Fujitsu 2011 Annual Report Download - page 86

(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. Appro-
priate 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 knowledge 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 provides 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 compliance viola-
tions 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 statutory 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 periodically 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.
*1 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.
To accelerate the penetration and implementation of the Fujitsu Way and ensure the appropriateness of business operations, Fujitsu is
promoting the implementation and evaluation of its internal control structure. This effort is led by the Fujitsu Way Promotion Council, which
reports directly to the Management Council. In addition to the Fujitsu Way Promotion Council, three other groups were established directly under
the Management Council and tasked with pursuing more robust and efficient business execution: the Risk Management Committee, the Compli-
ance Committee and the Environmental Committee. The functions of each are described below:
• Fujitsu Way Promotion Council
The Fujitsu Way Promotion Council promotes the inculcation and implementation of the Fujitsu Way. In addition, it has also been promoting
Project EAGLE, which is a company-wide activity for building an internal compliance system for effective and reliable financial reporting in com-
pliance with the Financial Instruments and Exchange Act, and by which the company has been able to promote the implementation and evalua-
tion of internal control. By establishing a promotion organization dedicated to this endeavor, the Council has been working to extend it across
the Group. Along with improving deficiencies, the goals of the project also include achieving greater efficiency through the pursuit of business
process reforms across the Group.
• Risk Management Committee
This committee sets out risk management rules and risk management guidelines for risks inherent in Fujitsu’s business activities. The committee
also places risk management promotion officers in Fujitsu and its Group companies. These officers coordinate with one another to address pre-
vention and mitigation of potential risk events, and response to emergent risks. In this way they construct risk management systems and pro-
cesses for the entire Fujitsu Group. The committee is also responsible for implementation and ongoing upgrading of these systems and
processes. The committee reports important matters to the Management Council and the Board of Directors, deliberates on appropriate
responses and ensures that all Group employees are aware of risk related issues. Moreover, the committee promotes business continuity man-
agement (BCM), so that when unforeseen events such as natural disasters occur, the Company can continue its key businesses, fulfill its respon-
sibilities to society, and provide customers with a stable supply of the high performance, high-quality products and services that they need.
• Compliance Committee
This committee promotes adherence to social norms and corporate rules as well as the creation of corporate systems and initiatives for fostering
a corporate culture of respect for norms. In conjunction with efforts to maximize compliance, a help-line system was set up as a confidential
liaison point to receive reports from employees and provide guidance to them on matters of conduct.
FUJITSU LIMITED ANNUAL REPORT 2011084
CORPORATE GOVERNANCE