Note: The article on this page is taken from Sustainability Report 2017.
The State of Corporate Governance
FUJIFILM Holdings is aiming to foster sustainable growth, achieve higher corporate value and contribute to the sustainable development of society through sincere and fair business activities. We regard corporate governance as the foundation for achieving these goals and a key issue in business management.
Regarding matters of the inappropriate accounting at overseas subsidiaries of Fuji Xerox Co., Ltd. uncovered this year, actions have been taken responding to the report of the Independent Investigation Committee sincerely. We are establishing a transparent business process to strengthen Group governance and prevent any recurrence by integrating part of Fuji Xerox's headquarters and management functions into FUJIFILM Holdings, further expanding personnel exchanges within the Group, including management personnel, and rebuilding and strengthening internal control at Fuji Xerox and its subsidiaries, including the system for reporting to FUJIFILM Holdings.
Corporate Governance Structure
FUJIFILM Holdings has positioned the board of directors as the organization for determining basic Group management policies and strategies and other important matters relating to business execution, as well as supervising the implementation of business affairs. The Company's Articles of Incorporation stipulate that the board can consist of up to 12 directors. Currently, the board has nine directors, including three outside directors (changed on June 29, 2017). To better clarify their missions and responsibilities, the directors have a one-year term of office. The attendance of outside directors to the board of directors meetings held during the term ended March 2017 was 88% (13 meetings in total).
Additionally, FUJIFILM Holdings has adopted an executive officer system to facilitate speedier business execution. The Company currently has 13 executive officers, including six concurrently serving as Board members. The executive officers have a one-year term of office, the same as the Company's Directors. The Company discloses the number of individuals to whom remuneration is paid and the total amount of remuneration by Directors as well as Audit & Supervisory Board members. Meanwhile, we have adopted a remuneration system under the stock option program to make its directors and executive officers, excluding outside directors, share a mutual interest—the effect of stock price fluctuations—with its shareholders. In this way, the directors and executive officers are in actual fact encouraged to have stronger drive and morale toward achieving higher corporate value.
Corporate Governance Structure
FUJIFILM Holdings has adopted a system of Audit & Supervisory Board, which currently consists of four members, including two outside members. Each Audit & Supervisory Board member attends the board of directors, while full-time members attend all Management Council meetings in order to assess our overall business operations.
The attendance of outside auditors to the board of directors meetings held during the term ended March 2017 was 92% (13 meetings in total). Also, the attendance of outside auditors to the Audit & Supervisory Board meetings held during the term ended March 2017 was 96% (13 meetings in total). The restructuring of our audit system led to the establishment of the Global Audit Division in September 2017, consisting of 56 members, which will strengthen the internal audit function and introduce global auditing. The new division will assess and verify the current state of internal control and business operations throughout the Group. These improvements are supervised by FUJIFILM Holdings for greater transparency and speed of action.
Fujifilm Group Tax Policy
- In line with its Code of Conduct, which advocates an “Open, Fair and Clear” corporate culture, the Fujifilm Group shall comply with taxation laws of countries around the world, international taxation regulations and the spirit of such laws and regulations. The Group shall make payment of all required taxes by all specified dates in all countries in which it operates.
- The Fujifilm Group shall thoroughly examine the contents of all business transactions in advance from the perspective of tax, receive advice from competent tax advisors if and when required, and implement reporting and preliminary approval processes for important tax matters in accordance with internal regulations in order to maintain and improve governance on tax affairs.
- The Fujifilm Group shall maintain trusting relations with tax authorities, and give full consideration to, and if deemed necessary, shall proceed with its application for the Advance Pricing Agreement, so as to avert any lack of transparency in tax affairs.
- The Fujifilm Group shall actively utilize beneficial tax treatment in countries in which it operates while complying with their legislative intent in order to maximize consolidated cash flow. The Group shall not engage in tax planning or use tax havens for the sole purpose of obtaining tax benefits.