Fujitsu 2014 Annual Report Download - page 88

Established under Japanese law, Fujitsu adheres to the provisions of Japan’s Companies Act with respect to corporate governance.
The Companies Act can be viewed on the Japanese government’s website.
As of June 24, 2014, Fujitsu was listed on two securities exchanges in Japan, and complies with the regulations relating to
corporate governance of each exchange. Moreover, Fujitsu also observes the Principles of Corporate Governance for Listed Com-
panies of the Tokyo Stock Exchange. These regulations and principles can be viewed on the website of each securities exchange.
I. BASIC STANCE ON CORPORATE GOVERNANCE AND OTHER BASIC INFORMATION
1. Basic Stance
The main emphasis of Fujitsu’s corporate governance is on having the non-executive directors provide oversight and advice to executive directors
in their management execution role, within the Board of Directors, while adopting the Audit & Supervisory Board system.
Specifically, while assuming mutual supervision between directors and oversight of directors by the Board of Directors, Fujitsu makes a clear
distinction between the management execution role and the management oversight role on the Board of Directors and, moreover, makes sure
that there are at least as many non-executive directors responsible for management oversight as there are executive directors responsible for
management execution.
In addition, in selecting candidates for non-executive directors, consideration is given to the candidate’s backgrounds and insight into Fujit-
su’s business so that effective advice that reflects a diversity of viewpoints can be obtained.
Furthermore, Audit & Supervisory Board members provide audits and oversight from the outside of the Board of Directors, and Fujitsu has
established the Executive Nomination Committee and Compensation Committee of its own accord, thereby augmenting the Board of Directors.
The overall approach is designed to raise shareholder value through effective corporate governance.
2. Policy on Measures for Protecting Minority Shareholders When Carrying Out Transactions with
Controlling Shareholders
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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, and
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, OPERA-
TIONAL EXECUTION AND OVERSIGHT, AND OTHER CORPORATE GOVERNANCE STRUCTURAL FEATURES
1. Matters Regarding Organizational Structure and Operation
Type of Organization Company with Audit & Supervisory Board Members
[Board of Directors]
Number of Directors Under the Articles of Incorporation Up to 15
Term of Directors Under the Articles of Incorporation 1 year
Board Chair Other director
Number of Directors 11
Appointment of External Directors Yes
Number of External Directors 4
Number of External Directors Designated as Independent Directors 4
CORPORATE GOVERNANCE
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 24, 2014 under TSE securities code 6702.
086 FUJITSU LIMITED ANNUAL REPORT 2014