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CSR Integrated Report

Fujikura Group CSR Integrated Report 2015
[ISO 26000 Core Subject] Organizational Governance

Corporate Governance

Efforts on Corporate Governance

The Company has adopted an executive officer system. Specifically, each executive officer is responsible for the execution of business by the entire group for each business field and function. In the event that the directors will also undertake executive officer functions, they will be provided responsibilities by the executive officers. The system of executive responsibility is a pyramid type command order line with the president/CEO at the top, and the whole is decided by the board of directors.

The Company has four business divisions, (1) Energy & Information Technology Company, (2) Electronics Company, (3) Automobile Electric Company, and (4) Real Estate Company. Each company has various functions related to technology, manufacturing, and sales in the business field, and the directors who are responsible for each company completes the business responsibility.

Regarding the preservation and management of important management information, we have established rules for managing documents and electronic information. We have established a risk management committee to consider risks common to the entire company, developed a compliance system and establish an internal reporting system.

In the system to ensure the appropriateness of subsidiary operations, each group company is positioned as a company under the jurisdiction of a company or corporate division (company etc.), and managed under the range of executive responsibilities of the head of companies and others.

Specifically, each company, etc. are conducting:
(1) Establishing a reporting system on important matters such as business results, personnel and organization, capital investment, product quality and other important issues in the company.
(2) Establishing certain reporting obligations and support and instructions by the company regarding risk management,
(3) Formulating business plan for the corporate group, and implementing forecast management and personnel exchanges.
(4) Establishing mandatory compliance officers at group companies and improving public interest notification system, and such.

Governance System

Director

While the scope of enforcement responsibilities of each director who shares the work by adopting this execution system is clarified, it is a role specialized in monitoring and supervision obligation other than their own executive responsibility area, and the legality and validity demanded by company law is equivalent to that of an objective checking function that is equivalent to that of outside directors.

Auditor

The monitoring and supervisory system other than the directors adopts a corporate auditor system that can monitor and supervise in the process of formulating management intentions.
Our corporate auditors are two full-time corporate auditors and two outside auditors. From the viewpoint of legality and appropriateness, our auditors visit each company and group company, view important documents, and attend important meetings to audit the directors executing their businesses. Cooperation among the corporate auditors is discussed and deliberated at the Board of Auditors meetings held every month.

Our company has a system whereby full-time Corporate Auditors attend important meetings such as Executive Committee meeting. The will be discussing management decisions concerning business execution, can express opinions, and corporate auditors are guaranteed participation not only from the viewpoint of legality in the Board of Directors etc., and provided opportunities for statutory auditors to express their requests by establishing a place for regular exchange of opinions with executive officers.

Corporate auditors listen to the audit plan from the accounting auditor at the beginning of the year and receive reports from the accounting auditors on the results of the audits during the fiscal year and the audits at the end of the fiscal year based on the audit plan. Corporate auditors conduct discussions several times a year with the accounting auditor regarding the content and structure of accounting audits.

Audit Department

As a dedicated organization for internal audits, we have established the Audit Department, and in the 2015 fiscal year, we audited 14 departments and 21 companies for each department and group companies. In addition, the Audit Department periodically exchanges information on audits with Corporate Auditors, conducts audit work under the direction of the Corporate Auditors in accordance with the necessity, and periodically reports the results of the audits to Corporate Auditors.

Organization of the Fujikura Corporate Governance Sysytem

External Directors and External Corporate Auditors

There are three external corporate officers comprising of one external director and two external corporate auditors. Details are stated in the 168th term annual securities report on our website( http://www.fujikura.co.jp/ir/index.html) Investor Relations.Investor Relations.

Corporate Governance Code

In response to the formulation of the Corporate Governance Code as explained above, the Fujikura Group began implementing new measures in fiscal 2015 to build up a system to comply with the Code.
Presently, we are working hard to disclose the necessary information within the year, with the department in charge taking the initiative to attain this target.