The Evaluation of the Effectiveness of the Board of Directors(2019)

The Evaluation of the Effectiveness of the Board of Directors

April 5, 2019
FUJIFILM Holdings Corporation

In October 2015, FUJIFILM Holdings Corporation formulated and published its Corporate Governance Guidelines (the “Guidelines”) considering the appropriate implementation of corporate governance fundamental as the basis upon which FUJIFILM group can achieve sustainable growth, increased corporate value and contribution to the sustainable development of society. In October 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 its effectiveness on an annual basis, and publishes a summary of its outcome.

Here is the summary of the outcome of the evaluation recently conducted.

  1. Method of the Evaluation
    A survey was conducted with questionnaire and interviews as follows:
    Evaluated Board Meetings : All of 13 Board Meetings held in the CY 2018
    Evaluators : All of 10 Directors and 4 Audit and Supervisory Board members
    Survey Execution Period : The end of January through mid March, 2019
    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
    The current status of the effectiveness of our BoD has been analyzed and evaluated as follows:
    - As a result of adding one independent Director, the BoD consists of board members with more diversified knowledge and background. The BoD maintained an adequate scale and appropriately performed its roles and duties with regard to efficient deliberation and supervision of important business executions;
    - The independent Directors and Audit and Supervisory Board members (collectively “Independent Officers”) appropriately contributed to the retention of effectiveness of the BoD.
    - Prior explanation of propositions and business briefing sessions to the Independent Officers functioned effectively as opportunities to provide the Independent Officers with information and contributed to enhanced quality of deliberation at the BoD. Further understanding and contribution from the Independent Officers are expected also in the areas of human resource strategy, IT strategy and environmental measures, which are crucial for sustainable growth of the Fujifilm Group.
  3. Measures for Enhancement of Effectiveness
    In addition to business briefing sessions for the Independent Officers which have been enhanced, briefing sessions about measures on human resources, IT, environment etc. will also be carried out. Efforts on further enhancement of deliberation and effectiveness of the BoD will be made by promoting deeper understanding by the Independent Officers with regard to management strategies and issues etc. for sustainable growth of the Fujifilm Group.