Fujitsu 2006 Annual Report Download - page 38

36 Fujitsu Limited
“Management Strategy Council Regulations,” “Manage-
ment Council Regulations,” “Ringi Regulations,” and other
relevant regulations.
tSenior managers are expected to thoroughly familiarize
employees with management direction and other strategy
directives, and, in order to achieve business goals, to set and
achieve concrete objectives.
yIn order to pursue greater operational efficiency, senior man-
agers are expected to continuously promote the development
and full implementation of internal control systems as well
as the improvement of business processes.
uThe Board of Directors monitors and directs progress in the
achievement of business objectives by arranging for monthly
reports on financial results and business operations from
senior managers and other executive organizations with busi-
ness execution duties.
(2) System to Ensure that Execution of Duties by Directors
and Employees Complies with Laws, Regulations and the
Articles of Incorporation
qSenior managers are expected not only to uphold The
FUJITSU Way, which includes the basic principles of com-
pliance with laws, regulations and the Articles of Incorpora-
tion, but to also actively promote compliance by the Fujitsu
Group as a whole in accordance with their ethical obligations
as senior managers.
wSenior managers shall, by carrying out ongoing educational
programs and other measures, strive to ensure that
employees rigorously adhere to the basic principles of The
FUJITSU Way, and thereby promote compliance by the
Fujitsu Group as a whole.
eSenior managers shall clarify legal regulations and other rules
regarding the business activities of the Fujitsu Group, as well
as institute and enforce the necessary rules, training, and
monitoring systems to promote compliance by the Fujitsu
Group as a whole.
rIn the event that senior managers or employees become aware
of the possibility of a serious operations-related compliance
violation, they are to immediately inform the Board of Direc-
tors and/or the Board of Statutory Auditors through regular
operational reporting lines.
tIn order to enable the early discovery of potential compliance
problems and their proper handling through information
channels separate from regular operational reporting lines,
senior managers shall establish and maintain an internal
notification system that includes a structure and procedures
for protecting those who raise compliance issues.
yThe Board of Directors shall receive on a periodic basis reports
on the state of operations from those charged with executing
them as well as confirm that there are no compliance viola-
tions in connection with execution of business duties.
(3) Regulations and Other Structures for Managing the Risk
of Losses
qSenior managers strive to realize the continuity of Group
businesses, growth in corporate value and the sustainable
development of corporate activities. In order to deal with risks
that might constitute obstacles to achieving these goals, they
shall establish jurisdictions for various types of risks and put
in place administrative systems to deal with them in an
appropriate manner.
wSenior managers shall regularly assess and verify risks that
might result in losses to the Group and report significant
issues to the Board of Directors.
eIn regard to the kind of risks identified in the preceding item,
as well as other risks that might be envisioned to arise in the
course of carrying out business activities, senior managers shall
establish preventative and other measures to control risks and
carry out activities to minimize possible losses. In addition, in
order to minimize losses resulting from the elicitation of inci-
dences of risk, along with establishing a Risk Management
Committee and implementing other necessary measures, inci-
dences of risk shall be analyzed on a periodic basis and reported
to the Board of Directors, and other activities shall be carried
out to prevent similar risks from arising.
rIn order to gather the kind of risk information that cannot
be captured through the measures referred to above, senior
managers shall put in place and maintain an internal notifica-
tion system that includes protection for those who come for-
ward with information.
(4) Systems for Retaining and Managing Information
Relating to Execution of Directors’ Duties
qBased on company policies, senior managers shall delegate
persons with the responsibility for retaining and managing
the following documents (including in digital form) and
other important information relating to the execution of
directors’ duties:
•Minutes of Annual Shareholders’ meetings and related
materials
•Minutes of Board of Directors’ meetings and related
materials
•Minutes of other meetings involving important decision-
making bodies along with related materials
•Documents and related materials authorized by senior
managers
•Other important documents relating to management
execution by senior managers
wIn order for directors or statutory auditors to verify the sta-
tus of issues relating to operational execution of duties, they
shall have access as needed to the documents listed in the
previous item, and the persons responsible for retaining and
managing these documents shall put systems in place to
ensure that directors and statutory auditors can have access
to them when they are requested.