Olympus looks to stack board with outsiders

michael woodford

Camera and medical equipment maker Olympus is still reeling from revelations that its leadership had been engaged in financial wrongdoing since the 1990s to hide losses, and recently wiped out 70 percent of its net assets by restating its last five years of earnings. As the company works to restore investor confidence—and hopefully investor cash flow—the company is apparently considering a move that would see recomposing its board with half the members being outside directors with no previous ties to the company. The idea is to make the board capable of truly independent supervision of the company’s operations and finances, after an internal investigation concluded the previous board utterly failed to live up to its oversight duties.

Olympus’s board currently consists of 11 members, with three being outside directors. The current outside directors come from industries closely related to Olympus’s core businesses. The company’s current thinking is apparently to replace the three existing outside directors and bring in five or six new outside directors with experience in corporate governance and financial management. Olympus expects to present a slate of possible new board members, recommended by a management reform committee of external experts, before the company convenes an “extraordinary” shareholder meeting in March or April of 2012.

In the meantime, a campaign by ousted CEO Michael Woodford to return to Olympus’s top position appears to have been a non-starter. Woodford ignited the Olympus brouhaha when the company’s board unanimously fired him after he questioned financial transactions in Olympus’s acquisition of the UK medical equipment firm Gyrus. Woodford’s disclosure triggered the public scandal, eventually leading to the company admitting it had been using mergers to cover up losses for years, along with the departure of several senior Olympus execs. Woodford indicated he would be willing to step back into the CEO role and attempt to get the company back on track, but his willingness to return has garnered no public support from Japanese banks and Olympus investors.

Speaking with reporters last week in Japan, Woodford noted: “Not one Japanese shareholder stood up and said publicly, ‘Mr. Woodford is right, thank you Mr. Woodford’, anything, a total, utter silence.”

Much of Olympus’s fate may be tied to Japanese banks’ willingness to lend to the company. Japan’s Sumitomo Mitsui Financial Group (SMFG) is Olympus biggest lender, and the head of the Olympus’s management reform committee has connections to SMFG. To investors, that signals that Olympus’s post-scandal re-alignment will be determined by major Japanese banks—and they don’t seem to be willing to back a whistleblower (and foreigner) like Woodford.

However, the investigation into Olympus’s financial trickery isn’t over. Despite signing off on Olympus’s restatement of 2010 financial results, auditor Ernst & Young is still investigating whether it should have uncovered wrongdoing in its original audit of Olympus’s purchase of Gyrus. Although the firm notes that Olympus had been engaged in its coverup long before it stepped in as auditor, they’re still looking into whether it would have been possible for them to have pointed out issues in the transaction during their original audit. In the Gyrus deal, Olympus transferred some $687 million to a company in the Cayman Islands with unknown owners—an “advising fee” that amounted to almost a third of Gyrus’s purchase price.

Speculation has centered on Olympus looking for major domestic investors (such as Fujifilm, but Sony and Panasonic have also been mentioned) to bring new cash into the company and reduce Olympus’s reliance on foreign investors.

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