Management SystemGovernance

HumanRights

Labor
Practice

Environment

Fair Trade

ConsumerIssues

Community

Corporate Governance System Chart

Social Requirements

The FDK Approach*As of October 1, 2022

Strengthening corporate governanceContinually enhancing corporate ethics

Ensuring compliance

Strengthening supervisory functions

Ongoing operation of internal control systems

Nomination/Dismissal

Nomination/Dismissal

Accounting
Auditors

Audit and Supervisory Committee
3 Audit and Supervisory Committee
members(including 2 independent outside directors)
Directives

Auditing/Supervision

Consultation

Board of Directors
4 directors, 3 Audit and Supervisory Committee members(including 3 independent outside directors)

Auditing

Audit and Supervisory
Committee Office

Auditing

Reporting

Reports/
Proposals

Nomination and Remuneration
Advisory Committee
2 directors, 1 Audit and Supervisory Committee member(including 2 independent outside directors)

Selection/Dismissal/Supervision

Link

Number of risk survey
responses

34,61471

Occupational accident
occurrence rate

Occupational accident severity
rate

Number of whistle-blowing
reports

Number of independent outsidedirectors(total number of directors: 7)

1.00

President & CEO

Department for Internal Auditing

0.01Number of occupational
accidents

Link(Auditing Department)

Reporting

Auditing

Directives/SupervisionCorporate Officers 6 corporate officers

54Management Meetings(Decisions about Business Operations)

Each Department and Group Company

In March 2022, FDK established a discretionary Nomination andRemuneration Advisory Committee, the majority of whose members are
independent outside directors, as an advisory body to the Board of Directors
for the purpose of enhancing the fairness, transparency, and objectivity ofprocedures related to director nominations and compensation, etc., andfurther improving our corporate governance system.
The discretionary Nomination and Remuneration Advisory Committee
deliberates and reports to the Board of Directors on matters including thefollowing, at the request of the Board of Directors, in order to enhance fairness

Strengthening Corporate Governance
Basic Concept
FDK Group reviews each measure and the management system as necessary

important management matters and deliberate the progress status ofbased on the general principles of the Corporate Governance Code stipulated

performance and investigate the measures.
The Audit and Supervisory Committee is composed of three directors,

maintenance and other necessary measures, because we believe

including two outside directors, with meetings held once a month and wheneverstrengthening corporate governance improves the soundness andelse a meeting is deemed appropriate to monitor and audit the appropriateness

transparency of our company and improves the value for FDK shareholders. Inand validity of management. Furthermore, each Audit and Supervisory Committee

addition, we are striving to improve fairness and transparency through wide-

member attends the Board of Directors meetings to share objective and fair

ranging information disclosure, including the prompt disclosure of businessinsight about overall management on each matter while also auditing theinformation and the provision of financial information via the Internet.

appropriateness and validity of business operations of the directors according tobusiness decision-making and supervisory roles from business execution

the auditing policies formulated by the Audit and Supervisory Committee.
As a measure to enhance corporate governance aimed at actively promoting• Matters related to the development and operation of succession plans• Other matters deemed necessary by the Board of Directors
Officer Training
In an effort to increase the expertise and knowledge of its directors andcorporate officers, FDK holds annual training for directors and corporateofficers, conducted by an external instructor, with the objective of teachingknowledge both within and outside the scope of their expertise.

and transparency in the nomination and remuneration of directors andBoard of Directors Performance Evaluation

directors who are Audit and Supervisory Committee members.

FDK conducts an annual Board of Directors performance evaluation in order to• Matters concerning the nomination and dismissal of directors and directors

identify issues regarding the Board of Directors and to enable the Board of

who are Audit and Supervisory Committee members• Matters concerning the selection and dismissal of the representative
director• Matters concerning the nomination of independent outside directors• Matters concerning the selection and dismissal of members of theNomination and Remuneration Advisory Committee

Directors members to share such issues in order to make improvements toenhance the Board’s effectiveness.
FDK conducts self-evaluations by questionnaire and holds discussions
based on the results of third-party analysis of questionnaires. In doing so, theBoard of Directors can discuss any issues while continually working tostrengthen its supervisory functions.

Continuously Operating an Internal Control System
Basic Conceptthat complies with relevant laws and the Articles of Incorporation while ensuring thecompliance throughout the Group, we have established the basic principle ofIn recognition of the fact that strengthening corporate governance is essential for

integrity of our operations and the reliability of our financial reporting. The pursuit ofThe FDK Board of Directors is composed of four directors (excluding

compliance with the law in the FDK Group Corporate Conduct Guidelines. We

fulfilling our social responsibilities as a company, the FDK Group will maintain amanagement efficiency and control of the various risks arising in business activities

directors who are Audit and Supervisory Committee members) and threealso abide by the FUJITSU Way, which is the common core philosophy of thesound and strong relationship with FDK stakeholders, from customers to suppliers,

are essential to continually improve the corporate value of the FDK Group. Therefore,

directors who are Audit and Supervisory Committee members.

Fujitsu Group.

shareholders, employees, and local communities. We will implement management

we promote ongoing efforts through the systems described on the next page.

roles, and to strengthen the checking role of the Board of Directors.

FDK GROUP SUSTAINABILITY REPORT 2023

FDK GROUP SUSTAINABILITY REPORT 2023

Environmental Conservation
Activities

by the Financial Instruments Exchange and executes organizational

Our company has introduced a corporate officer system in order to separate

29

Board of Directors meetings are held once every month to determine

Audit and Supervisory Committee members

Relationships with Employees

consists of one internal director and two outside directors. The committee

Initiatives Supporting the Management System• Matters concerning the remuneration of directors and directors who areRelationship with Society

Attendees of compliancetraining course for all employee
Total number of attendees(including staff at overseassites)

Relationships with Customersand Suppliers

Highlights of Management System

Nomination/Dismissal

Reporting

Link

Management System

Shareholders Meeting

Ensuring management transparency

30

Management System
Governance

Systems to Ensure the Appropriateness of Operations
1. Systems to ensure that directors and employees perform their duties in
2. Systems to store and manage information related to the performance ofduties by directors
3. Regulations and other systems to manage risks of loss

execute business6. Systems to ensure the appropriateness of auditing functions by Audit andSupervisory Committee members

Basic Concept
standard of conduct for each and every employee. The Code of Conduct thatGroup has established an “Internal Reporting Desk” and a “Supplier Compliancemakes up one element of these guidelines clearly states that we will respect

Desk.” The “Internal Reporting Desk”, “Supplier Compliance Desk”, and thehuman rights, act with fairness and freedom in our business dealings, comply“Internal Reporting Regulations” guarantee anonymity of anyone who reports

with all laws, regulations, and social norms, protect and respect intellectuala violation in addition to ensuring no harm is done as a result of reporting anproperty, handle information properly and maintain confidentiality, and not use

issue. Any issue discovered as a result of investigation into a report isour positions in the organization for personal gain. In this way, we will strive to

immediately addressed with reform measures.

earn trust from consumers and suppliers.

Risk Management Process

the occupational health and safety management system with the participation(1) Each department identifies potential risks inherent to business activities,and consultation of all employees, elimination of sources of danger, reductionof risks, and preparation for emergencies. In addition, FDK also places

There were four reports in FY2022, which were addressed appropriately.
Internal Reporting System(3) Executes measures in each department to prevent risks before they
manifest in accordance with decided policies.

Antimonopoly Act, and Personal Information Protection Law in various stratified

All Employees of the FDK Group

Occupational Health and Safety Promotion System

impact through an appropriate response in cooperation with each relevant

At the FDK Group, the Central Health and Safety Committee meets quarterly as

department and the staff office of Risk & Compliance Committee as well asa body to oversee the On-site Safety and Health Committee at each businessworking to identify the underlying causes in addition to formulating andsite and develop the content of group-wide activity plans.

executing plans to prevent recurrence.

On-site Safety and Health Committee meetings are held jointly by labor and

FDK checks the progress of execution during each of these steps and makes

management at each business site every month to execute activities according

improvements as necessary.

to health and safety action plans.
Some business sites have acquired the ISO 45001 certification foroccupational health and safety management. We take advantage of theseAssessment

Including transfers, contract and part-time employees,
temporary employees, etc.

Employees of FDK Group Suppliers

business site related to export management and subcontracting transactions.

[Supplier Compliance Desk]

MeasuresReporting/Consultation

Reporting/Consultation

with an introduction of examples about violations using the company intranet.

Complying with Laws and Regulations Related to Business
Operations
The business operations of the FDK Group must comply with a wide range oflaws and regulations. In addition to this broad compliance, understanding

External Point of Contact

Internal Point of Contact

Law Firm

Compliance related Dept.

Contact is made in such a way to ensure that the informant cannot be identified• Investigate and execute
reduction measures,such as avoidance andmeasures to prevent
risks before they happen• Investigate andimplement migration
and retention

level of occupational health and safety.

Respond to manifestedrisks• Rapid escalation• Early response, impact
minimization by multiple
departments• Formulate and executemeasures to prevent
recurrence

Monitoring, reviewing, and continually improving

comprehensive compliance from an ethical perspective.
FDK has also put in place dedicated organizations for each field ofcompliance, such as the “Central Health and Safety Committee,” “Group
Environmental Management Committee,” “Product Chemical Substances
Management Committee,” “Export Management Committee,” and “ProductSafety Promotion Committee,” in an effort to operate its businesses incompliance with all laws and regulations.

Whistle-blowing System

31

2.09
2.00

1.83
1.61

1.63

1.66

1.8

2.06

1.95

1.50
1.00
1.00
0.58

0.54

0.51

0.45

0.24

0.24

0.25

0.25

2015
FDK

2016

2017
All Industries

2018

0.50

0.54

0.52

0.54
0.53

0.52
0.00

0.00

0.00

2021
2019
2020
Electronic Equipment Industry

2022

Occurrence rate: Death or injury due to occupational accidents per a total of one million hours ofoperation.

Changes in Annual Severity Rate
0.12

Risk Management InitiativesOccupational Health and Safety Activities

0.100.10

The FDK Group aims to continually improve corporate value and make

FDK Group Health and Safety Policy

contributions to customers, local communities, and all other stakeholders

Basic Philosophy

0.08

through its global business activities. To achieve these goals, we properly

We respect and value the life and dignity of every individual as a basic philosophy.

0.06

To ensure a bright future and smiles on the faces of all those who work for the0.04

identify any potential risks resulting from our business activities and prioritize
important issues requiring a response. Therefore, the FDK Group has
established, practices, and continually improves a Group-wide riskmanagement system.

In order to provide a mechanism for appropriate handling of reports andOur Board of Directors drafted the Basic Policy for Establishing an Internal

consultations regarding compliance violations, thereby contributing to the earlyControl System to define rules and systems that pursue management

FDK GROUP SUSTAINABILITY REPORT 2023

2.50

FDK Group, we will continue to put safety first, to actively work to create a safeand healthy workplace, and to promote mental and physical health, aiming forzero occupational accidents and zero illnesses. Furthermore, in the course of ourbusiness activities, we will comply with relevant laws and regulations, FDK rules,
and stakeholder requirements to which we have agreed.

0.09

0.09

0.09

0.09

0.09

0.07
0.05

0.05
0.03
0.02

0.02

0.02

0.01

0.02
0.00

0.09

0.00

0.00

2015
FDK

2016

0.02
2017
All Industries

0.00
2018

Environmental Conservation
Activities

culture and customs and clearly responding to social trends are part ofChanges in the Annual Occurrence Rate

Relationships with Employees

Furthermore, FDK strives to raise awareness about laws and regulations byincludes information about amendments to relevant laws and regulations and• Identify risks• Analysis/evaluation[Internal Reporting Desk]e-learning) for all of our employees. FDK also conducts training annually at eachproviding employees with a broad range of information about compliance thatsociety. These actions have strengthened our mental health efforts.

management systems in an effort to realize a framework with an even higherUsersthe above, FDK continually conducts a variety of compliance training (includingcompany, operating business smoothly, and contributing to a sustainable

Committee. Any issues are resolved as quickly as possible to minimize theRisk Management Process Chartinternal regulations to the Foreign Exchange Act, the Product Liability Act,

manager training, to bring about understanding in every employee . In addition toof employees and their families, but also in terms of earning trust as a(4) If a risk materializes, each department will escalate to the Risk Compliance

The FDK Group explains laws and regulations closely related to its work, fromtraining programs, such as new and mid-level employee training as well as newimportance on employee mental health measures not just from the perspective

Relationship with Society

Compliance Education

create a safe and comfortable workplace through ongoing improvements toRelationships with Customers
and Suppliers

management that complies with laws and regulations in good faith, the FDK

Community

Based on the principle that occupational accidents must not happen, we willpolicies (avoidance, mitigation, migration, and retention of risks).

FDK Group established the “FDK Group Corporate Conduct Guidelines” as theConsumer
IssuesBasic Policy(2) Clarifies the priority of response for each risk and determine risk-control

detection and correction of misconduct, etc. and reinforcing fair business

Fair Trade

this basic policy with our shareholders.

and evaluates and verifies them.

Ensuring Compliance

Environment

efficiency and control risks resulting from business activities. We also share

5. Systems to ensure the appropriateness of operations of the corporate group
comprising the FDK Corporation and its subsidiary companies

LaborPracticeManagement System

accordance with laws, regulations, and Articles of Incorporation

4. Systems to ensure that directors of FDK and subsidiary companies efficiently

HumanRights

0.01
0.00

0.00

0.00

2019
2020
2021
Electronic Equipment Industry

0.01
2022

Severity rate: Number of days lost due to occupational accidents per a total of one thousand hours ofoperation.

FDK GROUP SUSTAINABILITY REPORT 2023

32