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Tags: ceo, committee chairman, committee members, compliance committee, compositions, csr, deliberation, ethics, executive officer, frc, fuji xerox, fujifilm, president vice, regard, risk management committee, secretariat, secretariat general, security risk management, vice chairman, xerox,Pages: 2
Language: english
Created: Fri Jul 25 19:10:52 2008
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FUJIFILM Holdings Corporation CSR Committee
The Committee performs the following tasks with regard to CSR matters in the Fujifilm Group based on
important matters reported by CSR and meetings in Fujifilm and Fuji Xerox.
(1) Deliberation and determination of basic policy
(2) Deliberation and determination of key issues and measures
Chairman: FUJIFILM Holdings CEO
· Vice chairman: Executive officer responsible for CSR in FUJIFILM Holdings
· Committee members: Relevant directors (Directors and division heads in FUJIFILM Holdings and the operating companies can be
designated by the chairman as required)
· Secretariat: General Manager responsible for CSR in FUJIFILM Holdings
FUJIFILM Corporation Fuji Xerox Co., Ltd.
· Risk & Ethics Council (Ethics/compliance, information
· Compliance Committee · PL Committee security, risk management)
· Total Risk Management Committee · FRC Committee · CSR Council (Environment, social contribution, CS, ES, etc.)
Roles and Compositions of the Total Risk Management Committee and Compliance Committee (Fujifilm and Affiliates)
Total Risk Management Committee Compliance Committee
Chairman: President Chairman: President
· Vice chairman: · Vice chairman:
Executive Officer responsible for CSR management Executive Officer responsible for CSR management
· Regular committee members: CSR Division · Regular committee members:
Executive Officer responsible for consolidated corporate Compliance & Executive Officer responsible for consolidated corporate
management management
Executive Officer responsible for general administration Risk Management Executive Officer responsible for personnel
Executive Officer responsible for legal affairs Executive Officer responsible for general administration
Executive Officer responsible for PR Executive Officer responsible for legal affairs
Secretariat Secretariat
General Manager General Manager General Manager
of Compliance & of Compliance & of Compliance &
Risk management Risk management Risk management
Roles Roles
Take steps to prevent the actualization and expansion of risks (1) Dissemination of the Fujifilm Group Charter for Corporate
Behavior and Code of Conduct
(2) Follow-up to the dissemination of the Code of Conduct
(3) Response to violations to the Code of Conduct
Rapid Decision-Making and Responses by Seven Sub-Committees
(1) Measures for dealing with major product-related (4) Measures for export-related risk
complaints (including product liability) (5) Measures for risk related to leakage of personal information
(2) Measures for dealing with environmental risk (6) Measures for responding to corporate attacks
(3) Measures for overseas safety risk (7) Measures for risk of disasters
Adoption of Fair Rules for the Acquisition of Substantial Shareholdings
("Shareholders' Will Confirmation Type" Takeover Defense Measure)
1. Reason for Adopting the Plan specific procedures that a bidder can follow to commence
The Company believes that the ultimate decision on a takeover proposal.
whether or not to accept a takeover proposal for the The Plan is designed to enable the shareholders at the
Company should be made by the shareholders of the time the takeover proposal is made to make a duly
Company at the time the takeover proposal is made. In this informed judgment as to whether to accept the bidder's
case, we believe that it is necessary to adopt fair rules so takeover proposal based on sufficient information and with
that shareholders of the Company can make a duly a reasonable time period for the Board to consider the
informed judgment. Based on this thinking, the Company's takeover proposal and pursue alternatives, and also to
board of directors on March 30, 2007 decided to adopt arrive at informed judgment based on a fair and highly
"Fair Rules for the Acquisition of Substantial Shareholdings" transparent procedure.
("Shareholders' Will Confirmation Type" Takeover Defense
Measure, hereinafter "the Plan"), which sets forth clear and
24 FUJIFILM Holdings Corporation
2. Overview of the Plan shareholders' will. An issuance of Rights by way of gratis
When a bidder who tries to acquire 15% or more of the allotment as a countermeasure will only be made if the
Company's voting shares complies with the conditions result of ascertaining shareholders' will is that the share-
specified in the Plan (submits the necessary information holders approve such an issuance or the bidder has not fol-
and waits through the review period), the Company will lowed the procedures required by the Plan.
carry out procedures to ascertain the shareholders' will to
request they make the ultimate decision at that time as to 3. Effective Period for the Plan
whether or not to issue stock acquisition rights (the The Plan is effective for three years from March 30, 2007
"Rights") by way of a gratis allotment as a defensive measure. and may be renewed by a resolution of the board of direc-
If the Company's board of directors determines the tors, taking into consideration the views of the outside
takeover proposal to be in the Company's and its share- directors and the outside corporate auditors of the
holders' best interests, there will be no need to ascertain Company.
Reference
Applicable Procedures from Emergence of a Bidder to Decide to Issue the Rights by Way of a Gratis Allotment
(This chart is intended only to assist with understanding the Plan. Please refer to http://www.fujifilmholdings.com/en/investors/fairrules/index.html for more details.)
Emergence of a bidder (who proposes to acquire 15% or more of the Company's voting shares)
Required information submitted by the bidder
Yes*1 No
Review period: 12 weeks*2 Failure to comply with the
(for a proposal for all shares/all cash Review period: 18 weeks*2
(other than the case stated in the left box)
review period of shareholders'
TOB offer which does not involve a
coercive two-tiered structure) will confirmation process
As soon as possible As soon as possible
The shareholder voting record date*3
Immediately Immediately
Ascertain shareholders' will regarding the issuance of the Rights by way of
gratis allotment (A written ballot or shareholders' will confirmation meeting)
Not approved Approved
The Rights may not be issued by way of The Rights may be issued by way of
gratis allotment gratis allotment by the Board
*1: If the Board, based on the required information submitted by the bidder, determines that the bidder's proposal is in the best interests of Fujifilm and its
shareholders, the shareholder vote will not be held, and no Rights will be issued by way of a gratis allotment.
*2: The review period will be extended for eight weeks if the Board receives an opinion from an investment bank which states that the offer price is inadequate
from a financial perspective. In addition, if the bidder has neither submitted the securities registration statement(s), the securities reports, the semi-annual
securities reports and extraordinary reports (including any amendment of each of such statement(s) and reports), each prepared in Japanese, required to be
submitted under the Financial Instruments and Exchange Law of Japan (including any law succeeding it) covering the past five years, nor published any doc-
uments corresponding thereto in Japanese (excluding any summary in Japanese of such documents which were available only in a foreign language; provid-
ed, however, that there is an exception for the foreign securities reports and the foreign semi-annual securities reports under the Financial Instruments and
Exchange Law ) covering the past five years, the review period will be extended for another four weeks.
*3: The shareholder voting record date will be publicly announced at least two weeks prior to the record date.
FUJIFILM Holdings Corporation 25