Fujitsu 2014 Annual Report Download - page 93

extensive knowledge of finance and accounting issues due to his abundant auditing experience at global corporations as a certified public accountant.
EXECUTIVE NOMINATION COMMITTEE AND COMPENSATION COMMITTEE
The Company established an Executive Nomination Committee and Executive Compensation Committee as advisory bodies to the Board of
Directors in order to ensure the transparency and objectivity of the process for choosing candidates for executives, determining their compensa-
tion and ensuring that the compensation system and levels are appropriate.
The Executive Nomination Committee takes into consideration the current business climate and anticipated trends, and makes recommenda-
tions on candidates for executives, choosing candidates having objectivity in making management decisions, foresight and perceptiveness, and
superior character.
The Compensation Committee is tasked with making recommendations on executive salaries and methods for calculating bonuses linked to
financial performance, taking into consideration compensation levels at other companies with similar business activities, business scale, and
other factors. The aim of this activity is to retain superior management talent, and provide effective incentives for improving the Company’s
financial performance.
(2) Status of Business Execution Organs
The Company appoints Corporate Executive Officers and Executive Vice Presidents who are assigned the business execution authority of the
President and Representative Director.
Furthermore, the Company has established a Management Council comprising the representative directors and the corporate executive
officers to assist the President and Representative Director in making decisions.
(3) Status of Accounting Audits and Internal Audits
ACCOUNTING AUDITS
The accounting auditor, Ernst & Young ShinNihon LLC, reports to the Audit & Supervisory Board concerning the audit plan and results. The
accounting auditor also conducts exchange of opinions when needed and carries out coordinated audits of business operations. The four certified
public accountants associated with Ernst & Young ShinNihon LLC who performed the accounting audit were Yasunobu Furukawa, Yuichi Mochi-
naga, Tsuyoshi Saita, and Akiyuki Matsumoto. In addition, they were assisted by a further 31 certified public accountants, 34 accounting assis-
tants, and another 58 persons, all associated with Ernst & Young ShinNihon LLC.
INTERNAL AUDITS
The Corporate Internal Audit Division (with 79 members) serves as an internal audit group. This unit audits the internal affairs of the entire
Fujitsu Group in cooperation with the internal audit groups of each Group company. The Corporate Internal Audit Division reports once a month
as a rule to the standing members of the Audit & Supervisory Board on the audit plans and results of internal audits, including matters relating
to group companies, and makes regular reports (once every quarter as a rule) to the Audit & Supervisory Board and the accounting auditors.
The Corporate Internal Audit Unit includes a significant number of employees with specialist internal auditing knowledge, including Certified
Internal Auditors (CIA), Certified Information Systems Auditors (CISA), and Certified Fraud Examiners (CFE).
3. Reasons for Selecting the Current Corporate Governance Structure
The current structure clarifies the management responsibility of the members of the board, who, after their election at the annual meeting of
shareholders, become involved in making decisions about important matters concerning the management of the Company. Furthermore, the
current structure maintains the robustness and efficiency of governance by having the dual features of (1) the mutual monitoring by the mem-
bers of the Board of Directors and (2) the audits by the Audit & Supervisory Board members. At the time of the introduction in Japan of the
corporation-with-committees governance system, Fujitsu was using the company with an Audit & Supervisory Board members system, and since
the Audit & Supervisory Board members were performing the auditing function effectively, we have continued to use the system.
The Company maintains the robustness of its governance system by having an effective auditing function in which Audit & Supervisory Board
members who are independent of the management perform objective audits, by actively appointing external directors, and by having established
the Executive Nomination Committee, Compensation Committee and an internal audit organization. Finally, to further improve efficiency, we
have established a Management Council, which has accelerated decision making and management execution.
III. IMPLEMENTATION OF POLICIES REGARDING SHAREHOLDERS AND OTHER STAKEHOLDERS
1. Initiatives to Enliven Annual Shareholders’ Meetings and Facilitate Voting
Supplemental Information
Distribute invitation notices to Annual
Shareholders’ Meeting early
To give shareholders sufficient time to exercise voting rights, we make efforts to send invitation
notices three weeks prior to the Annual Shareholders’ Meeting.
Furthermore, the Notice of Convocation is disclosed on the Company website and other media before it
is sent to shareholders with a view to providing information to shareholders as quickly as possible.
Schedule Annual Shareholders’ Meeting to Avoid
Busiest Days of Overlap with Other Corporations’
Annual Meetings
To facilitate the attendance of as many shareholders as possible, since the Annual Shareholders’
Meeting held in June 2001, we have scheduled our Annual Shareholders’ Meeting to avoid the
busiest days of overlap with other corporations’ annual meetings.
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FUJITSU LIMITED ANNUAL REPORT 2014
MANAGEMENT FACTS & FIGURESRESPONSIBILITYPERFORMANCE
CORPORATE GOVERNANCE