2.1 ｜ Corporate Governance 2. Corporate Governance and Governing Structure Corporate Governance Structure General Meeting of Shareholders (1) Board of Directors (2) Nomination and Remuneration ● Determination of Group management policies Advisory Committee and strategies (3) Audit & Supervisory Board Independent Auditors ● Decisions on important matters relating to business execution ● Supervision of business execution Audit & Supervisory Board Office Chairman of the Board of Directors (Staff Department for Audit & (Director and Board Chairman) Supervisory Board Members) Business Execution President and CEO, (5) ESG Committee Representative Director Including Compliance & Risk Management Corporate Vice Presidents (6) M&A Investment Committee (4) Management Council (7) DX Strategy Committee Corporate ICT Corporate Communications Accounting Human Legal Intellectual Property ESG Global Audit Planning Strategy Division and Finance Resources Division Division Division Division Division Division Division Division FUJIFILM Corporation, FUJIFILM Business Innovation Corp. and other Group companies (As of the end of June 2023) Structure of the Board of Directors: 4 independent outside directors, 6 inside directors Structure of the Audit & Supervisory Board: 2 independent outside auditors, 2 full-time auditors Structure of the Nomination and Remuneration Advisory Committee: 2 independent outside directors (including chairman), 1 inside director 3. The roles and activities of the committees * For the roles of the Board of Directors, please refer to 2.1.6 Evaluation of the Effectiveness of the Board of Directors. * For the roles of the Audit & Supervisory Board, please refer to Chapter 4. Auditing structure. Nomination and Remuneration Advisory Committee As an advisory body to the Board of Directors, the Nomination and Remuneration Advisory Committee was voluntarily established for the purpose of ensuring objectivity and transparency regarding the CEO succession plan and the procedures for director remuneration plans and related matters. Directors. For the status of activities, please refer also to 2.1.7-3 Nomination and Remuneration Advisory Committee. Management Council The Management Council deliberates on important matters and Group-wide topics based on the basic policies, plans and strategies decided by the Board of Directors. In addition, the Company has adopted the corporate vice president system to facilitate speedy business execution. Corporate Vice Presidents are responsible for business execution in accordance with the basic policy determined by the Board of Directors. The Company currently has 10 Corporate Vice Presidents, three of whom are concurrently serving as Board members. The Corporate Vice Presidents have a one-year term of office, the same as the Company’s directors. ESG Committee The ESG Committee deliberates and decides on important ESG-related matters for the Fujifilm Group. The committee also conducts reviews and promotes basic policy development and appropriate measures from a Group-wide perspective with regard to important risks facing each Group company. The committee is chaired by the President and vice-chaired by the director responsible for ESG Division. M&A Investment Committee The M&A Investment Committee selects M&A projects that align with Group-wide management strategy and business strategy, and holds discussions to ensure M&As are conducted through the proper processes with appropriate schemes and at an appropriate price. The committee also checks on the progress of post-merger integration (PMI) after the M&A. The committee is chaired by the President and vice-chaired by the director responsible for the Corporate Planning Division. DX Strategy Committee The Company established the DX Strategy Committee as the highest decision-making body involved in promoting DX throughout the Fujifilm Group. The CEO serves as chairman and the CDO as vice-chairman. 22 FUJIFILM Holdings Corporation Sustainability Report 2023