The Evaluation of the Effectiveness of the Board of Directors

The Evaluation of the Effectiveness of the Board of Directors

April 1, 2024
FUJIFILM Holdings Corporation

In October 2015, we formulated and published the FUJIFILM Holdings Corporation Corporate Governance Guidelines (“Guidelines”), recognizing that corporate governance is an important management issue, as the fundamental basis for the FUJIFILM Group to achieve sustainable growth and increase its corporate value, and to contribute to the sustainable development of society. We have since revised the Guidelines to reflect revisions to the Corporate Governance Code of the Tokyo Stock Exchange and our policy for strengthening corporate governance.

The Guidelines stipulate the roles and duties of the Board of Directors (“BoD”) as follows: (i) to decide basic management policies, strategies, and important matters relating to business execution, and (ii) to supervise the execution of business. To ensure the effectiveness of the BoD, evaluations and hearing sessions, etc. are conducted by each Director and Audit & Supervisory Board Member, and after analysis, evaluation, and discussion of improvement measures by the BoD, we publish a summary of the results. For the purpose of securing transparency and objectivity, we have engaged a third-party organization on a regular basis for part of the questionnaire creation and evaluation analysis since the April 2020 publication.

We conducted an effectiveness evaluation of the Board Meetings held in 2023, and the results were reported and discussed at the BoD. The following is a summary of the evaluation results.

1. Summary of the Effectiveness Evaluation

Evaluation to assess whether the BoD is fully performing to expectations, in light of its roles at our company.

Roles of our Company’s BoD

We are organized as a company with an Audit & Supervisory Board, and our company’s BoD makes decisions on basic management policies, strategies, and important matters relating to business execution, as well as supervising the execution of business. In this context, it is important to fulfill the following two roles:

  1. The role of making decisions with a high-level of knowledge for each business and thorough understanding of the assets, such as technology and human resources, in line with the robust business portfolio that we have built to date.
  2. The role of ensuring that the orientation of business execution aligns with the medium- and long-term values demanded by society, in order to balance economic and social value, with the aim of achieving a sustainable society.

Evaluation Overview

Subject of Evaluation Board Meetings of our company held in the CY2023 (all 15 that were held, including written resolutions and written reports)
Evaluators Our company’s Directors and Audit & Supervisory Board Members (14 persons in total)
Method of Evaluation Questionnaire, individual interviews
Evaluation Items Roles that the BoD should fulfil, composition of the BoD, quality of discussions, deliberations by the Nomination and Remuneration Advisory Committee, support system for Outside Officers, constructive dialogue with stakeholders, etc.

2. Evaluation Results

We evaluate that our company’s BoD is fully effective in its performance.
The details of the evaluation, the future issues identified, and our initiatives for 2024 are as shown in the following table.

  • Note: Analysis of Agenda Items (CY 2023) * The percentages in the graph below are based on the time spent in deliberation at the BoD.