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CSR Integrated Report

Fujikura Group CSR Integrated Report 2014
[ISO 26000 Core Subject] Organizational Governance

Corporate Governance

Corporate Governance

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.

Appointment of an outside director

Fujikura selected Mr. Kenichiro Abe to be an outside director of the company following the approval of the establishment of the position at the 166th Annual General Meeting of Shareholders held in June 2013, as detailed in the following IR website of the company: http://www.fujikura.co.jp/ir/index.html (in Japanese).

Organization of the Fujikura Corporate Governance System