FUJIFILM Holdings

Remuneration to Directors and Audit & Supervisory Board Members

The Company discloses the number of individuals to whom remuneration is paid and the total amount of remuneration by directors as well as Audit & Supervisory Board members. The total maximum amounts of compensation payable to Directors as well as Audit & Supervisory Board members are determined by way of resolution at the Company’s annual General Meeting of Shareholders. Remuneration (including bonuses) paid to each director is determined by a resolution of the Board of Directors. Remuneration (including bonuses) paid to each Audit & Supervisory Board member is determined based on deliberations between Audit & Supervisory Board members. The basic remuneration of directors as well as Audit & Supervisory Board members is paid as a fixed remuneration amount in accordance with individual duties and status, whether full or part time. The amount of remuneration (including performance-based compensation) paid to each director is determined based on deliberations of the Board of Directors in accordance with the structure of the compensation and evaluation system discussed at the Nomination and Remuneration Advisory Committee.

Remuneration to directors consists of fixed compensation and performance-based compensation that changes according to the performance. Performance-based compensation consists of short-term performance-based compensation, linked to performance and goals achieved in a single fiscal year, and medium- and long-term performance-based compensation granted as stock options. The allocation ratio of fixed compensation to performance-based compensation and the amount of compensation are determined according to position and responsibility. The compensation of independent directors consists of only fixed compensation in consideration of their role and independence.

For short-term performance-based compensation, “consolidated sales” and “consolidated operating profit”, which are the numerical targets for the Company’s short-term business management, are selected as performance-based indicators in a single fiscal year, and the amount of short-term performance-based compensation is changed based on the achievement level of the indicators and the comparison with the previous year’s results. Stock options are granted to directors (excluding independent directors) as medium- and long-term performance-based compensation for the purpose of encouraging directors to share the interests of stock price fluctuations with our shareholders and to further enhance their willingness and morale to contribute to improvement of corporate value. The stock option grant system is an incentive for the management to improve the corporate value, and the number of shares allocated is determined by the Board of Directors with rules in consideration of the position, responsibility, authority etc. of each director.

Subject of Remuneration Number of People Remuneration Amount
Directors
(Outside Directors)
13
(4)
¥670million
(¥39million)
Audit & Supervisory Board members
(Outside Audit & Supervisory Board members)
5
(2)
¥64million
(¥20million)
Total
(Outside Directors, Audit & Supervisory Board members)
18
(6)
¥734million
(¥60million)

 

*1 The Nomination and Remuneration Advisory Committee held in FY2019/3 deliberated on the structure of the compensation and evaluation system, etc. The Board of Directors resolved to pay remuneration and grant stock options.

*2 The following items are also included in the aforementioned amounts of remuneration.

  1. Bonuses paid for FY2019/3
    Directors: ¥89 million paid to ten Directors (¥7 million paid to four outside Directors)
    Audit & Supervisory Board members: ¥6 million paid to four Audit & Supervisory Board members (¥3 million paid to two outside Audit & Supervisory Board member)
  2. Amount of remuneration paid by way of stock options
    Directors: ¥297 million paid to six Directors
  3. Number of Directors receiving compensation includes three Directors who resigned during FY2019/3
  4. Number of Audit & Supervisory Board member receiving compensation includes one Audit & Supervisory Board member who resigned during FY2019/3