Outside Directors and Outside Audit & Supervisory Board Members

Directors

Director (Outside) Kunitaro Kitamura

Biography

YearMonthBiography
2012Apr.Representative Director and President of Sumitomo Mitsui Trust Holdings, Inc.
Chairman (Representative Director) of Sumitomo Mitsui Trust Bank, Limited
2017Apr. Representative Director of Sumitomo Mitsui Trust Holdings, Inc.
Chairman (Director) of Sumitomo Mitsui Trust Bank, Limited
2017Jun. Director of Sumitomo Mitsui Trust Holdings, Inc.
Director (Outside Director) of the Company (to present)

Significant Concurrent Positions

Outside Director of ASAGAMI CORPORATION
Outside Audit & Supervisory Board Member of OHBA CO.,LTD.

Reasons for Selection

Mr. Kunitaro Kitamura has served as representative director of a major financial institution group for many years. He has demonstrated strong leadership in his management of the group as a whole, and has ample experience and wide range of knowledge particularly in the fields of finance and capital markets. Based on such ample experience and wide range of knowledge, Mr. Kunitaro Kitamura has facilitated reasonable and adequate decision-making by the board of directors by giving useful suggestions and expressing opinions on many aspects of the Fujifilm Group’s management at the board of directors meetings, while he proactively provided, from a medium- to long-term perspective, advice on the Fujifilm Group’s M&A and capital policy, initiatives for resolving social issues, and developing human resources. In addition, as Chairman of the Nomination and Remuneration Advisory Committee, he has been contributing efforts to enhance transparency of the processes related to a succession plan of the CEO and to remuneration for directors. The Company expects him to execute his duties as outside director, and deems that he will fulfill his duties in an appropriate and sufficient manner utilizing his ample experience and wide range of knowledge.

Attendance

Meetings of Board of Directors: 14/14(*1)

Director (Outside) Makiko Eda

Biography

YearMonthBiography
2013Oct.Representative Director and President of Intel K.K.
2018Apr.Chief Representative Officer of World Economic Forum Japan
2018Jun. Director (Outside Director) of the Company (to present)
2023Nov. Managing Executive Officer of Sumitomo Corporation (to present)

Significant Concurrent Positions

Managing Executive Officer of Sumitomo Corporation
Outside Director of Tokyo Electron Ltd.

Reasons for Selection

After being responsible for marketing in the overseas market for many years in a major U.S. semiconductor manufacturer, Ms. Makiko Eda served as representative director of a Japanese-incorporated subsidiary of the said company, and with her strong leadership, has achieved creation of a new market and development of global personnel. In her role as Chief Representative Officer of the World Economic Forum Japan, she worked to bring leaders from various industries together to improve, on a global scale, wide range of issues such as regional and industrial issues. Based on such ample experience and wide range of knowledge, Ms. Makiko Eda has facilitated reasonable and adequate decision-making by the board of directors by giving useful suggestions and expressing opinions on many aspects of the Fujifilm Group’s management at the board of directors meetings, while she proactively provided, from a medium- to long-term perspective, advice on the Fujifilm Group’s measures concerning ESG (Environmental, social and governance). The Company expects her to execute her duties as outside director, and deems that she will fulfill her duties in an appropriate and sufficient manner utilizing her ample experience and wide range of knowledge.

Attendance

Meetings of Board of Directors: 13/14(*1)

Director (Outside) Tsuyoshi Nagano

Biography

YearMonthBiography
2013Jun.President & Chief Executive Officer (Representative Director) of Tokio Marine Holdings, Inc.
President & Chief Executive Officer (Representative Director) of Tokio Marine & Nichido Fire Insurance Co., Ltd.
2016Apr.Chairman (Representative Director) of Tokio Marine & Nichido Fire Insurance Co., Ltd.
2019Jun.Chairman (Director) of Tokio Marine Holdings, Inc. (to present)
2022Jun.Director (Outside Director) of the Company (to present)

Significant Concurrent Positions

Chairman (Director) of Tokio Marine Holdings, Inc.
Outside Director of Central Japan Railway Company

Reasons for Selection

Mr. Tsuyoshi Nagano has been engaged in insurance sales, corporate planning, and product planning operations both in Japan and overseas for many years at a major insurance company, where he also has experience in supervising the overseas business. Moreover, he has demonstrated strong leadership in his management of the group as a whole. Based on such ample experience and wide range of knowledge, Mr. Tsuyoshi Nagano has facilitated reasonable and adequate decision-making by the board of directors by giving useful suggestions and expressing opinions on many aspects of the Fujifilm Group’s management at the board of directors meetings, while he proactively provided, from a medium- to long-term perspective, advice on the measures pertaining to the risk management system, instilling corporate culture, and dialogue with stakeholders at the Fujifilm Group. In addition, as a member of the Nomination and Remuneration Advisory Committee, he has been contributing efforts to enhance transparency of the processes related to a succession plan of the CEO and to remuneration for directors. The Company expects him to execute his duties as outside director, and deems that his ample experience and wide range of knowledge will enable him to execute his expected duties in an appropriate and sufficient manner.

Attendance

Meetings of Board of Directors: 10/11(*1 *2)

Director (Outside) Ikuro Sugawara

Biography

YearMonthBiography
1981Apr.Joined Ministry of International Trade and Industry (currently Ministry of Economy, Trade and Industry)
2010Jul.Director-General of Industrial Science and Technology Policy and Environment Bureau of Ministry of Economy, Trade and Industry
2012Sep.Director-General of Manufacturing Industries Bureau of Ministry of Economy, Trade and Industry
2013Jun.Director-General of Economic and Industrial Policy Bureau of Ministry of Economy, Trade and Industry
2015Jul.Vice-Minister of Ministry of Economy, Trade and Industry
2017Aug.Special Advisor to the Cabinet
2022Jun.Director (Outside Director) of the Company (to present)

Significant Concurrent Positions

Outside Director of TOYOTA MOTOR CORPORATION
Outside Director of Hitachi, Ltd.

Reasons for Selection

Mr. Ikuro Sugawara has served in a number of important posts, including Vice-Minister of Ministry of Economy, Trade and Industry. Through this and his involvement in industrial policy, trade policy, technology policy, and environmental and energy policy, he has ample experience in policy planning and organizational management. Based on such ample experience and wide range of knowledge, Mr. Ikuro Sugawara has facilitated reasonable and adequate decision-making by the board of directors by giving useful suggestions and expressing opinions on many aspects of the Fujifilm Group’s management at the board of directors meetings, while he proactively provided, from a medium- to long-term perspective, advice on the measures pertaining to economic security, investment strategy, risk management, etc. at the Fujifilm Group. The Company expects him to execute his duties as outside director. Although he has never been involved in corporate management in any way other than as an outside officer, the Company deems that in addition to his ample experience, he will be able to leverage his considerable expertise and wide-ranging network to execute his expected duties in an appropriate and sufficient manner.

Attendance

Meetings of Board of Directors: 11/11(*1 *2)

Audit & Supervisory Board Members

Audit & Supervisory Board Member (Outside) Masataka Mitsuhashi

Biography

YearMonthBiography
1983Mar.Registered as Certified Public Accountant (to present)
2004Jul.Representative Director of ChuoAoyama PwC Transaction Services Corporation (current PwC Advisory LLC)
2008Apr.Partner of PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Aarata LLC)
2012Jul.Representative Director and President of PricewaterhouseCoopers Aarata Sustainability Certification Co., Ltd. (currently PricewaterhouseCoopers Sustainability LLC)
2018Jul.Executive Adviser of PricewaterhouseCoopers Aarata LLC
Chairman of PricewaterhouseCoopers Sustainability LLC
2019Jun.Audit & Supervisory Board Member (Outside) of the Company (to present)

Significant Concurrent Positions

Outside Director of Nippon Paint Holdings Co., Ltd.
Outside Director of Skymark Airlines Inc.
Outside Audit & Supervisory Board Member of Integral Corporation

Reasons for Selection

Mr. Masataka Mitsuhashi has been involved in accounting audit and M&A related business for many years. He has also served in positions such as representative director in consulting companies, and has ample experience and wide range of knowledge as both a certified accountant and as a corporate executive. As a representative of a professional firm that provides specialized services in the sustainability field, he has been making suggestions for creation of new corporate value from a sustainability perspective. Since his appointment as outside audit & supervisory board member of the Company, he has been appropriately furnishing remarks at board of directors meetings from an objective perspective based on this ample experience and extensive knowledge. He has furthermore been seeking explanations as necessary, and appropriately conducting audits regarding the execution of the duties of the directors by adequately asking questions and expressing opinions at audit & supervisory board meetings. The Company expects him to execute his duties as outside audit & supervisory board member, and deems that he will execute his duties in an appropriate and sufficient manner utilizing his ample experience and wide range of knowledge.

Attendance

Meetings of Board of Directors: 14/14(*1)
Meetings of Audit & Supervisory Board: 17/17

Audit & Supervisory Board Member (Outside) Tatsuya Inagawa

Biography

YearMonthBiography
1983Apr.Public Prosecutor of Tokyo District Public Prosecutors Office
2016Sep.Director-General of the Public Security Department of Supreme Public Prosecutors Office
2017Mar.Superintending Public Prosecutor of Takamatsu High Public Prosecutors Office
2018Jan.Superintending Public Prosecutor of Hiroshima High Public Prosecutors Office
2019Sep.Retired from Public Prosecutor
Nov.Registered as Attorney at Law (to present)
Attorney at Takahashi Sogo Law Office (to present)
2020Jun.Audit & Supervisory Board Member (Outside) of the Company (to present)

Significant Concurrent Positions

Attorney at Takahashi Sogo Law Office
Outside Director of Sumitomo Osaka Cement Co.,Ltd.

Reasons for Selection

Mr. Tatsuya Inagawa has successively held important posts such as Superintending Public Prosecutor at the Takamatsu High Public Prosecutors Office and the Hiroshima High Public Prosecutors Office. He possesses extensive experience and deep insight in the areas of judicial affairs and compliance which were cultivated over many years as a public prosecutor. The Company believes that he is able to execute his duties as an outside audit & supervisory board member in an appropriate manner from an objective perspective based on this experience and insight.

Attendance

Meetings of Board of Directors: 14/14(*1)
Meetings of Audit & Supervisory Board: 17/17

  • *1 In addition to the above stated number of the board of directors meetings held, the Company passed one written resolution pursuant to Article 370 of the Companies Act and Article 25 of the Company’s Articles of Incorporation, and made one written report pursuant to Article 372, Paragraph 1 of the Companies Act.
  • *2 The status of attendance at the board of directors meetings is for the board of directors meetings that were held during the 127th fiscal year. As Tsuyoshi Nagano and Mr. Ikuro Sugawara were appointed as director on June 29, 2022, their attendance status includes only meetings held from that date forward.

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.