Fujitsu 2012 Annual Report Download - page 88

(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 direction 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 compa-
nies in the group.
c. Senior management of Fujitsu and all Group companies periodically confirms issues related to Group management strategies and achieve-
ment of management goals through management update conferences and other means. In addition, Fujitsu Group statutory auditors deal
with Fujitsu Group issues from the auditing 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. 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 busi-
ness 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.
[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 pro-
moting 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 Compliance
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.
086 FUJITSU LIMITED ANNUAL REPORT 2012