Fujitsu 2012 Annual Report Download - page 78

I. Basic Stance on Corporate Governance and Other Basic Information
1. Basic Stance
The Fujitsu Group’s corporate philosophy is articulated as the “Fujitsu Way,” comprised of our Corporate Vision, Corporate Values, Principles, and
Code of Conduct. By sharing and practicing the Fujitsu Way, we aim to continuously enhance the value of the enterprise through the continuous
growth and development of the Fujitsu Group.
In order to continuously raise the Fujitsu Group’s corporate value, along with pursuing management efficiency it is also necessary to control
the risks that arise from business activities. Recognizing that strengthening corporate governance is essential to achieving this, the Board of
Directors has articulated the Basic Stance on Internal Control Framework, and these measures are continuously implemented.
Furthermore, by separating management oversight and operational execution functions, we aim to accelerate the decision-making process
and clarify management responsibilities. Along with creating constructive tension between oversight and execution functions, we are further
enhancing the transparency and effectiveness of management by proactively appointing outside directors.
With respect to group companies, we are pursuing total optimization for the Fujitsu Group by clarifying each group company’s role and posi-
tion in the process of generating value for the group as a whole and managing the group to continuously enhance its corporate value.
2. Policy on Measures for Protecting Minority Shareholders When Carrying out Transactions with
Controlling-Interest Shareholders
————
3. Other Particular Factors that May Have an Important Impact on Corporate Governance
Among our consolidated subsidiaries and equity method affiliates, the following companies are publicly listed on Japanese stock exchanges:
<Consolidated Subsidiaries>
Fujitsu Frontech Limited, Fujitsu Broad Solution & Consulting Inc., NIFTY Corporation, Shinko Electric Industries Co., Ltd., FDK Corporation, Fujitsu
Component Limited.
<Equity Method Affiliates>
Fujitsu General Limited
While we respect the autonomy of our publicly listed subsidiaries, we require them to receive our prior authorization when they use “Fujitsu”
as a trade name or trademark. In addition, while they are responsible for decisions regarding nominations and compensation for members of
the board, we are notified in advance regarding member of the board candidates and levels of compensation. Regarding the setting of budget
plans and revisions as well as financial performance, because their results impact our consolidated earnings, to the extent that it is reasonable,
we are kept informed.
II. Status of Management Control Organization for Management Decision-Making, Operational Execu-
tion and Oversight, and Other Corporate Governance Structural Features
1. Matters Regarding Institutional Structure and Organizational Operation
Type of Organization Corporation with Auditors
[Board of Directors]
Number of Directors Under the Articles of Incorporation 15
Term of Directors Under the Articles of Incorporation 1 year
Board Chair Chairman (except when concurrently acting as President)
Number of Directors 12
Appointment of Outside Directors Yes
Number of Outside Directors 4
Number of Outside Directors Designated as Independent Directors 4
The following Fujitsu-prepared translation of the revised Fujitsu Limited Corporate Governance Report is provided for reference only. The original Japanese-language
report was filed with the Tokyo Stock Exchange on June 25, 2012 under TSE securities code 6702.
Corporate Governance
076 FUJITSU LIMITED ANNUAL REPORT 2012