Fujitsu 2010 Annual Report Download - page 75

I. Basic Stance on Corporate Governance and Other Basic Information
1. Basic Stance
The Fujitsu Group’s corporate philosophy is articulated as the “Fujitsu Way,” comprised 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 exchanges:
<Consolidated Subsidiaries>
Fujitsu Frontech Limited, Fujitsu Broad Solution & Consulting Inc., NIFTY Corporation, Shinko Electric Industries Co., Ltd., Fujitsu Component Limited,
FDK Corporation
<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 concurrently acting as President)
Number of Directors 10
Appointment of Outside Directors Yes
Number of Outside Directors 3
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 21, 2010 under TSE securities code 6702.
Corporate Governance
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FUJITSU LIMITED Annual Report 2010
Interview With Auditors/Corporate Governance