Corporate Governance

Recognizing that a corporation's main mission is to increase corporate value, FUJIFILM has given top priority to measures aimed at increasing its own corporate value by strengthening and broadening its corporate governance systems, and it has implemented various measures in order to be regarded as trustworthy by all its stakeholders. Based on this underlying principle, on October 1, 2006 FUJIFILM switched to a holding company structure headed by FUJIFILM Holdings Corporation, in which all our current business operations has been taken on by the newly established FUJIFILM Corporation, a wholly owned subsidiary formed by dividing up the company. Under this new structure, governance is strengthened across a consolidated base that includes Fuji Xerox Co., Ltd. contributing to still higher levels of transparency and prudence in group management.

FUJIFILM's board of directors meets on a regular basis, and it is this body that formulates the basic group management policies and strategies, determines key aspects of business affairs and monitors the way business is conducted. There are currently nine directors, one of whom is recruited from outside FUJIFILM. To accelerate the execution of business affairs, an executive officer system was adopted in which the officers are responsible for the execution of business affairs in accordance with the basic policies and strategies adopted by the board of directors. To make clear the mission and responsibilities of directors, the company has assigned one year terms in office, ensuring that management can respond quickly to changes in the business environment.

A management council has also been established as a forum in which executive officers can discuss important issues, including those that need to be brought to the attention of the board of directors. Meetings of the management council are flexibly convened, promoting efficient business operation and decision making practices.

The board of corporate auditors currently has 4 members, 2 of whom are outside corporate auditors. All corporate auditors attend meetings of the board of directors, while the standing statutory auditors also attend every management council meeting, regularly exchange opinions with the representative directors, and audit the entire range of business execution. In addition, FUJIFILM has an Auditor's Office as an internal auditing unit that is independent from divisions responsible for the execution of business affairs. This office examines each division's operational processes and other items, and evaluates and verifies that they are appropriate. To enhance internal auditing functions, FUJIFILM aims to increase the number of internal auditing staff and reinforce the roles of the corporate auditors.