Fujitsu 2010 Annual Report Download - page 83

(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 documents,
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 busi-
ness duties by senior management
b. In order for directors and auditors to verify the status of execu-
tion 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 direc-
tion 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. In order to implement the above item a., the company has
established common rules for the management of the group,
such as the “Fujitsu Group Management Policy” that set out the
roles, responsibilities, authority, and decision-making processes
for each of the companies in the group.
c. Senior management of Fujitsu and all Group companies periodi-
cally 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 audit-
ing 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.
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 an Auditing Support Division 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 division.
b. In order to ensure the independence of the staff in the Auditing
Support Division, 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 division staff to
other divisions or duties. In instances, however, where a need
arises to give dual assignments to staff with specialized knowl-
edge in response to requests from statutory auditors, care is
given to ensuring their independence in accordance with item b.
<Reporting system>
a. Senior management of Fujitsu and Group companies pro-
vides the statutory auditors with the opportunity to attend
important meetings.
b. In cases where risks arise that could affect management or
financial results, or where there is an awareness of major compli-
ance violations in connection with the execution of business
activities, senior management as well as employees of Fujitsu
and Group companies immediately report on them to the statu-
tory auditors.
c. Senior management as well as employees of Fujitsu and Group
companies periodically report to the statutory auditors on the
status of business execution.
<Ensuring effectiveness of statutory auditors>
a. Senior management of Fujitsu and Group companies periodi-
cally exchange information with the statutory auditors.
b. The internal audit organization periodically reports to the
statutory auditors on audit results.
c. The auditors have the independent accounting auditor
explain and report on accounting audits as required and
periodically exchange information with the independent
accounting auditors.
*2 Embodying the mission, values, and code of conduct of the Fujitsu Group, the
Fujitsu Way has provided the guiding principles for the conduct of the Group
and its employees. In order, however, to provide a more enduring and universal
as well as simple message that could be put into practice and instilled
throughout the Fujitsu Group, on April 1, 2008, Fujitsu published a fully revised
version of the Fujitsu Way consisting of a Corporate Vision, Corporate Values,
Principles, and Code of Conduct.
[Status of Internal Control System]
Fujitsu has established a department with executive responsibility for
internal controls. The company is continuing its steps to implement an
even more robust operational execution structure by reviewing and
revising its regulations and business operations.
In addition, Fujitsu has established the Fujitsu Way, consisting of a
Corporate Vision, Corporate Values, Principles, and Code of Conduct,
which guides the Group and its employees in their daily activities.
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FUJITSU LIMITED Annual Report 2010
Corporate Governance