai Pharmaceutical Co., Ltd. Additionally, he currently serves as Vice Chairperson of the Board of Councilors at KEIDANREN (Japan Business Federation). 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 the above, Olympus has determined that he is an indispensable person for the composition of the Board of Directors and nominated him.
In addition, Olympus considers that there is no risk of 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.

Attendance at meetings of the Board of Directors(16 meetings)

Attendance at meetings of the Committees

Outside Officer

Yes

Luann Marie Pendy

Reason for appointment

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 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 the above, Olympus has determined that she is an indispensable person for the composition of the Board of Directors and nominated her. Moreover, we have determined that she will contribute 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 internationality and diversity of the Board of Directors as a global medtech company.
In addition, Olympus considers that there is no risk of conflicts of interest with general shareholders and designates her as an independent officer because she 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.

Attendance at meetings of the Board of Directors(16 meetings)

Attendance at meetings of the Committees

Outside Officer

Yes

Committees Composition

Three committees – the Nominating, Compensation, and Audit – are composed of a majority of independent outside directors, the Nominating Committee decide the candidates for directors, the Compensation Committee decide the compensation of directors and executive officers, and the Audit Committee audit the execution of duties of directors and executive officers. The composition of each committee are as follows:

Position	Name	Board of Directors	Nominating Committee	Compensation Committee	Audit Committee
Independent Outside Director	Sumitaka Fujita	◎	◎
Independent Outside Director	Yasumasa Masuda	○			◎
Independent Outside Director	David Robert Hale	○
Independent Outside Director	Jimmy C. Beasley	○		○
Independent Outside Director	Sachiko Ichikawa	○			○
Independent Outside Director	Yasushi Shingai	○		◎
Independent Outside Director	Kohei Kan	○			○
Independent Outside Director	Gary John Pruden	○	○
Independent Outside Director	Tatsuro Kosaka	○	○
Independent Outside Director	Luann Marie Pendy	○		○
Director	Yasuo Takeuchi	○
Director	Stefan Kaufmann	○	○
Director	Toshihiko Okubo	○			○

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

Evaluation of effectiveness of the Board of Directors

Olympus has announced the overview of results, including the third party's perspectives, of the analysis and evaluation on the effectiveness of its board of directors, which were conducted by the board based on the "Basic Policy for Corporate Governance".