Our Basic Policy on Internal Control Systems
Frameworks to ensure appropriate execution of the Group's business operations
FUJIFILM Holdings Corporation (the Company) has established the following Fujifilm Group’s Purpose, which is the fundamental basis for the execution of its business operations.
Fujifilm Group’s Purpose
Giving our world more smiles
We bring diverse ideas, unique capabilities,
and extraordinary people together to change the world.
Under this Fujifilm Group’s Purpose, as a holding company overseeing the management of the corporate group comprising the Company and its subsidiaries (the Group), the Company has established the following basic policies in accordance with Article 362 of the Companies Act to build an effective internal control system as well as a system to ensure that audits by the Company's Audit & Supervisory Board members are conducted appropriately, for the purpose of appropriate and sound execution of business operations by the Group:
- Framework to ensure that the duties of Directors and employees of any of the Group are carried out in a manner that complies with laws, regulations and company statutes.
(1) The Company shall make efforts to abide by laws, regulations and social ethics based on "Fujifilm Group Charter of Corporate Behavior" and "Fujifilm Group Code of Conduct" established as a basic policies for the corporate activities of the Group.
(2) For the purpose of maintaining and further improving the Group's compliance and ethical levels in all aspects of its corporate activities, the Company shall establish the ESG Committee chaired by the President, as well as a dedicated division for promoting compliance by spreading and raising awareness about compliance issues throughout the Group.
(3) By establishing contact points (internal whistleblowing contact office) both inside and outside the Group for receiving requests, notifications, and reports of findings and concerns from all Group employees related to the "Fujifilm Group Code of Conduct" and other compliance matters, the Company and its subsidiaries shall endeavor to detect violations early, and shall handle such matters appropriately. The Company and its subsidiaries shall ensure that any person who consults or reports through the internal whistleblowing contact office shall not suffer any detrimental treatment by reason of such consultation or reporting.
(4) The Company shall ensure that the Group severs relations with any antisocial or illegal movements or groups that pose a threat to the order or safety of society. The Company shall not do acts to benefit such movements or groups.
(5) The Company and its subsidiaries shall establish necessary internal rules such as the rules and procedures for corporate decision making (Ringi), document management policies, Insider-Trading prevention policies, personal and other sensitive information management policies, antimonopoly law (competition law), anticorruption policies, and others under which all personnel are required to conduct their business activities. Furthermore, the Company and its subsidiaries shall establish relevant guidelines and manuals and provide periodic education and training to its personnel to ensure compliance with laws and regulations applicable to our business activities.
(6) The Company shall promote maintenance of internal control systems for ensuring credibility of the Group's financial reporting, as well as systems to evaluate operational effectiveness of such internal control systems.
- Framework concerning the retention and management of information on execution of Directors' duties
(1) The Company shall establish document management policy that govern retention and management of documents (including electronic media). The Company shall record information related to the Directors' execution of business in writing such as in minutes of shareholders' meetings, minutes of meetings of the Board of Directors, Ringi forms, and others, and shall retain and manage such documents in an appropriate manner in accordance with the document management policy.
(2) All Directors and Audit & Supervisory Board members of the Company have the right to access any of the abovementioned documents at any time if necessary for the execution of their duties.
- Rules and other related frameworks concerning management of risks of losses to the Group
(1) The Company shall establish appropriate risk management systems in the Group. Important risk issues shall be submitted to deliberations, from a viewpoint of the Group, at the ESG Committee chaired by the President to formulate basic courses of action and consider and implement appropriate measures.
(2) With regard to specific risk domains related to the Group's businesses, such as information management, environment, health, safety and disaster prevention, the Company shall formulate risk management systems by means of establishing rules, guidelines and manuals, and assigning personnel in charge of risk management in each of the Company and its subsidiaries. In addition, risk matters arising from performance of particular business operations in the Company or its subsidiaries shall be judged and handled appropriately, and important risk information shall be reported to the office of the ESG Committee at the Company according to prescribed procedures.
(3) The Company shall periodically identify and sort out priority risk matters that should be addressed as a whole of the Group, and shall monitor and manage formulation and implementation of measures at the Company and its subsidiaries against each of such matters.
- Systems to ensure efficient execution of the duties of Group's Directors and employees
(1) The Company holds meetings of the Board of Directors periodically to decide on the basic policies and strategies for the Group management and on important matters related to business execution, and to supervise Directors' execution of the duties, pursuant to the Board of Directors rules and other relevant regulations. The term of office of Directors shall be one year, so as to keep their respective missions and responsibilities clear and to enable quick response to changes in the business environment.
(2) To enable quick business execution, the Company shall adopt an Corporate Vice President system. The roles and areas of responsibilities of each Corporate Vice President are defined in outlines for management of the Corporate Vice Presidents. The Corporate Vice Presidents are responsible for execution of their duties in line with the basic management policies decided by the Board of Directors. The term of office of Corporate Vice Presidents shall be one year, so as to keep their respective missions and responsibilities clear and to enable quick response to changes in the business environment.
(3) The Management Council has been established as an organization to deliberate important matters and the Group-wide measure topics for the Corporate Vice Presidents to execute business based on the basic management policies, plans and strategies determined by the Board of Directors. The Management Council shall be held flexibly to ensure efficient business execution and decision-making.
(4) The Company formulates the Group's medium-term and annual business plans through deliberation and resolutions by the Board of Directors. The Company and its subsidiaries shall conduct their respective business in line with these plans and shall review the progress thereof regularly.
(5) The Company and its subsidiaries shall define the functions and responsibilities of each business unit clearly in relevant office regulations, and shall make specific decisions in the course of business execution properly and efficiently in accordance with the Ringi rules and procedures.
- Other frameworks to ensure appropriate execution of the Group's business operations
(1) As a holding company, the Company shall monitor and supervise business execution of its subsidiaries from the standpoint of shareholders, and shall itself undertake the execution of businesses common among the Group in a unified, efficient, and appropriate manner, in order to maximize the corporate value of the Group.
(2) In an effort to ensure appropriate business execution, the Company shall establish and maintain frameworks that enable Audit & Supervisory Board members and audit staffs to conduct audits of the Company and its subsidiaries on a regular basis.
(3) With regard to important business execution by the Company's subsidiaries, the Company shall define matters that require approval by the Company's Board of Directors or deliberation at the Management Council, by stipulating such matters and approval procedures in the Board of Directors rules and other relevant office regulations, and shall require each subsidiary to comply with such procedures in order for the Company to manage business execution at its subsidiaries.
(4) The Company shall understand resolutions and reports of the Board of Directors of its major subsidiaries and shall require report as necessary, in order for the Company to manage and supervise important business execution in the Group.
(5) The Company shall actively advance computerization of the Group's business operations through constant efforts to improve the accuracy and efficiency of such business operations.
(6) The Company shall establish global audit systems by enhancing its auditing function by integrating all internal audit functions within the Group. The internal audit division shall organize a system for regularly auditing the Company and its subsidiaries to ensure appropriate execution of the Group's businesses.
- Matters related to employees supporting the duties of Audit & Supervisory Board members on demand
(1) The Company shall establish a division for the Audit & Supervisory Board. Employees who belong to such division shall concurrently serve as auditing staff to support the enhancement of an auditing function of the Audit & Supervisory Board members.
(2) The auditing staff shall support the duties of the Audit & Supervisory Board members by following their direction and orders. Personnel affairs of such supporting auditing staff shall require the consent of the Audit & Supervisory Board members.
- Frameworks for the Directors and employees in the Group to report to the Company's Audit & Supervisory Board members
(1) In the event that there arises in the Company or its subsidiaries any critical matters concerning a violation of laws, regulations or articles of incorporation, misconduct, or any fact that may cause a severe damage to the Group, the Director or employee of the Company or its subsidiaries who becomes aware of such fact, or personnel of the Company's compliance division or any subsidiary's Audit & Supervisory Board members who receive the report of such fact from the said Director or employee, shall promptly report such fact to the Company's Audit & Supervisory Board members.
(2) The Company's business units or subsidiaries shall submit monthly reports about their business execution to the Company's Audit & Supervisory Board members. Besides, Directors and employees of the Company and its subsidiaries shall report the necessary information about their business operations to the Company's Audit & Supervisory Board members upon their request, to the extent necessary for their audit.
(3) The Company and its subsidiaries shall ensure that any person who reports pursuant to 7(1) or (2) above shall not suffer any detrimental treatment by reason of such reporting.
- Other frameworks to ensure effective auditing by Audit & Supervisory Board members
(1) The Company's Audit & Supervisory Board members shall share audit results and other audit information among themselves in their regular meetings. In addition, Audit & Supervisory Board members (full-time members in principle) shall also attend other important meetings such as Management Councils as regular attendees, and shall exchange opinions with the representative Directors regularly.
(2) For the purpose of enhancing and strengthening the Group's auditing function, the Company's Audit & Supervisory Board members shall share audit results and other audit information and exchange opinions regularly with Audit & Supervisory Board members of the Company's major subsidiaries.
(3) Under the recognition that mutual interaction and cooperation between the internal auditing division, Audit & Supervisory Board members and independent auditors are important, the Company's Audit & Supervisory Board members shall facilitate information sharing between these three parties to enable efficient auditing.
(4) The Company’s related divisions and the Company’s subsidiaries (the Subsidiaries) shall consult with Audit & Supervisory Board members regarding the required auditing system at the Subsidiaries such as the number of Audit & Supervisory Board members in the Subsidiaries and the presence of full- time Audit & Supervisory Board members in the Subsidiaries to ensure effective auditing within the Group. The Subsidiaries shall discuss with the Company’s Audit & Supervisory Board members prior to the selection of the candidates for Audit & Supervisory Board members of the Subsidiaries’.
(5) The Company shall allocate necessary and sufficient budgets based on relevant audit plans to cover expenses that may accrue from execution of duties by the Company's Audit & Supervisory Board members and shall bear such expenses in accordance with related office regulations.