Strengthening Soundness, Transparency and Compliance

「Directors and managerial employees recognize that implementing the Code of Ethics is an important part of their roles, lead by example and work to ensure that relevant parties are fully informed. When a violation of the Code of Ethics occurs, the entire Company works to resolve the issue, investigate its causes and prevent recurrence.」

「We will ensure thorough awareness of ethical and legal compliance.」

「Based on the view that laws and regulations represent the minimum standards a company must observe, we have established a Code of Ethics. We aim to remain a company trusted as Fujimi by having all directors, employees and others act fairly in accordance with its principles.」

「In addition, we believe that this policy does not undermine the common interests of the Company's shareholders and is not intended to preserve the positions of the Company's officers, because (a) it places importance on shareholder intentions, as it continues with the approval of a general meeting of shareholders and, where necessary, may be put to a meeting to confirm shareholder intentions; (b) it fully satisfies the three principles set out in the "Guidelines Regarding Takeover Defense Measures for the Protection and Enhancement of Corporate Value and the Common Interests of Shareholders" published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, and also reflects discussions on "The Ideal Form of Takeover Defense Measures in Light of Recent Changes in the Environment" published by the Corporate Value Study Group on 30 June 2008; (c) reasonable and objective requirements for triggering defensive measures have been established; (d) an Independent Committee has been established as an organization independent of the Company's Board of Directors, and the Board is required to give the Independent Committee's recommendations the greatest possible respect in making decisions; (e) the policy may be abolished at any time by a Board of Directors composed of directors elected at a general meeting of the Company's shareholders, even before the policy's effective period expires; and (f) the term of office of the Company's directors ends at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within one year after their election, among other reasons.」

「In addition, we believe that this policy does not undermine the common interests of the Company's shareholders and is not intended to preserve the positions of the Company's officers, because (a) it places importance on shareholder intentions, as it continues with the approval of a general meeting of shareholders and, where necessary, may be put to a meeting to confirm shareholder intentions; (b) it fully satisfies the three principles set out in the "Guidelines Regarding Takeover Defense Measures for the Protection and Enhancement of Corporate Value and the Common Interests of Shareholders" published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, and also reflects discussions on "The Ideal Form of Takeover Defense Measures in Light of Recent Changes in the Environment" published by the Corporate Value Study Group on 30 June 2008; (c) reasonable and objective requirements for triggering defensive measures have been established; (d) an Independent Committee has been established as an organization independent of the Company's Board of Directors, and the Board is required to give the Independent Committee's recommendations the greatest possible respect in making decisions; (e) the policy may be abolished at any time by a Board of Directors composed of directors elected at a general meeting of the Company's shareholders, even before the policy's effective period expires; and (f) the term of office of the Company's directors ends at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within one year after their election, among other reasons.」

「In addition, we believe that this policy does not undermine the common interests of the Company's shareholders and is not intended to preserve the positions of the Company's officers, because (a) it places importance on shareholder intentions, as it continues with the approval of a general meeting of shareholders and, where necessary, may be put to a meeting to confirm shareholder intentions; (b) it fully satisfies the three principles set out in the "Guidelines Regarding Takeover Defense Measures for the Protection and Enhancement of Corporate Value and the Common Interests of Shareholders" published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, and also reflects discussions on "The Ideal Form of Takeover Defense Measures in Light of Recent Changes in the Environment" published by the Corporate Value Study Group on 30 June 2008; (c) reasonable and objective requirements for triggering defensive measures have been established; (d) an Independent Committee has been established as an organization independent of the Company's Board of Directors, and the Board is required to give the Independent Committee's recommendations the greatest possible respect in making decisions; (e) the policy may be abolished at any time by a Board of Directors composed of directors elected at a general meeting of the Company's shareholders, even before the policy's effective period expires; and (f) the term of office of the Company's directors ends at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within one year after their election, among other reasons.」

「We believe that this policy does not undermine the common interests of the Company's shareholders and is not intended to preserve the positions of the Company's officers, because (a) it places importance on shareholder intentions, as it continues with the approval of a general meeting of shareholders and, where necessary, may be put to a meeting to confirm shareholder intentions; (b) it fully satisfies the three principles set out in the "Guidelines Regarding Takeover Defense Measures for the Protection and Enhancement of Corporate Value and the Common Interests of Shareholders" published by the Ministry of Economy, Trade and Industry and the Ministry of Justice on 27 May 2005, and also reflects discussions on "The Ideal Form of Takeover Defense Measures in Light of Recent Changes in the Environment" published by the Corporate Value Study Group on 30 June 2008; (c) reasonable and objective requirements for triggering defensive measures have been established; (d) an Independent Committee has been established as an organization independent of the Company's Board of Directors, and the Board is required to give the Independent Committee's recommendations the greatest possible respect in making decisions; (e) the policy may be abolished at any time by a Board of Directors composed of directors elected at a general meeting of the Company's shareholders, even before the policy's effective period expires; and (f) the term of office of the Company's directors ends at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within one year after their election, among other reasons.」

「We believe that these measures, described in section 3 above, constitute a framework consistent with the basic policy for securing and enhancing the company's corporate value and, consequently, the common interests of shareholders. When a large-scale purchase is proposed, the framework enables the board of directors to propose an alternative to shareholders, secure the information and time they need to determine whether to accept the proposal, and negotiate in the common interests of shareholders, among other things.」

「We recognize that enhancing the soundness and transparency of management is necessary for this purpose, and that thorough compliance with laws and regulations and stronger management oversight functions are important.」

「We believe that these measures, described in section 3 above, constitute a framework consistent with the basic policy for securing and enhancing the company's corporate value and, consequently, the common interests of shareholders. When a large-scale purchase is proposed, the framework enables the board of directors to propose an alternative to shareholders, secure the information and time they need to determine whether to accept the proposal, and negotiate in the common interests of shareholders, among other things.」

「We believe that these measures, described in section 3 above, constitute a framework consistent with the basic policy for securing and enhancing the company's corporate value and, consequently, the common interests of shareholders. When a large-scale purchase is proposed, the framework enables the board of directors to propose an alternative to shareholders, secure the information and time they need to determine whether to accept the proposal, and negotiate in the common interests of shareholders, among other things.」

「We recognize that enhancing the soundness and transparency of management is necessary for this purpose, and that thorough compliance with laws and regulations and stronger management oversight functions are important.」

「We believe that these measures, described in section 3 above, constitute a framework consistent with the basic policy for securing and enhancing the company's corporate value and, consequently, the common interests of shareholders. When a large-scale purchase is proposed, the framework enables the board of directors to propose an alternative to shareholders, secure the information and time they need to determine whether to accept the proposal, and negotiate in the common interests of shareholders, among other things.」

「We believe that these measures, described in section 3 above, constitute a framework consistent with the basic policy for securing and enhancing the company's corporate value and, consequently, the common interests of shareholders. When a large-scale purchase is proposed, the framework enables the board of directors to propose an alternative to shareholders, secure the information and time they need to determine whether to accept the proposal, and negotiate in the common interests of shareholders, among other things.」

「We believe that this policy, described in Section 3 above, is a framework consistent with the basic policy for securing and enhancing the Company's corporate value and, consequently, the common interests of shareholders. It enables the Board of Directors, when a large-scale purchase is made, to propose alternatives to shareholders, secure the information and time necessary for shareholders to decide whether to accept such a purchase, and negotiate for the common interests of shareholders.」

「We recognize that enhancing the soundness and transparency of management is necessary for this purpose, and that thorough compliance with laws and regulations and stronger management oversight functions are important.」