FUJIFILM Holdings

Our Corporate Governance Structure

[Image]Our Corporate Governance

Corporate governance structure (As of June 26, 2020)

Corporate organization

Company with an Audit & Supervisory Board

Number of Directors (number of outside Directors)

11 (4)

Number of outside Directors deemed to be independent(*1)

4

Directors' term of office

One year (the same term of office applies to outside Directors)

Incentive compensation to Directors

Introduction of a stock option system geared toward in-house Directors

Number of Audit & Supervisory Board members (number of outside Audit & Supervisory Board members)

4 (2)

Number of independent officers

6

Adoption of an executive officer system

Yes

Independent auditors

KPMG AZSA LLC

Introduction of Countermeasures (Takeover Defense Measures) for Large- Scale Purchases of Company Shares

None(*2)

  • *1 Compliance with the Company's “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members”
  • *2 If the Company receives a proposal seeking to acquire a controlling interest, it will strive to help shareholders make a decision by proactively gathering information and disclosing it in a timely manner, while taking appropriate measures within the scope permitted by relevant laws and regulations, such as the Companies Act and the Financial Instruments and Exchange Act, to increase corporate value and secure the common interests of shareholders.