Fujitsu 2006 Annual Report Download - page 40

38 Fujitsu Limited
(iv) Personal, Capital and Business Relationships and
Other Interests between the Company and Outside
Directors and Outside Auditors
1. Interests between the Company and Outside Directors
and Outside Auditors
The Company’s outside directors and outside auditors, listed
below, have no special interests in the Company.
Outside directors: Kunihiko Sawa, Ikujiro Nonaka
Outside auditors: Yoshiharu Inaba, Tamiki Ishihara,
Megumi Yamamuro
2. Interests between the Company and Companies at which
Outside Directors and Outside Auditors are Employed as
Directors or Auditors
Director Kunihiko Sawa is an advisor to Fuji Electric Holdings
Co., Ltd., the holding company of the Fuji Electric Group. Fuji
Electric Holdings holds 4.74% of Fujitsu stock and holds another
6.68% through trust accounts for employee retirement benefits.
Additionally, as of June 28, 2006, an advisor to Fujitsu Limited
was serving as a director of Fuji Electric Holdings, in which
Fujitsu has a 9.96% stake. Fujitsu Limited and Fuji Electric Hold-
ings have a business relationship.
Auditor Yoshiharu Inaba is President and CEO of Fanuc, Ltd.,
in which Fujitsu holds a 7.78% stake. As of June 28, 2006, a repre-
sentative director of Fujitsu Limited was serving as an auditor of
Fanuc. Fujitsu Limited and Fanuc have a business relationship.
Auditor Tamiki Ishihara is Chairman and Representative
Director of Seiwa Sogo Tatemono Co., Ltd., which holds a 0.04%
stake in Fujitsu Limited. The Fujitsu Group and Seiwa Sogo
Tatemono have a business relationship.
Though not meeting the legal definition of an outside director
under Japan’s Company Law, Fujitsu Limited director Hiroshi
Oura serves as a director and senior executive advisor of Advantest
Corporation, in which Fujitsu holds a 10.09% stake through trust
accounts for employee retirement benefits. As of June 28, 2006, a
representative director and an auditor of Fujitsu Limited were
serving as a director and an auditor of Advantest, respectively.
Fujitsu Limited and Advantest have a business relationship.
(v) Status of Company’s Initiatives to Enhance
Corporate Governance
<Basic Stance>
Comprising our mission, values, and code of conduct, The
FUJITSU Way is the core set of principles guiding the corporate
and individual actions of the Fujitsu Group.
We pursue the sound and efficient execution of our business
activities by striving to accelerate the penetration and implemen-
tation of The FUJITSU Way and to promote structures and
procedures to ensure propriety throughout the Group in our
business dealings.
<Status of Implementation>
To accelerate the penetration and implementation of The FUJITSU
Way, in July 2004 we established The FUJITSU Way Promotion
Council, as a body reporting directly to the Management Council,
and a Compliance Committee. In addition, we realigned the Risk
Management Committee and Environmental Committee, which
had both previously operated independently, under The FUJITSU
Way Promotion Council.
To promote risk management, The FUJITSU Way Promo-
tion Council continuously monitors the implementation of risk
prevention measures by working to raise awareness of risks and
by gathering information on specific risks, including potential
ones. Moreover, in anticipation of the enactment of Japan’s ver-
sion of Sarbanes-Oxley legislation, in the second half of fiscal 2005
we launched a project to construct an internal control system that
will ensure the validity and credibility of our financial reports.
Along with establishing a promotion organization dedicated to
this endeavor, we have been working to extend it across the
Group, including domestic and overseas subsidiaries, by build-
ing up our promotion organization, accumulating know-how and
cultivating personnel. The goals of the project also include achiev-
ing greater efficiency through the pursuit of business process
reforms across the Group.
The functions of the committees aligned under The FUJITSU
Way Promotion Council are as follows:
•Compliance Committee: This committee is responsible for pro-
moting structures and systems to ensure strict compliance with
external as well as internal rules, regulations and norms of
behavior. To support these efforts, since September 2004 we
have put in place a “helpline” system to serve as a confidential
liaison for receiving reports from employees and providing guid-
ance to them on matters of conduct.
•Risk Management Committee: This committee takes measures
to obtain information regarding specific incidences of risk and
minimize the impact of risk incidences on customers and the
Fujitsu Group. Serious issues are reported to the Management
Council or Board of Directors for discussion and response.
Through these measures, risk issues and countermeasures are
disseminated throughout the Fujitsu Group, strengthening our
overall risk management posture.
•Environmental Committee: This committee is responsible for
promoting and strengthening the environmental protection
activities of the Fujitsu Group, which are based on The Fujitsu
Group Environmental Policy and The Fujitsu Group Environ-
mental Protection Program.
We are taking into consideration the opinions of our account-
ing auditors as we implement the project to construct an internal
control system that will ensure the validity and reliability of our
financial reports.