The Evaluation of the Effectiveness of the Board of Directors
April 3, 2020
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.
Based on the result of the self-evaluation, we have enhanced the deliberation of the BoD and improvement of the effect every year by taking the following countermeasures each fiscal year,
- Enrichment of provision to the independent Directors and independent Audit and Supervisory Board members (“Independent Officers”) with information and promotion of understanding of Independent Officers with regard to Fujifilm group’s management issues and strategies, etc. (FY 2018)
- Implementation of a briefing session about our important human resource strategy, IT strategy and promotion of ESG (Environmental, Social and Governance) (FY 2019)
Here is the summary of the outcome of the evaluation which we have recently conducted.
- Method of the Evaluation
- Evaluated Board Meetings : All of 12 Board Meetings held in the CY 2019
- Evaluators : All of 11 Directors and 4 Audit and Supervisory Board members
- Survey Execution Period : The end of January through mid March, 2020
- Outline : Evaluation point
- ・The decision of management basic policies, management strategies and the deliberation of propositions about the decision and supervision of the important business execution (added as new point from this time)
・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.
・For the purpose of securing transparency and objectivity, a part of the questionnaire making and the evaluation analysis was consigned to a third party agency.
- 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 Independent Officers with regard to businesses and propositions. In this fiscal year, the Independent Officers deepened their understanding through briefing sessions about our important human resources strategy, IT strategy, and an approach to promotion of ESG, which are important for achieving sustained growth.
- 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.
- To improve the quality of the deliberation at the BoD, we will promote the understanding of the board members for propositions to be deliberated by giving information to be conscious of the consistency with the company's corporate and management philosophy, and the company-wide point of view.
- In the deliberation of important M&A’s and capital investments, we will provide information about the process of discussions in the company and establish opportunities to subsequently review the effects of the execution.
- We will increase opportunities to discuss management issues from a medium-and-long term point of view and opportunities to discuss environmental issues and SDGs as important issues of the management.