The Evaluation of the Effectiveness of the Board of Directors
April 3, 2023
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 2022, 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:
- 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.
- 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.
- For the purpose of securing the transparency and objectivity of the evaluation, we engaged a third-party organization to establish evaluation items and create questionnaire items. Based on changes in management structure in June 2021 and subsequent initiatives to improve the BoD, the evaluation criteria and questionnaire items were given a comprehensive re-examination. In this process, the third-party organization reviewed documents such as the Board Meeting minutes, the rules related to the BoD, etc.
- The third-party organization conducted analysis of the questionnaire responses from each Director and Audit & Supervisory Board Member. Based on the analysis, the BoD Office conducted individual interviews with the Directors and Audit & Supervisory Board Members.
- The effectiveness of the BoD was evaluated based on analysis of the document reviews, questionnaire responses and interview results. Furthermore, the status of initiatives to address issues identified in the previous evaluation was clarified, and future issues were identified.
|Subject of Evaluation||Board Meetings of our company held in the CY2022 (all 15 that were held)|
|Evaluators||Our company’s Directors and Audit & Supervisory Board Members (15 persons in total)|
|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 2023 are as shown in the following table.