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Outside Didectors and Outside Audit & Supervisory Board Members

 

Directors

Director (Outside) Tatsuo Kawada
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
  • Member of the Board (external) of Daikin Industries, Ltd.
  • Outside Corporate Auditor of Hokuhoku Financial Group, Inc.

Reasons for nomination as a candidate for Director

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. The Company deems that he is capable of executing the duties expected of an outside director in an appropriate and sufficient manner by utilizing his ample experience and wide range of knowledge as a corporate executive to give suggestions and advice on many aspects of the Company’s management, and thereby requests for his election as outside director.

Attendance

Meetings of Board of Directors -*
Meetings of Audit & Supervisory Board -*
  • *Newly appointed on June 29, 2017 (current position)

Director (Outside) Makoto Kaiami
1978 Assistant Judge of Tokyo District Court
2000 Presiding Justice of the Division of Tokyo District Court
2007 Associate Vice-Minister of Justice in charge of Litigation Affairs, Minister’s Secretariat of Ministry of Justice
2009 Judge of Tokyo High Court
2009 President of Wakayama District and Family Court
2011 President of Nagano District and Family Court
2012 Presiding Justice of the Division of Tokyo High Court
2014 President of Tokyo Family Court
2015 President of Tokyo District Court
2016 Retired office at mandatory retirement age
2017 Registered as Attorney at Law (to present)
2017 Joined Sophiacity Law Office Of counsel (to present)

Significant Concurrent Positions

  • Of counsel of Sophiacity Law Office

Reasons for nomination as a candidate for Director

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. The Company deems that he is capable of executing the duties expected of an outside director in an appropriate and sufficient manner by utilizing this experience and knowledge to give suggestions and advice on many aspects of the Company’s management, including from the perspective of compliance and internal control, and thereby requests for his election as outside director.

Attendance

Meetings of Board of Directors -*
Meetings of Audit & Supervisory Board -*
  • *Newly appointed on June 29, 2017 (current position)

Director (Outside) Kunitaro Kitamura
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 Representative Director of Sumitomo Mitsui Trust Holdings, Inc. (to present)
Chairman (Director) of Sumitomo Mitsui Trust Bank, Limited (to present)

Significant Concurrent Positions

  • Representative Director of Sumitomo Mitsui Trust Holdings, Inc.
  • Chairman (Director) of Sumitomo Mitsui Trust Bank, Limited

Reasons for nomination as a candidate for Director

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 loans, finance, and capital markets. The Company deems that he is capable of executing the duties expected of an outside director in an appropriate and sufficient manner by utilizing this experience and knowledge to give suggestions and advice on many aspects of the Company’s management, and thereby requests for his election as outside director.

Attendance

Meetings of Board of Directors -*
Meetings of Audit & Supervisory Board -*
  • *Newly appointed on June 29, 2017 (current position)

Audit & Supervisory Board Members

[Photo]Audit & Supervisory Board Member (Outside) Hisayoshi Kobayakawa

Audit & Supervisory Board Member (Outside) Hisayoshi Kobayakawa
1968 Registered as Certified Public Accountant (to present)
1996 Senior Partner of Price Waterhouse (currently Pricewaterhouse Coopers Co., Ltd.) Executive Representative Partner of Aoyama Audit Corporation
2000 Audit & Supervisory Board Member of General Sekiyu K.K. (currently TonenGeneral Sekiyu K.K.) Full-time Audit & Supervisory Board Member of TonenGeneral Sekiyu K.K.
2007 Audit & Supervisory Board Member of TonenGeneral Sekiyu K.K.
Full-time Audit & Supervisory Board Member of TonenGeneral Sekiyu K.K.
2014 Substitute Audit & Supervisory Board Member of the Company
2015 Audit & Supervisory Board Member of the Company (to present)

Reasons for Selection

Mr. Kobayakawa has ample experience and a wide range of knowledge as both a certified public accountant and as a full-time Audit & Supervisory Board member of a business operating company. The Company believes he appropriately executes his duties as an outside Audit & Supervisory Board member from an objective viewpoint based on such experience and knowledge.

Attendance

Meetings of Board of Directors 7/7(*1)
Meetings of Audit & Supervisory Board 9/9(*1)

[Photo]Audit & Supervisory Board Member (Outside) Shiro Uchida

Audit & Supervisory Board Member (Outside) Shiro Uchida
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 manager. The Company believes he appropriately executes his duties as an outside Audit & Supervisory Board member from an objective viewpoint based on such experience and knowledge.

Attendance

Meetings of Board of Directors -(*2)
Meetings of Audit & Supervisory Board -(*2)
  • *1 Newly appointed on June 26, 2015 (current position)
  • *2 Newly appointed on June 29, 2016 (current position)

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members

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.

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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