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Our Basic Policy on Internal Control Systems

 

Our Basic Policy on Internal Control Systems

FUJIFILM Holdings Corporation (the Company) has established the following basic policy to build an effective internal control system for the purpose of appropriate and sound execution of business activities by corporate group comprising the Company and its subsidiaries (the Group), based on a resolution of its Board of Directors:

  1. 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 CSR 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 (Helpline) both inside and outside the Group for receiving requests, notifications, and reports of findings and concerns 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 Helplines 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 policy, Insider-Trading prevention policies, personal and other sensitive information management policies, antimonopoly law (competition law), compliance policies, anticorruption policies, and others under which all personnel 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.
  2. 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 auditors of the Company have the right to access to any of abovementioned documents at any time if necessary for their execution of their duties.
  3. 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. Regarding the important risk issues, it shall be submitted to deliberations, with a viewpoint of the Group, at the CSR Committee chaired by the President to formulate basic courses of action and implement and advance appropriate measures.
    • (2) With regard to specific risk domains related to the Group's businesses, such as information management, environment, health, and safety, disaster prevention, and others, 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 in performing particular business of the Company or its subsidiaries shall be judged and handled appropriately by each of them respectively, and important risk information shall be reported to the office of the CSR Committee at the Compay according to the prescribed procedure.
    • (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.
  4. Systems to ensure efficient execution of the duties of Group's directors and employees
    • (1) The Company holds meetings of the Bard of Directors periodically to decide on the basic policies and strategies for the Group management, 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. Certain matters may be decided by special directors to enable flexible decision-making. 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 executive officer system. The roles and areas of responsibilities of each executive officer are defined in outlines for management of the executive officers. The executive officers 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 executive officers 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) As an organization for deliberation by executive officers on matters that should be submitted to the Board of Directors as well as on other important matters, the Company shall hold management conferences, which shall be held flexibly to enable efficient execution of business 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.
  5. Other frameworks to ensure appropriate execution of the Group's business
    • (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 conference, 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 require regular reporting from its major subsidiaries about resolutions of and reports from their Board of Directors, as well as other matters as necessary, in order for the Company to manage, monitor, and supervise important business execution in the Group.
    • (5) The Company shall actively advance computerization of the Group's business operation through a constant efforts to improve the accuracy and efficiency of such business operation.
  6. Matters related to employees supporting the duties of Audit & Supervisory Board members on demand
    • (1) The Company shall establish an internal auditing division. Employees who belong to such division shall concurrently serve as auditing staff to support the enhancement of the auditing function of the Audit & Supervisory Board members. The Company shall seek to strengthen the internal auditing division and develop and reinforce auditing staff for this purpose.
    • (2) As far as performing the auditing function mentioned above, the auditing staff shall support the duties of the Audit & Supervisory Board members by following the direction and orders of the Audit & Supervisory Board members and support their duties. Personnel affairs of such supporting auditing staff shall require the consent of the Audit & Supervisory Board members.
  7. 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 or misconduct, or any fact that may cause severe damage to the Group, the director or employee of the Company or such 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, if requested by the Audit & Supervisory Board members of the Company for additional report regarding business execution 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.
  8. 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 conference 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 sharing information between these three parties to enable efficient auditing.
    • (4) The Company shall allocate necessary and sufficient budgets based on relevant audit plans to cover expenses that may accrue from business execution by the Company's Audit & Supervisory Board members and shall bear such expenses in accordance with related office regulations.

Related Information

Compliance and risk management at Fujifilm Group are comprehensive and unified by our belief that they are two sides of the same coin.

Five principles for conducting fair corporate activities.

Our rules with openness, fairness and clarity as the foundation.


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