Fujitsu 2011 Annual Report Download - page 81

includes a significant number of employees with specialist internal auditing knowledge, including Certified Internal Auditors (CIA), Certified
Information Systems Auditors (CISA), and Certified Fraud Examiners (CFE).
The accounting auditor, Ernst & Young ShinNihon LLC, reports to the Board of Auditors concerning the audit plan and results. The accounting
auditor also conducts exchange of opinions when needed and carries out coordinated audits of business operations. The four certified public
accountants associated with Ernst & Young ShinNihon LLC who performed the accounting audit were Yasunobu Furukawa, Yuichi Mochinaga,
Hideaki Karaki, and Takao Kamitani. In addition, they were assisted by a further 37 certified public accountants, 21 accounting assistants and
another 31 persons, all associated with Ernst & Young ShinNihon LLC.
The Fujitsu Way Promotion Council promotes internal control relating to the Fujitsu Way and financial reporting in the Fujitsu Group and
forms the core of operations to upgrade and evaluate internal control for the Group. During internal control audits by the accounting auditor and
statutory auditors, the Fujitsu Way Promotion Council holds regular meetings to provide and explain information as required. The council also
provides and explains information to assist the Corporate Internal Audit Unit in performing internal audits.
The company established an Executive Nomination Committee and Compensation Committee in order to ensure the transparency and objec-
tivity of the process for choosing candidates for the Board of Directors, determining their compensation and ensuring that the compensation
system and levels are appropriate. The Executive Nomination Committee takes into consideration the current business climate and anticipated
trends, and makes recommendations on candidates (draft) for the Board of Directors, choosing candidates having objectivity in making manage-
ment decisions, foresight and perceptiveness, and a superior character. The Compensation Committee is tasked with making recommendations
on executive salaries and methods for calculating bonuses linked to financial performance, taking into consideration compensation levels at
other companies with similar business activities, business scale, and other factors. The aim of this activity is to retain superior management
talent, and provide effective incentives for improving the company’s financial performance.
3. Reasons for Adopting the Current Corporate Governance Structure
The current structure clarifies the management responsibility of members of the board, who, after their election at the annual meeting of share-
holders, become involved in making decisions about important matters concerning the management of the company. Furthermore, the current
structure maintains the robustness and efficiency of governance by having the dual features of (1) the mutual monitoring by the members of the
board, and (2) the audits by the auditors. At the time of the introduction in Japan of the corporation-with-committees governance system,
Fujitsu was using the corporation-with-auditors system, and since the auditors were performing the auditing function effectively, we have contin-
ued to use the system.
The company maintains the robustness of its governance system by having an effective auditing function in which auditors who are inde-
pendent of the management perform objective audits, by actively appointing outside directors, and by having established the Executive Nomi-
nation Committee, Compensation Committee and an internal audit organization.
Finally, to further improve efficiency, we have established a Management Council, which has accelerated decision-making and manage-
ment execution.
III. Implementation of Policies Regarding Shareholders and Other Stakeholders
1. Initiatives to Enliven Annual Shareholders’ Meetings and Facilitate Voting
Supplemental Information
Distribute invitation notices to Annual Sharehold-
ers’ Meeting early
To give shareholders sufficient time to exercise voting rights, we make efforts to send invitation
notices three weeks prior to the Annual Shareholders’ Meeting.
Schedule Annual Shareholders’ Meeting to avoid
busiest days of overlap with other corporations’
annual meetings
To facilitate the attendance of as many shareholders as possible, since the Annual Sharehold-
ers’ Meeting held in June 2001 we have scheduled our Annual Shareholders’ Meeting to avoid
the busiest days of overlap with other corporations’ annual meetings.
Utilize electronic methods for exercise of voting
rights
To improve convenience and facilitate the exercise of voting rights for shareholders who are
unable to attend the Annual Shareholders’ Meeting, since the Annual Shareholders’ Meeting
held in June 2002 we have accepted the exercise of voting rights through electronic methods,
and since the Annual Shareholders’ Meeting held in June 2006 we have been using a platform
to allow institutional investors to electronically exercise voting rights.
Participation in Electronic Proxy Voting Platform
and Other Measures to Enhance the Proxy Voting
Environment for Institutional Investors
Fujitsu participates in the electronic proxy voting platform operated by Investor Communica-
tions Japan (ICJ) as part of its efforts to enhance the proxy voting environment for institu-
tional investors.
Availability of English-language Notice of Convo-
cation of Annual Shareholders’ Meeting (summary
of Japanese)
Fujitsu creates an English-language Notice of Convocation of the Annual Shareholders’ Meeting
(contents correspond to the Japanese invitation and business report) and sends the notice to
foreign investors in order to promote a wider understanding of the proposals presented at the
shareholders’ meeting. The notice is disclosed on the Company website the same day it is sent to
shareholders as part of our policy to disclose information in a prompt, accurate, and fair manner.
Other To clarify the results of voting at the Annual Shareholders’ Meetings, in addition to public
notification of the results of the Shareholders’ Meetings, beginning with the Annual Sharehold-
ers’ Meeting held in June 2010, Fujitsu began posting the numbers of votes for and against
each resolution on its website.
FUJITSU LIMITED ANNUAL REPORT 2011
RESPONSIBILITY
079
CORPORATE GOVERNANCE