Fujitsu 2009 Annual Report Download - page 64

I. Basic Stance on Corporate Governance and Other Basic Information
1. Basic Stance
The Fujitsu Group has articulated the “Fujitsu Way” in the form of our Corporate Vision, Corporate Values, Principles, and Code of Conduct. By sharing
and practicing the Fujitsu Way, we aim to continuously enhance the value of the enterprise through the continuous growth and development of
the Fujitsu Group.
In order to continuously raise the Fujitsu Group’s corporate value, along with pursuing management efficiency it is also necessary to control the
risks that arise from business activities. Recognizing that strengthening corporate governance is essential to achieving this, the Board of Directors has
articulated the Basic Stance on Internal Control Framework, and these measures are continuously implemented.
Furthermore, by separating management oversight and operational execution functions, we aim to accelerate the decision-making process and
clarify management responsibilities. Along with creating constructive tension between oversight and execution functions, we are further enhancing
the transparency and effectiveness of management by proactively appointing outside directors.
With respect to group companies, we are pursuing total optimization for the Fujitsu Group by clarifying each group company’s role and position in
the process of generating value for the group as a whole and managing the group to continuously enhance its corporate value.
2. Other Particular Factors that May Have an Important Impact on Corporate Governance
Among our consolidated subsidiaries and equity method affiliates, the following companies are publicly listed on Japanese stock exhanges as of June
30, 2009:
<Consolidated Subsidiaries>
Fujitsu Frontech Limited, Fujitsu Broad Solution & Consulting Inc., Fujitsu Business Systems Ltd., NIFTY Corporation, Shinko Electric Industries Co., Ltd.,
Fujitsu Component Limited, FDK Corporation
Fujitsu Business Systems Ltd. is scheduled to delist from the Tokyo Stock Exchange effective from July 28, 2009 and become a wholly owned sub-
sidiary of Fujitsu on August 1, 2009.
<Equity Method Affiliates>
Fujitsu General Limited
While we respect the autonomy of our publicly listed subsidiaries, we require them to receive our prior authorization when they use “Fujitsu” as
a trade name or trademark. In addition, while they are responsible for decisions regarding nominations and compensation for members of the
board, we are notified in advance regarding member of the board candidates and levels of compensation. Moreover, regarding the setting of
budget plans and revisions as well as financial performance, because their results impact our consolidated earnings, to the extent that it is reason-
able, we are kept informed.
II. Status of Management Control Organization for Management Decision-Making,
Operational Execution and Oversight, and Other Corporate Governance Structural Features
1. Matters Regarding Institutional Structure and Organizational Operation
Type of Organization: Corporation with Auditors
[Board of Directors]
Board Chair: Chairman (except when serving concurrently as President)
Number of Board Members: 10
Appointment of Outside Board Members: Yes
Number of Outside Board Members: 3
Corporate Governance
The following Fujitsu-prepared translation of the revised Fujitsu Limited Corporate Governance Report is provided for reference only. The original Japanese-language report
was filed with the Tokyo Stock Exchange on June 30, 2009 under TSE securities code 6702. The following is a summary of the original report.
062 ANNUAL REPORT 2009
FUJITSU LIMITED