The Evaluation of the Effectiveness of the Board of Directors(2018)

The Evaluation of the Effectiveness of the Board of Directors

April 9, 2018
FUJIFILM Holdings Corporation

In October 2015, we formulated and published the FUJIFILM Holdings Corporation Corporate Governance Guidelines (the “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. In February 2018, we revised the Guidelines to better reflect the actual situations.

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.

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

  1. Method of the Evaluation
    We conducted a survey with questionnaire and interviews, as follows:
    Evaluated Board Meetings : All of 13 Board Meetings held in the CY 2017
    Evaluators : All of 9 Directors and 4 Audit and Supervisory Board members
    Survey Execution Period : The end of January through mid March, 2018
    Outline : Took a questionnaire comprising multi-choice questions and free comment sections concerning (i) the composition of the BoD; (ii) the ways for enhancement of the deliberation; (iii) the conditions surrounding the deliberation; and (iv) the supervision by the BoD followed by interviews with each of the Respondents with reference to the result of the questionnaire.
  2. Results of the Evaluation and Analysis
    We have analyzed and evaluated current status of the effectiveness of our BoD as follows:
    - Number of BoD members decreased, and, in our BoD, number of an outside director increased, resulting in more appropriate scale and balance. As the result, Our BoD consists of board members became an appropriate scale, the balance more. Our BoD consists of board members having variety of knowledge and experience, and, based on that, 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;
    - Based on our previous announcement of April 17, 2017, we have implemented measures to enhance the effectiveness of the BoD by setting separate opportunities to make explanation for outside Directors and outside Audit and Supervisory Board members (collectively “Outside Officers”) with regard to important propositions prior to board meetings, which improved in frequency and content, and we have confirmed that such measures effectively function as expected; and
    - There has still been expectation for further enriching and increasing activities as information regarding our management policy and business strategies, etc. should be provided so that Outside Officers can contribute to our BoD with in-depth understanding.
  3. Measures for Enhancement
    Based on the aforementioned result, we will endeavor to deepen the deliberation and to enhance the effectiveness of our BoD through enrichment of the provision to the Outside Officers with information in quality and quantity and promotion of understanding of Outside Officers with regard to Fujifilm group’s management issues and strategies, etc.