Fujitsu 2008 Annual Report Download - page 70

b. To strengthen the management oversight function, we proactively employ outside directors and auditors.
c. The Board of Directors clarifies the scope of authority for board directors, corporate vice presidents and managing directors
(hereafter collectively referred to as “senior management”) as well as other business execution organs, and ensures that business
is conducted in accordance with the division of business duties.
d. In performing their duties, senior management follows appropriate decision-making procedures, such as the Board of Directors
Rules, Management Council Regulations, and Regulations on Corporate Decision-Making.
e. In addition to making employees thoroughly aware of management policies, senior management sets and achieves concrete
goals in order to accomplish overall management goals.
f. To pursue operational efficiency, senior management promotes continuous improvement of internal control systems and reform
of business processes.
g. By having senior management and other business execution organs provide monthly financial reports and business operation
reports, the Board of Directors observes and oversees the status of achievement of management goals.
(2) System to ensure that business execution of directors and employees complies with laws and articles of incorporation
a. Senior management adheres to the Fujitsu Way as a basic vision for compliance issues, including compliance to laws and the
articles of incorporation, and proactively promotes the Group’s overall compliance on an ethical basis.
b. By continuously administering training, senior management instills adherence to the Fujitsu Way in employees and promotes
the overall Group’s compliance.
c. Senior management clarifies the legal and other regulations that relate to the Fujitsu Group’s business activities and implements inter-
nal rules, training and oversight systems necessary to adhere to them, thereby promoting the compliance of the Group as a whole.
d. If senior management or employees become aware of the possibility of a major compliance violation in connection with the execu-
tion of business activities, they immediately inform the Board of Directors and the Board of Auditors via normal reporting channels.
e. In order to use independent information sources outside of normal reporting channels to discover and deal appropriately with
compliance problems on a prompt basis, senior management establishes and operates an internal reporting system that pro-
tects whistle-blowers.
f. The Board of Directors receives periodic reports on the status of business execution from executive officers and verifies that there
are no compliance violations in relation to the execution of work.
(3) Regulations and other systems relating to loss mitigation
a. Senior management strives to maintain the Fujitsu Group’s business continuity, increase its corporate value and sustainably
expand its business activities. In order to deal with risks that pose a threat to achieving these goals, they assign certain depart-
ments to be responsible for each type of risk and put in place appropriate risk management systems.
b. Senior management is constantly assessing and verifying risks that might cause losses to the Fujitsu Group, and they report sig-
nificant cases to the Board of Directors.
c. In regard to risks discovered through assessment described in b., as well as potential risks arising from the execution of business,
senior management carries out risk mitigation initiatives and strives to minimize losses from risks. In order to minimize losses from
risks that arise, senior management creates a risk management committee and carries out necessary countermeasures. In addi-
tion, it periodically analyzes risks that arise and reports them to the Board of Directors. In these ways, the committee engages in
activities intended to prevent the recurrence of risks.
d. In order to collect risk information that cannot be gathered by the methods mentioned above, an internal reporting system has
been set up and is operated to ensure the protection of whistle-blowers.
068
ANNUAL REPORT 2008FUJITSU LIMITED
CORPORATE GOVERNANCE