Fujitsu 2007 Annual Report Download - page 43

w To ensure the independence of the employees assigned to the
Statutory Auditors’ Office, senior managers shall consult in
advance with the statutory auditors regarding personnel
issues for these employees, including appointments, transfers,
and compensation.
e As a general principle, senior managers shall not have employ-
ees assigned to the Statutory Auditors’ Office assume con-
current responsibilities with other units. If, however, the
statutory auditors request the assistance of employees with
specialized expertise, necessitating concurrent responsibili-
ties for those employees, the provisions in the preceding item
ensuring independence shall apply to those employees.
<Provisions for Reporting>
q Senior managers from Fujitsu Limited and each Group com-
pany shall provide opportunities for statutory auditors to
attend important meetings.
w Senior managers and employees from Fujitsu Limited and
each Group company shall immediately notify the statutory
auditors of any incidences of risk that impact management or
financial performance, or if they become aware of evidence of
major compliance violations relating to the conduct of busi-
ness activities.
e Senior managers and employees from Fujitsu Limited and
each Group company shall make periodic reports to the
statutory auditors on issues relating to the execution of
business operations.
<Provisions to Ensure Effectiveness>
q Senior managers from Fujitsu Limited and each Group
company shall regularly exchange information with the
statutory auditors.
w The Corporate Internal Audit Division shall regularly report
its findings to the statutory auditors.
e The statutory auditors shall, on an as-needed basis, receive
presentations or reports from the accounting auditors on their
accounting audit findings and shall, on a regular basis,
exchange information.
*1 In
The FUJITSU Way , the term ‘employees’ refers to employees of the Fujitsu Group.
The same usage is applied in these basic policies.
*2 The former Management Strategy Council and Management Council have been com-
bined into a single body, the Management Council.
(viii) Status of Audits by Statutory Auditors, Internal
Audits, and Accounting Audits
Fujitsu has adopted a statutory auditor system. Auditors attend
important management meetings, including those held by the
Board of Directors and the Management Council, to audit the
Board of Directors and operational execution bodies. In addi-
tion, the Corporate Internal Audit Division has been established
to serve as an internal audit group. This division audits the inter-
nal affairs of the Company and its affiliates, proposes improve-
ment in their business practices, and regularly reports its audit
findings to the Management Council. Accounting audits are car-
ried out by Ernst & Young ShinNihon, which reports to the
Board of Statutory Auditors on the auditing plan and auditing
results, and, when necessary, exchanges opinions and conducts
joint audits with the statutory auditors.
Accounting audit work is carried out by three certified public
accountants at Ernst & Young ShinNihon. They are Michiko
Tomonaga, Noriyuki Tsunoda, and Hideaki Karaki. Other Ernst
& Young ShinNihon employees that assist with the audits are
17 certified public accountants, 17 assistant certified public
accountants, and 6 accounting staff members.
(ix) 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: Haruo Ito, 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
Haruo Ito is President and Representative Director of Fuji
Electric Holdings Co., Ltd., the holding company of the Fuji
Electric Group. Fuji Electric Holdings holds 5.47% of Fujitsu
stock and holds another 5.94% through trust account assets for
employee retirement benefits. Additionally, as of June 29, 2007,
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 Holdings have a business relationship.
Annual Report 2007 41