Corporate Governance

Basic Stance

In order to continuously raise the Fujitsu Group's corporate value, along with pursuing management effi ciency it is also necessary to control the risks that arise from business activities. Recognizing that strengthening corporate governance is essential to achieving this, the Board of Directors has articulated the Basic Stance on Internal Control Framework, and these measures are continuously implemented.

Furthermore, by separating management oversight and operational execution functions, we aim to accelerate the decision-making process and clarify management responsibilities. Along with creating constructive tension between oversight and execution functions, we are further enhancing the transparency and effectiveness of management by proactively appointing outside directors.

With respect to Group companies, we are pursuing total optimization for the Fujitsu Group by clarifying each group company's role and position in the process of generating value for the group as a whole and managing the group to continuously enhance its corporate value.

The Framework for Strengthening Corporate Governance

Fujitsu has established Executive Nomination and Compensation Committees in order to ensure the transparency and objectivity of the process for choosing candidates for the Board of Directors, determining their compensation, and ensuring that the compensation system and levels are appropriate. The Executive Nomination Committee acts as a consultative body to the Board of Directors. Taking into consideration the current business climate and anticipated trends, the Executive Nomination Committee makes recommendations of candidates (draft) for the Board of Directors, choosing candidates having objectivity in making management decisions, foresight and perceptiveness, and a 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.

In addition, we have adopted the processes in place, in accordance with laws and regulations, to ensure that confl icts of interest are avoided, including but not limited to obtaining approval from the Board of Directors.

* The information above is as of June 23, 2011. For the latest information, please refer to our Corporate Governance Report.

Enhancing Corporate Governance

Basic Stance

We have established the Fujitsu Way, consisting of a Corporate Vision, Corporate Values, Principles, and Code of Conduct, which guides 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 penetration and implementation of the Fujitsu Way and to promote structures and procedures to ensure that business dealings are appropriate throughout the Group.

Status of 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, an organization 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 committees 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.

• FUJITSU Way Promotion Council
  The Fujitsu Way Promotion Council promotes the inculcation and implementation of the Fujitsu Way. In addition, it has also been promoting Project EAGLE, which is a Group-wide activity for building an internal control system for effective and reliable financial reporting in compliance with the Financial Instruments and Exchange Act. By establishing a promotion organization dedicated to this endeavor, the Council has been working to implement this internal control system across the Group. Along with improving controls over financial reporting, the goals of the project also include achieving greater efficiency through the pursuit of business process reforms across the Group.
• Risk Management Committee
  This committee promotes risk management in the Fujitsu Group. By instilling awareness of risk and bringing to light risk information, including latent risk information, the committee continuously confirms the execution status of risk mitigation measures. It also implements policies for verifying information regarding specific instances of risk and mitigating their effects on customers and the Group as a whole. Moreover, as a preventative measure to deal with major unforeseen events such as natural disasters, the committee promotes business continuity management (BCM), providing customers with a stable supply of the high performance, high-quality products and services that they need. It reports to the Management Council and the Board of Directors on significant matters and holds discussions with them on countermeasures, seeking thereby to disseminate information throughout the Group and strengthen the Group's overall risk management posture.
• Compliance Committee
  This committee promotes adherence to social norms and corporate rules as well as the creation of corporate systems and initiatives for fostering a corporate culture of respect for norms. In conjunction with efforts to maximize compliance, a helpline system was set up as a confidential liaison point to receive reports from employees and provide guidance to them on matters of conduct.
• Environmental Committee
  This committee is responsible for promoting the environmental protection activities of the Fujitsu Group, which are based on the Fujitsu Group Environmental Policy and the Fujitsu Group Environmental Protection Program.

For further details, please see the "Fujitsu Limited Corporate Governance Report."

• Fujitsu Limited Corporate Governance Report [120KB / A4/16 pages]