The Evaluation of the Effectiveness of the Board of Directors
April 17, 2017
FUJIFILM Holdings Corporation
In October 2015, we formulated and published the FUJIFILM Holdings Corporation Corporate Governance Guidelines (the "Guidelines") considering the appropriate implementation of the corporate governance fundamental as the basis upon which FUJIFILM group can achieve the sustainable growth and the increase of the corporate value of FUJIFILM group companies, and the contribution to the sustainable development of society.
The Guidelines stipulate the roles and duties of the Board of Directors ("BoD"), as follows: (i) to decide on basic management policies, strategies and important matters related to business execution; (ii) to supervise the business execution. In accordance with the Guidelines, the BoD conducts a self-evaluation of the effectiveness of itself on an annual basis, and publishes a summary of its outcome.
Here is the summary of the outcome of the evaluation which we have recently conducted.
- Method of the Evaluation
We conducted a survey with questionnaire and interviews, as follows:
Evaluated Board Meetings : All of 14 Board Meetings held in the CY 2016
Evaluators : All of 12 Directors and 4 Audit and Supervisory Board members
Survey Execution Period : January through March, 2017
Outline : Took a questionnaire comprising multi-choice questions and free comment sections concerning (i) the composition of the BoD; (ii) the ways for enhancement of the deliberation; (iii) the conditions surrounding the deliberation; and (iv) the supervision by the BoD followed by interviews with each of the Respondents with a reference of the preliminary result of the questionnaire. - Results of the Evaluation and Analysis
We have analyzed and evaluated current status of the effectiveness of our BoD as follows:
- Our BoD consists of board members having variety of knowledge and experience, and, based on that, appropriately performed its roles and duties with regard to efficient deliberation and decision-making, and supervision of the business execution.
- We have implemented measures to enhance the effectiveness of the BoD by setting separate opportunities to make explanation for outside Directors and outside Audit and Supervisory Board members (collectively "Outside Directors") with regard to important propositions prior to board meetings and to our major businesses, and we have confirmed that such measures function as expected.
- There has still been expectation for further enrichment of above mentioned activities as information regarding our management policy and business strategies, etc. should be provided so that Outside Directors can contribute to our BoD with in-depth understanding. - Measures for Enhancement
Based on the aforementioned result, we will endeavor to deepen the deliberation and to enhance the effectiveness of our BoD through enrichment of the provision to the Outside Directors with information and promotion of understanding of Outside Directors with regard to Fujifilm group's management issues and strategies, etc.
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