CSR Organizational Governance
Approaches to organizational governance
The Fujitsu General Group believes that the basis of corporate governance is to increase management efficiency, such as the expediting of the decision-making process, while at the same time ensuring transparency in the decision-making process and enhancing the internal control function over business execution.
Corporate governance structure
The Fujitsu General Group has adopted the Audit & Supervisory Board Member and Corporate Vice President (executive officer) system to enhance management's oversight function and enable efficient and agile business execution. The Auditors conduct audits and provide supervision from a standpoint independent of company management. We believe that this system is effective in terms of our meeting the tenets of our corporate governance program.
As of the end of June 2021, there were 11 Directors (including five External Directors) and three Audit & Supervisory Board Member (including two External Audit & Supervisory Board Members).
Important management issues are discussed at the Management Committee (held twice a month in principle) attended by Corporate Vice Presidents (Corporate First Senior Vice Presidents and above), as well as at meetings of the Board of Directors, held once a month or on an ad hoc basis when necessary. The Corporate Executive Meeting, which consists of all Corporate Vice Presidents, meets three times a month in principle to deliberate and decide on specific important issues related to business execution, and seek approval from the Board of Directors on particularly important matters. In FY2020, 13 meetings of the Board of Directors were held (and one other meeting with a written resolution) with a 98% attendance rate of officers.
The Audit & Supervisory Board consists of three Audit & Supervisory Board Member (including two External Audit & Supervisory Board Member) with the Office of Corporate Auditors (one personnel member) expected to assist Audit & Supervisory Board Member in fulfilling their duties. The Audit & Supervisory Board meets monthly on the same day as the Board of Directors and on an extraordinary basis when necessary. Audit & Supervisory Board Member attend Board of Directors meetings to audit the proceedings of the meetings and the content of resolutions, and express their opinion when deemed necessary. Full-time Audit & Supervisory Board Member attend important internal meetings or sit on committees, such as the Corporate Executive Meeting and the Compliance & Risk Management Committee.
They meet on a quarterly basis with the President to provide audit findings and make recommendations based on the audit activities. In addition, we conducted interviews and reports 91 times a year with Directors, Corporate Vice Presidents, senior managers in charge of each division, and conducted visits to 13 locations a year in Japan and overseas basically by remote auditing using the video conference system due to COVID-19.
In principle, the Full-time Audit & Supervisory Board Member hold quarterly meetings with the External Directors to share their views on issues identified through the auditing activities. Reports of the Full-time Audit & Supervisory Board Member' activities are made to the Audit & Supervisory Boards and appropriately shared with the Auditors.
Our Group’s Corporate Governance Structure
Risk management system
In order to promptly identify risks that may adversely affect the Fujitsu General Group, whether at home or overseas, and to implement countermeasures in a timely manner, risk assessments are conducted to confirm appropriateness of the risk evaluation and risk management of each division of the Company as well as for the Group companies. The Compliance & Risk Management Committee selects priority issues to be addressed while promoting activities to reduce risk.
In FY2020, we addressed key themes including overseas business risks, IT security risks, environmental regulation compliance, and quality compliance. The committee reports its annual activities to the Board of Directors.