Fujitsu 2014 Annual Report Download - page 96

Shareholders/Annual Shareholders’ Meeting
President and Representative Director
Corporate Governance Structure
Internal Control Structure
Executive
Nomination
Committee and
Compensation
Committee
Board of Directors 11 members of the board
Emphasis is placed on non-executive directors to conduct oversight over execu-
tive directors based on the premise that directors also provide mutual monitoring
Executive Directors
5 members of the board
Management
Council Risk Management &
Compliance Committee
Fujitsu Way
Promotion Council
Corporate
Executive Officers
Departments,
Group companies
Non-Executive Directors
6 members of the board
(including 4 external directors)
Accounting
Auditor
Basic Policy on Establishing an Internal Control Structure
Duty to establish
a structure
Business
Execution Organs Internal Control Division
etc.
Election/dismissal Election/dismissal
Election/dismissal
Internal
control
promotion Report
Supervision
Audit/
supervision
Supervision
Coordinate
Coordinate
Coordinate
Audit/internal
control audit
Coordinate
Consult
Audit
Internal
audit
Corporate
Internal
Audit
Division
Recommend/
propose
Audit &
Supervisory
Board
5 Audit &
Supervisory
Board members
(including
3 external
Audit &
Supervisory
Board members)
IV. BASIC STANCE ON INTERNAL CONTROL FRAMEWORK AND STATUS OF IMPLEMENTATION
1. Basic Stance on Internal Control Framework and Status
1. OBJECTIVE
To continuously increase the corporate value of the Fujitsu Group, it is necessary to pursue management efficiency and control risks arising from
business activities. Recognizing this, the Directors who are entrusted with the management of the Company by the shareholders, present to the
shareholders, who have entrusted authority in them, the basic stance regarding a) how to practice and promote the FUJITSU Way, the principles
that underlie the Fujitsu Group’s conduct, and b) what systems and rules are used to pursue management efficiency and control the risks arising
from the Company’s business activities in the application of their management approach, as described below.
2. SYSTEMS TO ENSURE THAT DIRECTORS CARRY OUT THEIR RESPONSIBILITIES EFFICIENTLY
(1) Management Execution Decision Making and Management Execution Structure
a. The Company has Corporate Executive Officers and Executive Vice Presidents (hereafter, the Representative Directors, Corporate Executive
Officers, and Executive Vice Presidents are referred to collectively as “Senior Management”) who share management execution authority
with the President and Representative Director, and the Corporate Executive Officers and Executive Vice Presidents carry out decision-
making and management execution in accordance with their responsibilities.
b. The Company has a Chief Financial Officer who is responsible for managing finance and accounting for the Fujitsu Group.
c. The Company has a Management Council made up of Representative Directors and Corporate Executive Officers to assist the President and
Representative Director in decision-making.
d. The President and Representative Director puts in place systems and procedures (Management Council rules, systems for approvals and
reaching decisions) needed for decision-making by Senior Management and employees entrusted by Senior Management with authority.
e. The President and Representative Director reports financial and business results at each regularly-scheduled meeting of the Board of
Directors, makes periodic reports to the Board of Directors on the operational status of “Basic Stance on Internal Control Framework,” and
receives confirmation that operations are being undertaken correctly.
(2) System to Promote More Efficient Operations
a. The Company has an organization that uses reforms to the Fujitsu Group’s business processes to promote higher productivity, lower costs,
and expenditure controls, and it pursues more efficient management.
094 FUJITSU LIMITED ANNUAL REPORT 2014
CORPORATE GOVERNANCE