Fujitsu 2013 Annual Report Download - page 90

(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 com-
panies in the group.
c. Senior management of Fujitsu and all Group companies periodically confirms issues related to Group management strategies and achievement
of management goals through management update conferences and other means. In addition, Fujitsu Group Audit & Supervisory Board
member deal with Fujitsu Group issues from the auditing viewpoint through Group Audit & Supervisory Board member 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 Audit & Supervisory Board members of Fujitsu.
Important matters regarding the audits of Group companies are reported to the Board of Directors and Audit & Supervisory Board of Fujitsu.
(6) System to ensure the appropriateness of audits by Audit & Supervisory Board members
<Ensuring independence of Audit & Supervisory Board member>
a. Fujitsu has set up an Audit & Supervisory Board Members’ Office with employees assigned to assist the Audit & Supervisory Board members
in carrying out their duties. Appropriate employees with the ability and expertise required by the Audit & Supervisory Board members are
assigned to the division.
b. In order to ensure the independence of the staff in the Audit & Supervisory Board Members’ Office, matters relating to their appointment,
transfer and compensation are decided on the basis of prior consultation with the Audit & Supervisory Board members.
c. In principle, senior management does not assign office 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 Audit & Supervisory Board members, care is given
to ensuring their independence in accordance with item b.
<Reporting system>
a. Senior management of Fujitsu and Group companies provides the Audit & Supervisory Board members 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 Audit & Supervisory Board members.
c. Senior management as well as employees of Fujitsu and Group companies periodically report to the Audit & Supervisory Board members
on the status of business execution.
<Ensuring effectiveness of audits by Audit & Supervisory Board members>
a. Senior management of Fujitsu and Group companies periodically exchange information with the Audit & Supervisory Board members.
b. The internal audit organization periodically reports the results of its audits to the Audit & Supervisory Board members.
c. The Audit & Supervisory Board members have the independent accounting auditor explain and report on accounting audits as required
and periodically exchange information with the accounting auditor.
[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 implementation and entrenchment of the Fujitsu Way and to ensure the appropriateness of business operations, Fujitsu is
promoting the development and evaluation of its internal control structure. This effort is led by the Fujitsu Way Promotion Council. In addition,
two other groups were established and tasked with pursuing more robust and efficient business execution: the Risk Management & 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.
088 FUJITSU LIMITED ANNUAL REPORT 2013