FUJIFILM Holdings

The Evaluation of the Effectiveness of the Board of Directors

April 2, 2021
FUJIFILM Holdings Corporation

In October 2015, we formulated and published the FUJIFILM Holdings Corporation Corporate Governance Guidelines (“Guidelines”) considering the appropriate implementation of the corporate governance fundamental as the basis upon which FUJIFILM group can achieve the sustainable growth and the increase of the corporate value of FUJIFILM group companies, and the contribution to the sustainable development of society. We revised the Guidelines considering the revision of Corporate Governance of Japan Exchange Group and our implementation of countermeasures to enhance corporate governance afterwards.

The Guidelines stipulate the roles and duties of the Board of Directors (“BoD”), as follows: (i) to decide on basic management policies, strategies and important matters related to business execution; (ii) to supervise the business execution. In accordance with the Guidelines, the BoD conducts a self-evaluation of the effectiveness of itself on an annual basis, and publishes a summary of its outcome. For the purpose of securing transparency and objectivity, a part of the questionnaire making and the evaluation analysis has been consigned to a third party agency on a regular basis since the one published in April 2020.

Here is the summary of the outcome of the evaluation which we have recently conducted.

  1. Method of the Evaluation
    Evaluated Board Meetings : All of 11 Board Meetings held in the CY 2020
    Evaluators : All of 11 Directors and 4 Audit and Supervisory Board members, who were in office as of the end of December 2020
    Survey Execution Period : January through March, 2021
    Outline : Evaluation point
    ・The improvement status from last year (added as new point from this time)
    ・The decision of management basic policies, management strategies and the deliberation of propositions about the decision and supervision of the important business execution
    ・The composition, the deliberation and the administration of the BoD
    Outline : Evaluation method
    ・After answering questionnaire, individual interviews are carried out based on the result of the questionnaire and reported to the BoD for discussion.
  2. Results of the Evaluation and Analysis
    - The BoD appropriately performed its roles and duties as stipulated in our Guidelines with regard to efficient deliberation and decision-making, and supervision of the business execution for factors and perspectives that the board members place importance to in the strategic decision and the supervision that the important matters related business execution;
    - The BoD maintains an appropriate composition, and its administration is managed well. We have implemented measures to improve the quality of the deliberation by the BoD by setting separate opportunities to make sufficient explanation to the board members with regard to businesses and propositions.
    - In the session related to bio-CDMO business which was implemented towards the Outside Directors and Outside Audit & Supervisory Board members in this fiscal year, we have reported and shared information including the PMI of the Danish base which was acquired in the previous fiscal year and has lead to deepen the understanding of the Outside Directors and Outside Audit & Supervisory Board members and has helped to stimulate discussions of the BoD.
  3. Measures for Enhancement of Effectiveness
    Based on the result of the evaluation, we will continue our efforts to further enhance the deliberation and effectiveness of the BoD by taking the following countermeasures.
    - We will furthermore increase opportunities for the BoD to be reported and discuss on medium- and long-term management issues and SDGs initiatives.
    - We will institutionalize reporting to the BoD on PMI of important M&A and the investment effect of capital investment resolved by the BoD.
    - To stimulate discussion and to enhance the quality of the deliberation of the BoD, we will increase the provision of information on the process of the internal discussion.
    - By utilizing web conference, etc., we will enable Outside Directors and Outside Audit & Supervisory Board members to visit workplaces that could not have been carried out during the CY 2020 due to COVID-19 calamity, and will deepen their understanding of our management and company business by providing them with on-site information.

End