Fujitsu 2010 Annual Report Download - page 72

INTERVIEW
WITH AUDITORS
Interview With Auditors
Corporate governance is increasingly important for companies like Fujitsu which are pursuing
global business expansion to enhance corporate value. This interview with the company’s outside
auditors, Megumi Yamamuro and Hiroshi Mitani, provides insights into the inner workings of
corporate governance at Fujitsu.
What do you feel is expected of you in your role
as an outside auditor?
Yamamuro: Independence and objectivity are considered
important for outside auditors. In a large corporation like
Fujitsu, it’s difficult to understand all of the individual busi-
nesses, so it’s important for me to recognize the ways in
which I can contribute as a lawyer, and serve in areas where I
can be the most useful.
Mitani: Considering the business and scale of Fujitsu, the
impact it has on society is significant. As such, management
has to always bear in mind the social responsibilities of a
corporation in its administration of the company. It is impor-
tant that outside auditors view Fujitsu’s management not
merely as a corporation, but with awareness of the views of
society. I think that is what’s most expected of me. I believe
my role is to draw on my experience, and while remaining
attentive to the views of society, render judgments on a vari-
ety of events and issues, focusing mainly on the state of cor-
porate governance and compliance.
What are your thoughts on Fujitsu’s governance
structure from the perspective of an outside auditor?
Yamamuro: When I’m attending meetings of the Board of
Directors, I often consider the varied backgrounds of the
directors and auditors. For example, Ikujiro Nonaka* makes
pointed statements befitting a business professor. A variety of
perspectives are also offered by the other directors, including
those who have managed companies, worked in financial
institutions, or been a prefectural governor. I think the struc-
ture functions well overall.
* Retired as of June 21, 2010
Mitani: There are two main characteristics of Fujitsu’s Board of
Directors. The first is that the posts of CEO and Chairman of
the Board are separate. The second is that four of the 10 direc-
tors are outside directors with high degrees of independence
(N.B. three outside directors as defined by Company Law). The
board of directors should combine the functions of both
management oversight and coordination for business execu-
tion divisions, and I think that in the case of Fujitsu, manage-
ment oversight is extremely solid. The outside directors are
proactive about expressing their views from the perspective
of management oversight during Board meetings. There is
also lively discussion on issues of coordination with business
Q.1 Q.2
Megumi Yamamuro
Professor, University of Tokyo Graduate Schools for Law and Politics
Hiroshi Mitani
Special Counsel, TMI Associates
070 FUJITSU LIMITED Annual Report 2010