What U.S. companies can learn from Olympus

January 26, 2012: 10:48 AM ET

Olympus is not to be applauded for its alleged fraud or cover-up, but U.S. companies should pay close attention to its response.

By Eleanor Bloxham, CEO of The Value Alliance and Corporate Governance Alliance

FORTUNE – U.S. TV detective shows end when the criminal is caught. In Japan, though, "the program continues 10 more minutes," writes psychologist and scholar Hiroshi Azuma in Japanese frames of mind: cultural perspectives on human development. The criminal talks about his life, his feelings, his conscience, and "he apologizes." The detective shakes his hand "and encourages him to start a new life when he finishes his prison term."

Through the lens of Olympus' alleged fraud, we are watching an alternative ending to a story of corporate malfeasance. Olympus has been able to preserve its listing on the Tokyo Stock Exchange -- and its example is one that U.S. companies seeking to build trust would be wise to consider.  What might we emulate?

After claims of no problems as late as October, Olympus' alleged fraud has been followed in recent months with independent reviews that have been made public, condemning the company's actions. To be clear, it's not that Olympus didn't know how to commission a whitewash report. Its board of auditors (an oversight structure in Japan that does not exist in the U.S.) commissioned such a report in May 2009 and found no wrongdoing.

But in contrast, the December 2011 independent third party report by five attorneys (including former judges) and one accountant hits hard. The publicly available English version of the report doesn't say Olympus' management is rotten to the core, as had been earlier reported. What it does say is damning enough: "the core of management was corrupted, and the periphery was also contaminated," and "There were many yes men among the directors, and it must be considered the Board of Directors had become a mere formality."

Curtis Milhaupt, professor of Japanese corporate law at Columbia, says the frankness of the report is a "good sign for Japanese corporate governance" and, as professor Mark Roe at Harvard Law says, it shows an Olympus committee much "more willing to be negative" than we are used to seeing in similar reports in the U.S. The oft-praised report commissioned by the Enron board and even reports commissioned by the government and bankruptcy courts, such as the recent Financial Crisis Inquiry Report or the Valukas report on Lehman, describe lapses of oversight but do not contain clear, pointed characterizations or condemnations of the sort the Olympus report provides.

Emphasize transparency and candor

Making the full, uncensored text of such a candid company commissioned report publicly available is unusual enough by U.S. standards. But rather than hide the details of the many twists and turns in this remarkable saga as many U.S. companies might do, the top third of the home page of the Olympus website directs you to the timeline and relevant documents. In large letters, the web page reads: "Taking this opportunity, we once again extent (sic.) our deepest apologies to Olympus shareholders, customers, business partners, and all stakeholders, for the significant trouble we have caused them."  More

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