Our Basic Stance On Corporate Governance
Our Basic Stance On Corporate Governance
Our Basic Stance On Corporate Governance
In pursuit of sound and efficient management, we are working to strengthen our corporate
governance system and put into practice the principles of the FUJITSU Way.
We manage our Group companies based on a clear distinction between 1) companies that
perform an assigned function in our business; and 2) companies that pursue a synergistic
relationship with us based on a shared corporate strategy.
The Management Council deliberates upon fundamental policies and strategy regarding business
management, as well as makes decisions on important matters regarding business execution.
Issues discussed by the Management Council and a summary of its discussions are reported to
the Board of Directors, which makes decisions on items of particular importance. In principle,
the Management Council meets three times a month, but meetings may be convened whenever
necessary.
The auditing function is carried out by auditors, who review the Board of Directors as well as
business execution functions and attend important meetings, including meetings of the Board of
Directors as well as Management Council.
In addition, the Corporate Internal Audit Division has been established to serve as an internal
audit group. This division audits the internal affairs of the company and its affiliates, proposes
improvements in their business practices, and regularly reports its audit findings to the
Management Council.
We have established the FUJITSU Way, which consisting of a Corporate Vision, Corporate
Values, Principles, and Code of Conduct, which guide the Group and its employees in their daily
activities. We pursue the sound and efficient execution of our business activities by striving to
accelerate the dissemination and implementation of the FUJITSU Way and to promote structures
and procedures to ensure that business dealings are appropriate throughout the Group.
Implementation
The Company, through a resolution by the Board of Directors, has adopted the following basic
stance on the framework for internal control (resolved on May 25, 2006, and revised on April 28,
2008) In terms of putting an internal control system in place, a department with executive
responsibility for internal control has been established. The Company is, moreover, pursuing
initiatives to implement an even more robust operational execution structure by reviewing and
revising its regulations and business operations.
To accelerate the penetration and implementation of the FUJITSU Way and ensure the
appropriateness of business operations, four groups were established directly under the
Management Council and tasked with pursuing more robust and efficient business execution: the
Fujitsu Way Promotion Council, the Risk Management Committee, the Compliance Committee,
and the Environmental Committee. The functions of each are described below.
A corporate culture that places great value on the pursuit of new possibilities previously
unimagined and brings them to fruition has been the foundation of the Fujitsu Group's success
since its inception.
In an increasingly competitive world, in which the pace of change continues to accelerate, the
Fujitsu Group must strive for continuous innovation. Each and every employee will rise to the
challenge of creating new value amid changes in the management environment, technology,
society and the marketplace. With a spirit of challenge, we are committed to the continuous
creation of new value.
Advancements in Information Technology (IT) have turned people's dreams into reality. These
unceasing advancements have given rise to a global networked society, bringing major changes
to the business world, our personal lives and society as a whole. Without IT, the modern world
would cease to function. In providing IT infrastructure solutions to underpin our modern world,
the Fujitsu Group seeks to create an environment where everyone can equally enjoy the benefits
of a networked society that is rewarding and secure. Through the constant pursuit of new
possibilities enabled by IT, the Fujitsu Group aims to continuously create new value, bringing
about a prosperous future that fulfills the dreams of people throughout the world.
We want to contribute to the creation of an affluent, networked society that links together
communities, businesses, families and individuals.
(Naoyuki Akikusa, 11th president, Fujitsu Day Address, 1999)
What we value:
We enhance the reputation of our customers and the reliability of social infrastructure.
Corporate Values
We enhance the reputation of our customers and the reliability of social infrastructure.
As a good corporate citizen, the Fujitsu Group takes a leading role in sustaining the well-being of
society through our business activities.
To contribute to the creation of a sustainable environment for future generations, we have made
environmental protection a top management priority. With clear environmental goals set for all
our business areas, we conduct our business activities in a well-planned and sustainable manner.
In accordance with the Fujitsu Green Procurement Policy, we are committed to implementing
Green Procurement throughout our supply chain, which includes our business partners. From the
earliest stage of development our products incorporate energy conservation concepts in design
and material selection. These initiatives ensure that we provide our customers with eco-friendly
products that reduce the burden on the environment.
In order to help customers in their efforts to protect the environment, we are also supplying them
with environmental solutions incorporating the know-how and innovative technology we
developed for our own environmental countermeasures. In this way, we work together with our
customers in protecting the global environment.
As a global corporation, we have developed deep roots in communities around the world and
engage in social activities in harmony with these local communities. This includes the promotion
of cultural events, sporting activities, youth educational programs and other local initiatives.
• Sustainability Report
Top of Page
In order to contribute to society on a sustainable basis over the long term, the Fujitsu Group must
remain financially sound. We need to generate a healthy profit from our business activities and
re-invest that profit for future growth.
Sustainable profitability and growth are vital in winning the confidence of all stakeholders,
including customers, shareholders, business partners and employees.
Increasing our corporate value will also deepen the trust society places in our organization.
Top of Page
We aim to continuously increase corporate value and meet the expectations of shareholders and
investors by achieving long-term sustainable growth and profit, and by pursuing strategic
business expansion and focused management, while maintaining a sound financial standing.
We enhance our management transparency by appropriate and timely disclosure of our business
activities and financial information. This ensures that investors and shareholders understand how
we are performing in enhancing our corporate value.
Top of Page
In an increasingly globalized and borderless business world, we conduct our activities from a
global perspective, positioned as a true global player.
Being a truly global corporation means more than just achieving higher sales in markets outside
of Japan. It is about mobilizing the full resources of the Fujitsu Group worldwide to support
customers who operate their businesses globally, and unleashing, for the benefit of all customers
around the world, the talent, capabilities and know-how of our employees in each region. To best
meet these global objectives, we will focus on developing our personnel and improving our
organizational structures.
In incorporating new ideas and technology, we will further promote local business activities in
each region and, at the same time, strengthen our global business capabilities to enhance the trust
in and value of the Fujitsu brand.
Top of Page
What we value:
By combining the talents of employees, each with their own unique qualities and way of
thinking, our corporate value increases. We, therefore, respect the diversity of our employees. We
also support our employees in their efforts to enhance their capabilities and develop skills
through their work so they can achieve individual growth.
Specifically, we will:
• create a dynamic corporate culture that promotes a balance between employees' personal
and professional lives.
• evaluate and reward employees fairly.
• provide opportunities for skills development and support for such efforts.
• ensure a safe and comfortable working environment.
We are committed to being an organization wherein all employees are strongly motivated, have
ample opportunities for advancement and work with pride and confidence.
Top of Page
We will be a valued and trusted partner to our customers by proactively proposing new ideas for
the success of their business and establishing long-term relationships built on customer
satisfaction and trust. As IT professionals, we must always be prepared to provide candid advice
to our customers and engage in a free exchange of views.
All our business units use this approach with customers, from individuals to large organizations,
irrespective of the types of business, services or products provided.
Fujitsu aims to be an indispensable partner to its customers so that they can fully utilize IT to
establish their competitive position, leading to the success of their management and business.
(Hiroaki Kurokawa, 12th president, Kurosan's Office message, 2003)
Top of Page
We see our business partners as invaluable contributors, enabling us to add value to the products
and services we provide to our customers.
We seek to build close relationships with our partners, working to create long-term mutual
benefit and learning from each other. As good business partners, we wish to enhance each other's
capabilities, aiming at the common goals of sustained growth and prosperity.
We work with our business partners to ensure that our entire supply chain maintains the highest
standards for human rights, fair trade, environmental protection, regulatory compliance,
workplace health and safety, product quality and safety, information security and all other
requirements in fulfilling our social, environmental, ethical and legal obligations.
Top of Page
Since our foundation, our aim has been to pursue IT innovation based on our belief in the infinite
possibilities of technological development. This pursuit has resulted in such milestones as the
development of the world's first High Electron Mobility Transistor (HEMT), an ultra-high-speed
transistor, the introduction of the Japanese processing Extended Features (JEF), which made it
possible to process Japanese kanji characters, and the successful launch of "PROPOSE," an
integrated services framework for information and communication systems. Supported by our
leading-edge technology and the innovative products created from it, we have become a leader in
the development of the information society. This relentless pursuit of new technological
development is the key driver of our growth.
We contribute to the business activities of our customers by timely recognition of their changing
needs and by pursuing technologies they value. With global competition in mind, we will
develop new markets, differentiate ourselves from competitors and aim to make our technologies
de facto standards.
There is no foreseeable end to the progress generated by the information society, and our
business and lifestyles continue to change dramatically as a result. The Fujitsu Group creates
new value through leading-edge technology based on our innovative ideas, contributing to a
rewarding and secure networked society.
Top of Page
We enhance the reputation of our customers and the reliability of social infrastructure.
The quality of products and services we provide to our customers determines the reliability of
infrastructure supporting people's daily lives in a modern networked society. We view quality as
fundamental to our business activities. To enable everyone to equally and securely enjoy the
benefits of the networked society, we are committed to continuous quality improvement.
By "quality," we mean more than just products and services meeting our own specifications. It
means meeting customers' requirements and ensuring quality in all dealings with our customers.
Quality is, therefore, not just the responsibility of our research, manufacturing and service
departments, but is the responsibility of all departments. When we think about quality, our aim is
therefore to continuously meet the quality levels expected by our customers in everything we do.
The initiatives we all take for improving quality also enhance our brand. In order to successfully
support a rewarding and secure networked society, we will relentlessly pursue quality
improvements to ensure the continued trust of our customers and society.
We act as good global citizens, attuned to the needs of society and the environment.
Principles
We act as good global citizens, attuned to the needs of society and the environment.
In conducting our business activities worldwide in close association with local communities, we
recognize that we are, first and foremost, members of society, not just members of an
organization. We therefore act as responsible members of society based on sound ethics and
integrity.
We comply with all laws, conform to social norms considered to be fair, and remain conscious of
the basic manners and courtesies appropriate to each location. In addition, we will be responsive
to and act in accordance with the needs of society. We will always be conscious that we are
representatives of the Fujitsu Group and act appropriately.
Communication is a key component of being an active member of society. This means not only
sharing information and knowledge but also having empathy with others, listening to their
opinions and respecting their feelings in order to strengthen mutual trust. Through active
engagement in society and improved communication, we seek to be valuable members of our
communities.
Top of Page
With this principle in mind, we think and act in our business activities with sincerity and
proactively contribute to the business of our customers. In so doing, we seek to add value beyond
simply selling products and services.
In a changing world, we place ourselves in the position of the customer to better and more
rapidly understand new requirements and innovate to meet those needs as quickly and accurately
as possible.
A "customer-centric" approach means understanding the issues from the customer's point of
view, and doing more than trying to understand the issues just by observing the customer.
Regardless of whether we deal directly with customers, we consider ourselves part of this
customer-centric approach and always reflect on why our customers trust and select us as their
business partner. Adopting a customer-centric approach means going beyond our own sphere of
work and doing what is necessary from the customer's perspective.
Top of Page
We see the ability to quickly recognize change, set targets and take appropriate action to achieve
the objectives as critical to our continued business success.
In meeting our business objectives, it is important that we follow each step of the "plan, do,
check, and act" cycle. Each step of that cycle, however, is premised on going directly onsite to
the source of the problem, listening to those in the actual environment and ascertaining the
situation. At each step of the cycle, we should continually check the actual situation, confirm
with our own eyes whether any issues have emerged, determine how to resolve them, and use
this understanding to plan our next actions. We believe that no matter how sophisticated the
knowledge or brilliant the theory we may have, its usefulness depends on how well we apply it
based upon our firsthand understanding of the situation.
Top of Page
Striving towards ever-higher goals, we continuously create new value and seek new
opportunities for growth, never contenting ourselves with the status quo and always taking on
new challenges.
Having a "spirit of challenge" means setting goals that stretch our capabilities and encourage us
to maximize our efforts. We take inspiration from the words of Taiyu Kobayashi, a former
president of Fujitsu, who said, "Let's go ahead and do it." We endeavor to utilize our abilities and
the abilities of our organization to achieve targets that at first seem beyond our reach.
While there are risks and difficulties in aiming for the highest goals, we persevere and strive for
excellence without compromise. The accumulated wisdom earned through our efforts helps us
overcome obstacles and acts as a driving force for our growth.
Top of Page
Business opportunities are created by grasping changes in the market, anticipating the future and
taking action ahead of others. Even an excellent idea will lose its value if it is not exploited in a
timely manner. Speed and agility create value.
Keeping in mind the value of time, we act quickly to achieve our goals. In our everyday work,
while following correct procedures, we seek optimal processes to ensure efficiency. We are
prepared to accept change and react quickly and flexibly. Our aim is to accelerate business
execution throughout the organization.
Timely business execution further enhances customer satisfaction and is a force to create new
business opportunities and strengthen the competitiveness of the Fujitsu Group.
Top of Page
We share common objectives across organizations, work as a team, and act as responsible
members of the team.
Teamwork generates more effective and powerful results, enabling us to achieve higher goals.
As team members, we will understand and share objectives and milestones in order to reach each
goal by the required completion date. We set our targets, track our progress and use our full
abilities to meet our responsibilities and ensure the team achieves its objectives.
Teamwork is not limited to collaborating with other team members in our own division. It
extends to collaborating with other divisions within the Fujitsu Group, and here team leaders
play a particularly important role in promoting effective teamwork across organizational
boundaries. By effective communication and cooperation with other divisions and by going
beyond just considering the benefit to our own divisions, we promote the best interests of the
Fujitsu Group.
• We respect human rights.
• We comply with all laws and regulations.
• We act with fairness in our business dealings.
• We protect and respect intellectual property.
• We maintain confidentiality.
• We do not use our position in our organization for personal gain.
Code of Conduct
We will be resolute in upholding human rights in everything we do and will not tolerate such
discrimination in others. Ignorance and inaction do not constitute excuses for discrimination. We
will make every endeavor to be fully aware of human rights issues and foster respect and
equality for all.
We seek through our actions to uphold human rights, ensuring that our organization is well
respected by society.
Top of Page
We also conform to socially accepted business practices, use common sense in our dealings, and
are careful to check whether our commercial terms are in line with local requirements. Customs
vary from country to country. Therefore, in addition to understanding the laws and customs of
our home territory, we also will become familiar with and respect the laws, customs and
ethnicities of other territories in which we do business.
Top of Page
We do not use our position to secure an unfair advantage in dealings with business partners.
We do not enter into any agreements or discussions with our competitors regarding restrictions
on pricing, production or sales volumes, customers, sales territories, or other matters that impede
fair competition.
Top of Page
We are fully aware that our intellectual property is a valuable asset and an essential management
resource underpinning our business activities and the confidence our customers place in us. We
will make every effort to obtain and maintain all necessary intellectual property rights, including
patents, copyrights and trademarks, and utilize them effectively in growing our business. We
recognize that the knowledge and know-how held by each employee give us a competitive edge
in our business activities.
We respect third-party intellectual property and utilize it only after having properly secured
rights to its use.
Top of Page
We maintain confidentiality.
Appropriate handling of information is fundamental to our business activities. A careless mistake
that results in information being leaked can lead to enormous damage and loss of reputation of
the Fujitsu Group. We must have a proper understanding of the rules for handling different types
of information and thoroughly comply with those rules. In addition, we are conscious of the vital
importance of data security in our daily work so as not to unintentionally leak confidential
information or personal data.
The company information we have access to in our daily work is considered confidential. We do
not disclose such information to anyone outside the company without following established
procedures, nor do we use it for purposes other than conducting the business of our organization.
Information from our customers or business partners must be handled and used appropriately in
accordance with the terms and conditions defined and specified in each contract with them,
including terms and conditions relating to the intended use, management and duration of
confidentiality of such information. We therefore handle such third-party information
appropriately at all times and ensure that we do not break our contractual obligations to preserve
confidentiality.
In gathering and keeping personal data for any purpose, we must handle, manage and use such
personal data appropriately and in accordance with local laws.
Top of Page
We do not trade stocks or other securities using undisclosed "insider" information gathered from
our organization or third parties.
• We use Field Innovation to find new approaches and the inspiration to improve ourselves,
while delivering added value to our customers.
• We provide global environmental solutions in all our business areas.
• Fujitsu Group companies work together to accelerate our global business expansion.
By fully using all available knowledge, we change people's mindset and processes in the field.
The repetition of this cycle and the application of optimized IT results in transformative
innovation.
Field Innovation is a fundamental approach for carrying out business activities. We see this
approach as suitable not only for organizations directly providing services and solutions to
customers but for all organizations, including business groups that provide value to our
customers through their devices and products.
The execution of Field Innovation is essential in areas providing business solutions that
contribute to customer success by solving their management issues.
We are committed to our own continued innovation by this method as well as using it to
contribute to the success of our customers.
Top of Page
By leveraging our advanced technology and know-how, we are providing customers with
products, services, and solutions that reduce the environmental impact of their IT infrastructure
and help them, through the use of IT, to reduce their overall environmental burden.
Top of Page
We need to cooperate and closely share, on a global basis, the knowledge and expertise within
each of our organizations. An example of such cooperation is the common platform initiative to
provide standardized services to customers globally. This includes the industrialization of
services and standardization of delivery. These initiatives allow us to provide integrated services
in a consistent manner from any service organization.
Financial Position
Operating Income Margin (Operating Income ÷ Net Sales)
FY 2003 FY 2004 FY 2005 FY 2006 FY 2007
3.2% 3.4% 3.8% 3.6% 3.8%
Top of Page
Straight Bonds
Outstanding
Secured/Unsecured Date of Total Amount Interest Date of
Amount (Billion
Bonds Issuance (Billion Yen) Rates Maturity
Yen)
Jun. 20, Jun. 19,
Unsecured 50 50 3.15%
1997 2009
May 8, May 8,
Unsecured 50 50 3.00%
1998 2018
Outstanding
Secured/Unsecured Date of Total Amount Interest Date of
Amount (Billion
Bonds Issuance (Billion Yen) Rates Maturity
Yen)
Nov. 25, Nov. 25,
Unsecured 50 50 1.05%
2004 2010
Sep. 25, Sep. 25,
Unsecured 60 60 1.49%
2007 2012
Sep. 25, Sep. 25,
Unsecured 40 40 1.73%
2007 2014
Convertible Bonds
Outstanding
Issue Total Amount Conversion Due
Bonds Amount (Billion
Date (Billion Yen) Price (Yen) Date
Yen)
Zero Coupon May 27, May 27,
250 250 1,201
Convertible Bonds* 2002 2009
Euro-yen Aug 23, May 31,
100 100 900
Convertible Bonds* 2007 2010
Euro-yen Aug 23, May 31,
100 100 900
Convertible Bonds* 2007 2011
Ratings
(As of July, 10, 2008)
Stated Capital:
¥324,625,075,685
4. Number of Shareholders
209,393 (Decrease of 8,193 from the end of FY 2006)
5. Principal Shareholders
Shareholder's investment in Fujitsu Limited's investment in
Fujitsu Limited the shareholder
Name Number of Percentage of Number of Percentage of
shares held total shares shares held total shares
(thousands) outstanding (%) (thousands) outstanding (%)
State Street Bank
135,379 6.54
and Trust Company
The Master Trust
Bank of Japan, Ltd. 102,825 4.97
(for trust)
Fuji Electric
94,663 4.57 74,333 10.4
Holdings Co., Ltd.
Japan Trustee
Services Bank, Ltd. 87,260 4.22
(for Trust)
Shareholder's investment in Fujitsu Limited's investment in
Fujitsu Limited the shareholder
Name Number of Percentage of Number of Percentage of
shares held total shares shares held total shares
(thousands) outstanding (%) (thousands) outstanding (%)
State Street Bank
135,379 6.54
and Trust Company
Fuji Electric
60,978 2.95
Systems Co., Ltd.
Asahi Mutual Life
Insurance 40,743 1.97
Company
State Street Bank
and Trust Company 37,894 1.83
505103
Fuji Electric FA
Components & 36,886 1.78
Systems Co., Ltd.
Mizuho Corporate
32,654 1.58
Bank, Ltd.
Fujitsu Employee
Shareholding 23,772 1.15
Association
Notes:
2) On February 7, 2008, Alliance Bernstein L.P. and two of its affiliates submitted a report
("Tairyō Hoyū Hōkokusho") on changes to its holdings of Fujitsu Limited shares to the Kanto
Local Finance Bureau, but because Fujitsu has not been able to confirm the actual number of
shares held as of March 31, 2008, we have not included them in the above list of major
shareholders. According to the report, Alliance Bernstein L.P. owns 247,182 thousand shares,
AXA Rosenberg Investment Management Ltd. owns 19,102 thousand shares, and Alliance
Bernstein Japan Ltd. owns 6,751 thousand shares, for a total of 273,035 thousand shares. (which
accounts for 13.19% of the number of outstanding shares).
In addition, on April 22, 2008, Alliance Bernstein L.P. and two of its affiliates submitted a report
("Tairyō Hoyū Hōkokusho") on changes to its holdings of Fujitsu Limited shares to the Kanto
Local Finance Bureau, but because Fujitsu has not been able to confirm the actual number of
shares held as of March 31, 2008, we have not included them in the above list of major
shareholders. According to the report, Alliance Bernstein L.P. owns 267,022 thousand shares,
AXA Rosenberg Investment Management Ltd. owns 20,640 thousand shares, and Alliance
Bernstein Japan Ltd. owns 6,236 thousand shares, for a total of 293,898 thousand shares. (which
accounts for 14.20% of the number of outstanding shares).
3) The shares held by The Master Trust Bank ofJapan, Ltd. (for trust) and Japan Trustee Services
Bank, Ltd. (for trust) pertain to the trust business by the institution.
4) Of the shares held by Fuji Electric Holdings Co., Ltd., Fuji Electric Systems Co., Ltd., and
Fuji Electric FA Components & Systems Co., Ltd., 1,412 thousand shares., 52,857 thousand
shares and 29,556 thousand shares, respectively, are trust assets that are trusted to Mizuho Trust
& Banking Co., Ltd., and re-trusted to Trust & Custody Services Bank, Ltd., as retirement
benefit trust assets. The voting rights involved. in these shares are set forth to be exercised upon
order of the respective companies. The Company's shares held by the overall Fuji Electric Group,
including the shares above explained, in the form of retirement benefit trust assets are 123,042
thousand shares in total. (Ownership ratio which is calculated after exclusion of treasury stock
holdings, is 5.95%).
5) Of the Company's shared held by the Mizuho Corporate Bank, Ltd., 212 thousand shares are
trust properties that are trusted to Mizuho Trust &Banking Co., Ltd., and re-trusted to Trust &
Custody Services Bank, Ltd., as retirement benefit trust assets. The voting rights involved in
these shares are set forth to be exercised upon order of Mizuho Corporate Bank, Ltd.
6. Ownership of Shares
Note:123,042 thousand shares, which the Fuji Electric Group Companies hold in the form of
retirement benefit trust assets trusted to Mizuho Trust & Banking Co., Ltd. are included in Other
Japanese Corporations.