FUJIFILM Holdings

Outside Directors and Outside Audit & Supervisory Board Members

Director (Outside) Tatsuo Kawada

Biography

1987 President of SEIREN CO., LTD.
2011 Chairman and President of SEIREN CO., LTD.
2014 Chairman and CEO of SEIREN CO., LTD. (to present)

Significant Concurrent Positions
Chairman and CEO of SEIREN CO., LTD.
Outside Director of Hokuriku Electric Power Company
Outside Director of Daikin Industries, Ltd.
Outside Director of Hokuhoku Financial Group, Inc.

Reasons for Selection
Mr. Kawada has served as representative director of a general textile manufacturer for many years. With his strong leadership, he has achieved transformation of the company’s business model, creation of innovation, and organizational reform. By giving useful suggestions and expressing opinions on many aspects of the Company’s management at the board of directors meetings based on his ample experience and wide range of knowledge as a corporate executive, Mr. Kawada has enabled reasonable and adequate decision making by the board of directors. In addition, as Chairman of the Nomination and Remuneration Advisory Committee, he has been leading efforts to enhance transparency of the processes related to a succession plan of the CEO and remuneration for directors. The Company believes that he is able to continue executing his duties as outside director in an appropriate and sufficient manner.

Attendance
Meetings of Board of Directors:8/10(*1,2)

Director (Outside) Makoto Kaiami

Biography

1978 Assistant Judge of Tokyo District Court
2014 President of Tokyo Family Court
2015 President of Tokyo District Court
2017 Registered as Attorney at Law (to present)
2018 Joined Otemachi Law Office (to present)

Significant Concurrent Positions
Attorney at Law of Otemachi Law Office
Outside Director of Tokyu Fudosan Holdings Corporation
Outside Audit & Supervisory Board Member of SEIREN CO., LTD.

Reasons for Selection
Mr. Kaiami has served in important positions such as Presiding Justice of the Division of Tokyo High Court and President of Tokyo District Court, and has ample experience and wide range of knowledge accumulated over his many years as a judge. By giving useful suggestions and expressing opinions on many aspects of the Company’s management, including compliance and internal control of the entire Fujifilm Group, at the board of directors meetings based on this experience and knowledge, Mr. Kaiami has enabled reasonable and adequate decision-making by the board of directors. The Company believes that he is able to continue executing his duties as outside director in an appropriate and sufficient manner.

Attendance
Meetings of Board of Directors:10/10(*1,2)

Director (Outside) Kunitaro Kitamura

Biography

2011 Representative Director and Deputy President of Sumitomo Mitsui Trust Holdings, Inc.
Representative Director and Deputy President of The Chuo Mitsui Trust and Banking Company, Limited (current Sumitomo Mitsui Trust Bank, Limited)
2012 Representative Director and President of Sumitomo Mitsui Trust Holdings, Inc.
Chairman (Representative Director) of Sumitomo Mitsui Trust Bank, Limited
2017 Director of Sumitomo Mitsui Trust Holdings, Inc. (to present)
Chairman (Director) of Sumitomo Mitsui Trust Bank, Limited (to present)

Significant Concurrent Positions
Director of Sumitomo Mitsui Trust Holdings, Inc.
Chairman (Director) of Sumitomo Mitsui Trust Bank, Limited
Outside Director of ASAGAMI CORPORATION

Reasons for Selection
Mr. Kitamura has served as representative director of financial institutions for many years, demonstrating strong leadership. He has ample experience and wide range of knowledge in the fields of finance and capital markets. By giving useful suggestions and expressing opinions on many aspects of the Company’s management, including M&A and capital policy, at the board of directors meetings based on this experience and knowledge, Mr. Kitamura has enabled reasonable and adequate decision-making by the board of directors. In addition, as a member of the Nomination and Remuneration Advisory Committee, he has been contributing to the enhancement of transparency of the processes related to a succession plan of the CEO and remuneration for directors. The Company believes that he is able to continue executing his duties as outside director in an appropriate and sufficient manner.

Attendance
Meetings of Board of Directors:9/10(*1,2)

Director (Outside) Makiko Eda

Biography

2013 Representative Director and President of
Intel K.K.
2018 Chief Representative Officer of
World Economic Forum Japan (to present)

Significant Concurrent Positions
Chief Representative Officer of World Economic Forum Japan
Outside Director of Tokyo Electron Ltd.

Reasons for Selection
After being responsible for marketing in the overseas market for many years in a major U.S. semiconductor manufacturer, Ms. Eda served as representative director of a Japanese-incorporated subsidiary of the said company, and with her strong leadership, has achieved creation of a new market and development of global personnel. Currently in her role as Chief Representative Officer of the World Economic Forum Japan, she is working to bring leaders from various industries together to improve, on a global scale, wide range of issues such as regional and industrial issues. Based on such experience and knowledge, Ms. Eda has enabled reasonable and adequate decision-making by the board of directors by giving useful suggestions and expressing opinions on many aspects of the Company’s management at the board of directors meetings, while she proactively provided advice on the Fujifilm Group’s measures concerning ESG. The Company believes that she is able to continue executing her duties as outside director in an appropriate and sufficient manner.

Attendance
Meetings of Board of Directors:7/7(*1,2)

  • *1 The attendance status includes meetings held in FY2019/3. Ms. Eda was appointed on June 28, 2018 (current position).
  • *2 In addition to the above stated number of the board of directors meetings held, the Company passed two written resolutions in lieu of a resolution passed at the board of directors meetings.

Audit & Supervisory Board Member (Outside) Shiro Uchida

Biography

1986 Registered as Certified Public Accountant (to present)
2010 CEO of PricewaterhouseCoopers Co., Ltd.
2012 Chairman of PricewaterhouseCoopers Co., Ltd.
2015 Chairman, Representative Director of SAP Japan Co., Ltd. (to present)
2016 Audit & Supervisory Board Member of the Company (to present)

Reasons for Selection
Mr. Uchida has ample experience and a wide range of knowledge as both a certified public accountant and as a corporate executive. Based on such experience and knowledge, Mr. Uchida has made appropriate audits on directors' execution of duties by making appropriate remarks and asking for explanations as necessary at the board of directors meetings, and making appropriate questions and expressing opinions at the audit & supervisory board meetings. The Company believes that he is able to continue executing his duties as an outside Audit & Supervisory Board member in an appropriate and sufficient manner.

Attendance
Meetings of Board of Directors:8/10(*3,4)
Meetings of Audit & Supervisory Board:9/12(*3)

Audit & Supervisory Board Member (Outside) Masataka Mitsuhashi

Biography

1983 Registered as Certified Public Accountant (to present)
2004 Representative Director of ChuoAoyama PwC Transaction Services Corporation (current PwC Advisory LLC)
2008 Partner of PricewaterhouseCoopers Aarata (current PricewaterhouseCoopers Aarata LLC)
2010 Representative Director and Deputy President of PricewaterhouseCoopers Co., Ltd.
2012 Representative Director and President of PricewaterhouseCoopers Aarata Sustainability Certification Co., Ltd. (current PricewaterhouseCoopers Sustainability LLC)
2018 Executive Adviser of PricewaterhouseCoopers Aarata LLC
Chairman of PricewaterhouseCoopers Sustainability LLC

Reasons for Selection
Mr. Masataka Mitsuhashi has been involved in audit and M&A related business for many years. He has also served in positions such as representative director in consulting companies, and has ample experience and wide range of knowledge as both a certified accountant and as a corporate executive. Furthermore, as a representative of PricewaterhouseCoopers Sustainability LLC, he has been suggesting to the society a creation of a new corporate value from a sustainability perspective. Given his objective viewpoint based on such experience and knowledge, the Company deems that he is capable of executing the duties expected of an outside audit & supervisory board member in an appropriate manner, and thereby requests for his election as outside audit & supervisory board member.

Attendance
Meetings of Board of Directors:-(*3)
Meetings of Audit & Supervisory Board:-(*3)

  • *3 The attendance status includes meetings held in FY2019/3. Mr. Mitsuhashi was appointed on June 27, 2019 (current position).
  • *4 In addition to the above stated number of the board of directors meetings held, the Company passed two written resolutions in lieu of a resolution passed at the board of directors meetings.

Outside Directors and outside Audit & Supervisory Board members of FUJIFILM Holdings Corporation (the “Company”) are deemed to be independent when none of the following conditions apply:

  1. A person who conducts or has previously conducted business (*1) in the FUJIFILM Group (the “Group”).
  2. A person to whom any of the following conditions apply either currently or over the past three fiscal years:
    (1) An entity in a major business partner relationship (*2) with the Group or a person who conducts business thereof.
    (2) A major lender (*3) to the Group or a person who conducts business thereof.
    (3) A major shareholder (*4) of the Company or a person who conducts business thereof.
    (4) A legal expert, accounting expert or consultant who receives a large amount of money or other assets (*5) from the Group other than remuneration as a Director or Audit & Supervisory Board member (or if it is a corporation or organization that receives the assets, a member of such corporation or organization).
    (5) A person who conducts the business of an entity which may have a Director or Audit & Supervisory Board member of the Group as an outside Director or outside Audit & Supervisory Board member.
    (6) A recipient of a large donation (*6) from the Group or a person who conducts business thereof.
  3. In the case of an important person to whom the above conditions 1. or 2. applies, that persons' spouse or second degree relative, (in the case of appointing an outside Audit & Supervisory Board member as an independent officer, including the spouse or second degree relative's relationship with non-executive Directors of the Company or its subsidiaries).
  • *1 Refers to a person who conducts business as defined under Article 2, Paragraph 3, Item 6 of the Ordinance for Enforcement of the Companies Act, in the case of the Company including the Representative Director, executive officer and employees.
  • *2 A major business partner relationship refers to the case where the transactions with the 17 Group in the most recent fiscal year amount to 2% or greater of either party's consolidated net sales.
  • *3 A major lender refers to the case where the balance of long-term debt at the end of the most recent fiscal year stands at 2% or greater of the Company's total assets on the consolidated balance sheet.
  • *4 A major shareholder refers to an entity whose holding ratio of voting rights at the end of the most recent fiscal year is 10% or more of total voting rights.
  • *5 A large amount of money or other assets refers to the sum of ¥10 million or greater for an individual, while for an organization, 2% or greater of the consolidated net sales of the organization, on average for the past three fiscal years.
  • *6 A large donation refers to amounts of ¥100 million or greater on average for the past three fiscal years.