Fujitsu 2009 Annual Report Download - page 70

[Basic Stance on Internal Control Framework]
The Company, through a resolution by the Board of Directors, has
adopted the following basic stance on the framework for internal con-
trol (resolved on May 25, 2006, and revised on April 28, 2008*2).
1. Objective
The Fujitsu Way, which embodies the philosophy, values, principles
and code of conduct for the Fujitsu Group, describes the vision of the
Fujitsu Group as follows: “Through our constant pursuit of innovation,
the Fujitsu Group aims to contribute to the creation of a networked
society that is rewarding and secure, bringing about a prosperous
future that fulfills the dreams of people throughout the world.”
We believe that by conducting our activities in accordance with the
Fujitsu Way, we maximize the value of the Fujitsu Group and enhance
our contribution to the communities in which we operate and to society
as a whole.
In addition, in order to continuously enhance the corporate value of
the Fujitsu Group, it is necessary to pursue management efficiency and
control risk arising from our business activities. Recognizing that it is essen-
tial to strengthen our corporate governance in order to accomplish this,
we will continuously strive to implement the policies described below.
2. Systems to ensure the appropriateness of Fujitsu and Fujitsu Group
business
(1) System to ensure efficient business execution by directors
a. At Fujitsu, there is a separation of the oversight and operational
execution functions of management. The Board of Directors over-
sees the execution functions of the Management Council and
other management bodies, and makes decisions on important
matters. Among executive organs, the Management Council dis-
cusses and decides upon basic management policies and strate-
gies and also decides upon important matters regarding
management execution. Matters taken up by the Management
Council, including discussion items, are reported to the Board of
Directors, and any important issues are decided upon by the
Board of Directors.
b. To strengthen the management oversight function, we proac-
tively 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 appropri-
ate decision-making procedures, such as the Board of Directors
Rules, Management Council Regulations, and Regulations on Cor-
porate Decision-Making.
e. In addition to making employees thoroughly aware of manage-
ment 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 employ-
ees 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 arti-
cles 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 possibil-
ity 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 manage-
ment establishes and operates an internal reporting system that
protects 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 busi-
ness 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 departments
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 manage-
ment committee and carries out necessary countermeasures. In
addition, 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.
Corporate Governance
068 ANNUAL REPORT 2009
FUJITSU LIMITED