Fujitsu 2014 Annual Report Download - page 98

b. These organizations create unified accounting policies shared throughout the Fujitsu Group and rules for establishing, operating, and
evaluating internal control over financial reporting.
c. The organization responsible for establishing, operating, and evaluating internal control over financial reporting periodically reports to
the Board of Directors and any other relevant person or organization the results of evaluations of the effectiveness the internal control.
(3) System for Information Disclosure
The Company has a system to ensure timely and fair disclosure of company information.
(4) Internal Auditing System
a. The Company has an organization that conducts internal audits of business execution (the “Internal Auditing Organization”), and
ensures its independence.
b. The Internal Auditing Organization establishes internal auditing rules and conducts audits based on those rules.
c. The Internal Auditing Organization liaises with internal auditing organizations in other Group companies to internally audit the Fujitsu
Group as a whole.
d. The results of internal audits are periodically reported to the Board of Directors, Audit & Supervisory Board and other relevant person or
organization of the Company and of other relevant Group companies.
5. SYSTEM FOR STORING AND MANAGING INFORMATION IN ACCORDANCE WITH THE EXECUTION OF DIRECTORS’ RESPONSIBILITIES
a. Senior Management assigns people with the responsibility for storing and managing documents, and, in accordance with internal
rules, appropriately stores and manages the following documents (including electronic records) related to the execution of Senior
Management’ responsibilities, along with other important information.
- Minutes of Annual Shareholders’ Meetings and related materials.
- Minutes of Board of Directors’ meetings and related materials
- Other minutes and related materials involved in important decision-making meetings.
- Approval documents and related materials involving Senior Management decisions.
- Other important documents that relate to the performance of Senior Management’s responsibilities.
b. To verify the status of management execution, the Directors and Audit & Supervisory Board Members have access at any time to the
documents in paragraph “a” above, and people with the responsibility for storing and managing documents establish systems to
enable Directors Audit & Supervisory Board Members to access the documents at any time in response to requests for the documents
by Directors or Audit & Supervisory Board Members.
6. SYSTEM TO ENSURE THE PROPERNESS OF FUJITSU GROUP OPERATIONS
a. In addition to creating and instituting the above systems and rules for the Fujitsu Group, the Company provides direction, support, and
oversight of the creation of efficient, legal, and proper business execution systems of other Group companies.
b. The Company institutes the Fujitsu Group Management Policy to define the roles, responsibilities, scope of authority, decision-making
methods, application of shared rules and other items relating to Group management for each company in the Group.
c. The President and Representative Director determines the departments with oversight responsibility for each Group company, and the
Corporate Executive Officers assigned with executive responsibility over those departments, through each Group company’s Representative
Director, implement paragraph “a” above and make each Group company adhere to the Fujitsu Group Management Policy.
d. The Senior Management of the Company and other Group companies share information on Fujitsu Group management strategies and on
issues relating to the achievement of Group goals through periodical meetings or other sufficient measures, and cooperate on Group
business management.
7. SYSTEM TO ENSURE THE PROPERNESS OF AUDITS BY THE AUDIT & SUPERVISORY BOARD MEMBERS
(1) Ensuring the Independence of Audit & Supervisory Board Members
a. The Company has an Auditing Support Division with employees assigned to assist 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 employees in the Auditing Support Division, Senior Management determines personnel
matters relating to their appointment, transfer and compensation in prior consultation with the Audit & Supervisory Board Members.
c. In principle, Senior Management does not assign employees in the Auditing Support Division to other divisions or duties. In instances,
however, where a need arises to give dual assignments to employees with specialized knowledge in response to requests from Audit &
Supervisory Board Members, care is given to ensuring their independence in accordance with paragraph “b” above.
(2) Reporting System
a. Senior Management of Fujitsu and Group companies provides the Audit & Supervisory Board Members with the opportunity to attend
important meetings.
096 FUJITSU LIMITED ANNUAL REPORT 2014
CORPORATE GOVERNANCE