Fujitsu 2007 Annual Report Download - page 41

2. Framework to Ensure the Propriety of Fujitsu Limited
and Fujitsu Group Business Activities
(1) System to Ensure Efficient Execution of Duties by the
Board of Directors
q Management oversight functions and operational execution
functions are separated at Fujitsu. The Board of Directors
supervises the Management Council*2 and other executive
organs charged with operational execution functions and
makes decisions on important matters. Among these execu-
tive organs, the Management Council discusses and decides
fundamental matters of business direction and strategy, and
makes decisions about important matters relating to opera-
tional execution. Issues discussed by the Management Coun-
cil and a summary of its discussions are reported to the
Board of Directors, which makes decisions on matters of
particular importance.
w In order to strengthen management oversight functions, we
actively appoint outside directors and auditors.
e The Board of Directors clarifies matters relating to the
duties of directors with assigned business responsibilities,
corporate executive officers, and other executive-level man-
agers (all referred to hereafter as “senior managers”), as well
as the authority of other executive bodies, and sees to it that
duties are executed in accordance with the responsibilities
of each position.
r Senior managers shall make decisions regarding execution of
their duties based on appropriate decision-making procedures
in accordance with “Board of Directors Regulations,” “Man-
agement Council Regulations,” “Ringi Regulations,” and other
relevant regulations.
t Senior 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.
y In 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.
u The 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
q Senior 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.
w Senior managers shall, by carrying out ongoing educational
programs and other measures, strive to ensure that employ-
ees rigorously adhere to the basic principles of The FUJITSU
Way, and thereby promote compliance by the Fujitsu Group
as a whole.
e Senior 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.
r In 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.
t In 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.
y The 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
q Senior 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.
Annual Report 2007 39