Fujitsu 2012 Annual Report Download - page 87

important matters regarding management execution. Matters taken up by the Management Council, including discussion items, are
reported to the Board of Directors, and any important issues are decided upon by the Board of Directors.
b. To strengthen the management oversight function, we proactively employ outside directors and auditors.
c. The Board of Directors clarifies the scope of authority for board directors, corporate vice presidents, and managing directors (hereafter
collectively referred to as “senior management”) as well as other business execution organs, and ensures that business is conducted in
accordance with the division of business duties.
d. In performing their duties, senior management follows appropriate decision-making procedures, such as the Board of Directors Rules,
Management Council Regulations, and Regulations on Corporate Decision-Making.
e. In addition to making employees thoroughly aware of management policies, senior management sets and achieves concrete goals in
order to accomplish overall management goals.
f. To pursue operational efficiency, senior management promotes continuous improvement of internal control systems and reform of busi-
ness processes.
g. By having senior management and other business execution organs provide monthly financial reports and business operation reports, the
Board of Directors observes and oversees the status of achievement of management goals.
(2) System to ensure that business execution of directors and employees complies with laws and articles of incorporation
a. Senior management adheres to the Fujitsu Way as a basic vision for compliance issues, including compliance to laws and the articles of
incorporation, and proactively promotes the Group’s overall compliance on an ethical basis.
b. By continuously administering training, senior management instills adherence to the Fujitsu Way in employees and promotes the overall
Group’s compliance.
c. Senior management clarifies the legal and other regulations that relate to the Fujitsu Group’s business activities and implements internal
rules, training and oversight systems necessary to adhere to them, thereby promoting the compliance of the Group as a whole.
d. If senior management or employees become aware of the possibility of a major compliance violation in connection with the execution of
business activities, they immediately inform the Board of Directors and the Board of Auditors via normal reporting channels.
e. In order to use independent information sources outside of normal reporting channels to discover and deal appropriately with compliance
problems on a prompt basis, senior management establishes and operates an internal reporting system that protects whistle-blowers.
f. The Board of Directors receives periodic reports on the status of business execution from executive officers and verifies that there are no
compliance violations in relation to the execution of work.
(3) Regulations and other systems relating to loss mitigation
a. Senior management strives to maintain the Fujitsu Group’s business continuity, increase its corporate value and sustainably expand its
business activities. In order to deal with risks that pose a threat to achieving these goals, they assign certain departments to be respon-
sible for each type of risk and put in place appropriate risk management systems.
b. Senior management is constantly assessing and verifying risks that might cause losses to the Fujitsu Group, and they report significant
cases to the Board of Directors.
c. In regard to risks discovered through assessment described in b., as well as potential risks arising from the execution of business, senior
management carries out risk mitigation initiatives and strives to minimize losses from risks. In order to minimize losses from risks that
arise, senior management creates a risk management committee and carries out necessary countermeasures. In addition, it periodically
analyzes risks that arise and reports them to the Board of Directors. In these ways, the committee engages in activities intended to pre-
vent the recurrence of risks.
d. In order to collect risk information that cannot be gathered by the methods mentioned above, an internal reporting system has been set
up and is operated to ensure the protection of whistle-blowers.
(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 documentation man-
agers, 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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 docu-
ments 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.
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FUJITSU LIMITED ANNUAL REPORT 2012
Responsibility