Fujitsu 2008 Annual Report Download - page 71

(4) Information storage and management system regarding business execution by directors
a. In accordance with company rules, senior management shall establish an appropriate system, including appointing documenta-
tion managers, to store and manage documents relating to the execution of their business duties (including electronic docu-
ments, as with the items listed below) and other important information.
• Minutes of shareholders’ meetings and related documents
• Minutes of Board of Directors meetings and related documents
• Minutes and related documents for other important decision-making meetings
• Approval documents from senior management
• Other important documents relating to the execution of business duties by senior management
b. In order for directors and auditors to verify the status of execution of business duties, there is a system enabling them to view the
documents described in the above item at any time. The system also provides that, in response to requests they make to those
in charge of managing documents, board members and statutory auditors can see the documents whenever they wish.
(5) System to ensure the appropriateness of Fujitsu Group business
a. Using the Fujitsu Way as a foundation, in order to continuously increase the value of the Fujitsu Group, Fujitsu will provide direction
and support to senior management of each Group company for setting up efficient, law-abiding and appropriate business
execution systems as detailed in sections (1) through (4) above.
b. To implement the above item a), functions, responsibilities, scopes of authority and proper decision-making methods have been
defined in the Fujitsu Group Management Regulations.
c. Senior management of Fujitsu and all Group companies periodically confirms issues related to Group management strategies
and achievement of management goals through management update conferences and other means. In addition, Fujitsu Group
statutory auditors deal with Fujitsu Group issues from the auditing viewpoint through Group auditor update conferences.
d. In regard to measures needed to resolve challenges related to achieving management goals that are identified as a result of the
activities described in item c), senior management of Fujitsu and Group companies implements such measures following full
discussion and, when necessary, completion of reporting to Fujitsu and approval processes specified separately in Fujitsu Group
Management Regulations.
e. Fujitsu’s internal audit organization is linked to the internal audit organization of each Group company. It carries out audits of the
entire Fujitsu Group and reports periodically to the Board of Directors and Board of Auditors of Fujitsu.
Important matters regarding the audits of Group companies are reported to the Board of Directors and Board of Auditors of Fujitsu.
(6) System to ensure the appropriateness of audits by statutory auditors
<Ensuring independence of auditors>
a. Fujitsu has set up a Statutory Auditors’ Office with employees assigned to assist the statutory auditors in carrying out their duties.
Appropriate employees with the ability and expertise required by the statutory auditors are assigned to the office.
b. In order to ensure the independence of the staff in the Statutory Auditors’ Office, matters relating to their appointment, transfer
and compensation are decided on the basis of prior consultation with the auditors.
c. In principle, senior management does not assign office staff to other divisions or duties. In instances, however, where a need
arises to give dual assignments to staff with specialized knowledge in response to requests from statutory auditors, care is given
to ensuring their independence in accordance with item b.
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ANNUAL REPORT 2008FUJITSU LIMITED
CORPORATE GOVERNANCE