Corporate Governance

Basic Approach to Corporate Governance

Fujitec’s global mission statement is “Respecting people, technologies and products, we collaborate with people from nations around the world to develop beautiful and functional cities that meet the needs of a new age.” To accomplish this mission, we believe that it is essential to gain stakeholders’ trust and fulfill our social responsibilities. With our steadfast reputation, we will work to meet the expectations of all our stakeholders and to increase their trust in us. To this end, we will construct and establish the corporate governance structure we require to ensure sound and transparent group management.

Corporate Governance

Basic Approach and Status of the Internal Control System

The Fujitec Group has enacted the Basic Policy on Internal Control by a resolution of the Board of Directors based on the Global Mission Statement, the Fujitec Philosophy of Human Resource Management and the Fujitec Corporate Action Rules. Based on this policy, Fujitec has an Internal Control Department to promote related activities. That Department also responds to evaluations and audits of the internal control system by working to understand the operation processes of each business execution division and upgrading the internal control system. We have also established dedicated committees for compliance, risk management and information management systems, and these provide the necessary guidance and management for effective business execution.

Internal Control Structure

  • Structure for assuring that directors and employees of Fujitec Co., Ltd. as well as directors, executives and employees of Fujitec Co., Ltd.’s subsidiaries execute their duties in compliance with laws and regulations as well as the Articles of Incorporation

  • Structure concerning storage and management of information related to execution of duties by directors

  • Structure for rules and other matters related to management of risks for exposure to losses of Fujitec Co., Ltd. and its subsidiaries

  • Structure for assuring that directors of Fujitec Co., Ltd. as well as directors and executives of Fujitec Co., Ltd.’s subsidiaries execute their duties efficiently

  • Structure concerning reporting to Fujitec Co., Ltd. matters related to execution of duties by directors and executives of subsidiaries as well as other structures for assuring the appropriateness of business operations of the corporate group comprising Fujitec Co., Ltd. and its subsidiaries

  • Matters concerning employees assigned to assist audit & supervisory board members; matters concerning the independence of such employees from directors; and matters for assuring the effectiveness of instructions from audit & supervisory board members to such employees

  • Structure for reporting by directors and employees to audit & supervisory board members; structure for reporting to audit & supervisory board members of Fujitec Co., Ltd. by directors, audit & supervisory board members, persons who perform work duties such as employees and persons who are assigned to positions equivalent to these of Fujitec Co., Ltd.’s subsidiaries as well as by Fujitec Co., Ltd.’s employees and persons who receive reports from these persons; other structures concerning reporting to audit & supervisory board members; and structure for assuring that audits carried out by audit & supervisory board members are performed effectively

  • Structure for assuring that persons who made reports to audit & supervisory board members are not unjustly treated as a result of making such reports

  • Matters concerning the advance payment of expenses that arise from the execution of duties by audit & supervisory board members; matters concerning expenses that arise from reimbursement procedures and the execution of such procedures; and matters concerning policies related to the disposal of liabilities

To reduce various operating risks, the company has established the Risk Management Committee, chaired by the CEO. The Committee works to promote compliance, including risk management at all group companies, and information security measures, as well as to achieve early detection of risk factors that could have a major social impact, such as ensuring product safety, and countermeasures for those factors. Underneath the Committee there are standing committees that investigate and study each risk factor. The Risk Management Operation Committee collects information swiftly and accurately and ensures proper direction and the management of business execution to ensure that risk management functions effectively throughout the company.

The Compliance Committee promotes compliance with the laws, regulations and corporate ethics necessary for promoting appropriate corporate activities and disseminates these to group employees and other concerned persons as cohesivery as possible. The Committee formulates the Compliance Action Plan every year and promotes compliance activities. As part of these activities, in addition to group training for all employees or on-demand education through e-learning, the company holds seminars for employees according to their position and department as deemed necessary to ensure that laws and regulations are made known to employees together with carrying out activities to raise employee awareness. The company has also established an internal reporting system to curb fraud. This includes a Compliance Consultation Desk as an internal reporting system related to compliance that allows all employees to consult directly regardless of organizational lines and which will receive employee reports.