Governance 2.1 Corporate Governance 2.1.1 Basic Approach The Fujifilm Group aims to contribute to the sustainable growth of society while improving its corporate value through sincere and fair business activities. As the foundation to achieve this, we regard corporate governance as a primary issue in our business management. We also position the Board of Directors as the organization that determines basic Group management policies and strategies and other important matters relating to business execution, as well as supervising the implementation of business affairs. This idea is clarified in the Corporate Governance Guidelines, which are approved by the Board of Directors. Corporate Governance Guidelines https://www.fujifilm.com/files-holdings/en/about/governance/about_governance_ff_governance_guideline_en.pdf Report on Corporate Governance (Tokyo Stock Exchange) https://www.fuji昀椀lm.com/昀椀les-holdings/ja/about/governance/about_governance_昀昀_ab_2022_003.pdf(inJapaneseonly) Our Basic Policy on Internal Control Systems https://holdings.fuji昀椀lm.com/en/about/governance/internal-control Articles of Incorporation https://www.fujifilm.com/files-holdings/ja/about/governance/about_governance_ff_irnews_20220629_001j.pdf (in Japanese only) 127th Yuka Shoken Hokokusho (Securities Report) https://ir.fujifilm.com/ja/investors/ir-materials/securities-reports.html (in Japanese only) Integrated Report https://ir.fujifilm.com/en/investors/ir-materials/integrated-report.html Fujifilm Group Tax Policy https://holdings.fujifilm.com/en/about/governance/tax-policy 2.1.2 Corporate Governance Structure and Features 1. Corporate governance structure overview The key points of Fujifilm's corporate governance structure are as follows. Institutional design • Adopted a system with an Audit & Supervisory Board. • Established the Nomination and Remuneration Advisory Committee as an arbitrary advisory body to the Board of Director. Board of Directors • Set the number of directors at 12 or less, of which at least one-third shall be independent outside directors. • Separated the role of the chairman of the Board of Directors and the Chief Executive Officer (CEO) and strengthened the supervision function. • Set the term of office of directors at one year to further clarify the mission and responsibilities of the directors. Audit & Supervisory Board • Set the number of Audit & Supervisory Board members at five or less, of which at least half shall be independent outside Audit & Supervisory Board Members. • Established an Audit & Supervisory Board Office (a staff department for Audit & Supervisory Board Members) to enhance the audit functions of Audit & Supervisory Board members. Nomination and Remuneration Advisory Committee • Set the composition of the committee to be three or more members appointed by resolution of the Board of Directors, with at least half being independent outside directors. • The chairman shall be an independent outside director. 21 FUJIFILM Holdings Corporation Sustainability Report 2023
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