Corporate Governance and Risk Management
Fujikura ensures clarification of operating responsibilities and an efficient top management by adopting the executive officer system. We have also adopted the corporate auditor system as a system that enables monitoring and supervision of management in the managerial decisionmaking process. Through these systems we have divided the execution and supervision of management and clearly defined the monitoring and supervision functions to be fulfilled by directors to ensure that business operations are conducted in compliance with the relevant laws and regulations and the Company's Articles of Incorporation.
The activities of internal control with regard to daily operations are designed to supervise legal compliance in operational processes through the Internal Control System Development Division, the relevant departments at headquarters, and administrative organizations within each business segment.
For internal control, we have established management rules for documents and electronic information and the storage and control of management information. In addition, we review company-wide risks, promote a compliance system, and manage a whistle-blowing system through the Risk Management Committee and the Conduct Code Promotion Committee.
For control of the Group, we established the Group Management Policy to promote its common values and facilitate a shared sense of unity as well as to improve the effectiveness of management supervision, risk management, and compliance systems throughout the Group.
As a mechanism to support Auditors' operational audit and improve audit accuracy, we have formulated Directors' responsibilities concerning the appointment and dismissal of employees supporting auditors, independence from operating departments, and access to information required by Auditors. We also set up regular occasions to exchange views with operating officers and ensure that opportunities are provided for Auditors to express their demands.
Compliance with the Antimonopoly Act
At the meeting of the Board of Directors held on September 28, 2009, participants passed a resolution on the Fujikura Antimonopoly Act Compliance Program with a view to ensuring compliance with the law through the announcement by the President of the company's commitment to compliance and also through the provision of relevant instructions to all directors and employees as well as through the enhancement of our in-house compliance system. Under this program, we are formulating rules on contacts with competitors, educating all our sales staff on the Antimonopoly Act, and implementing other measures to improve our in-house compliance system.
On the international front, security problems such as nuclear and missile issues in Iran and North Korea are emerging as serious international concerns. Japan is a major exporter of high-tech products and technologies on a par with the United States. When Japanese companies export their products for consumer use overseas, they need to ensure that none of these products will be used to create nuclear, chemical or biological weapons, missiles to transport these weapons, or other weapons of mass destruction, in order to preserve international peace and safety.
To prevent ordinary weapons being produced excessively to threaten regional peace, we must ensure that no products for consumer use will be used to make such weapons.
In Japan some illegal exports regarding weapons of mass destruction were reported widely by media companies. Such illegal acts threaten regional security and also damage the international credibility of Japan. Companies involved in such acts will also be held liable both socially and ethically and are likely to receive social censure in addition to legal punishment.
As one of its basic principles, Fujikura respects the international trade control rules aimed at maintaining international peace and safety, and is committed to complying with foreign exchange and trade-related laws and regulations and to performing its corporate activities in line with social norms.
Fujikura has set in-house export control rules, based on which the Company is implementing an export control system to ensure legal compliance and promote voluntary export control. Under the system we judge whether our freight and technologies violate the related laws and regulations, check our dealings with customers, notify employees of any revisions to the related laws and regulations, provide them with training on export control, and carry out internal audits for export control. Also other domestic and overseas Fujikura Group companies are implementing Fujikura's basic export control policies based on their in-house export control rules.
Recently in Japan, legal compliance criteria to be met by exporters have been formulated, and accordingly, all companies and universities engaged in the export of freight or provision of technologies are now mandated to control their exports in strict conformity with the criteria. Fujikura’s Security Export Administrative Division dispatches its staff to both domestic and overseas Group companies to raise their awareness of the importance of export control and give them advice on the matter.
Fujikura classifies risks to be managed into risks related to business opportunities (strategy risks) and risks related to the performance of its business activities (operational risks). Strategy risks are managed by top executives jointly through the Board of Directors and the Management Committee, while operational risks are managed by the Risk Management Committee based on the Fujikura Risk Management Rules.
With crisis management, we provide information to top management promptly and have established a response organization and a management system in the Fujikura Risk Management Rules.
As for operational risks, we manage a range of incidents daily that take place in our corporate activities, including those related to compliance, quality assurance, environmental management, safety and health, and information security under a system led by in-house organizations specializing in each of the fields. Specifically, the Legal Department, Quality Assurance Division, Global Environment Division, Human Resource & General Affairs Division, System Division, Security Export Administrative Division, and other in-house expert organizations show the values to which society wants companies to adhere to directors and employees. These in-house organizations work to ensure that the directors and employees behave appropriately in compliance with social norms as well as with laws and regulations so that the Company can win even more trust from a range of stakeholders including customers, consumers, employees, business partners, and shareholders.