Corporate Governance
Basic Approach to Corporate Governance
Through a decision by the Board of Directors in December 2015, Fujitsu formulated a basic policy that sets out its approach to corporate governance (the "Corporate Governance Policy"). We updated the policy in September 2023 and, adopting the stance that the aim of corporate governance is to ensure better management, we constantly review the policy to ensure that it does not become rigid or lose its relevance. We also discuss it with the Board of Directors as appropriate, and strive to maintain the best corporate governance system at all times.
Corporate Governance Structure (as of June 29, 2026)
＜Board of Directors＞
The Company has a Board of Directors to serve as a body for making important decisions and overseeing management. The Board of Directors delegates the decision-making authority over business execution to the Representative Directors and subordinate Corporate Executive Officers to the broadest extent that is permitted by law and the Articles of Incorporation of the company and is considered to be reasonable and will mainly perform as oversight and advisory function. Moreover, the Board of Directors has been formed with Non-Executive Directors at its core so as to enable correction and remediation of errors, insufficiencies, and recklessness in business execution. And by ensuring that External Directors, who are highly independent and hold diverse perspectives, constitute the majority of the members of the Board of Directors, the oversight and advisory function of the Board of Directors is strengthened. Furthermore, in order to better define the management responsibility of the Directors, their terms were reduced from two years to one year in accordance with a resolution at the June 23, 2006 Annual Shareholders’ Meeting.
As of June 29, 2026, the Board of Directors is comprised of 9 members in total: 3 Executive Directors and 6 Non-Executive Directors (including 6 Independent Directors).
In FY2025, the Company held 13 Board of Directors meetings (including one extraordinary meeting) to flexibly resolve and report on the matters that come under the Board’s province pursuant to the Companies Act and the Regulations of the Board of Directors of the Company, convening extraordinary meetings as necessary in addition to monthly regular meetings. The Board identified the following five themes as the themes that it should focus on based on the business environment surrounding Fujitsu Group: 1) outlook of the final fiscal year of the current Medium-Term Management Plan; 2) future growth strategy; 3) technology strategy; 4) non-financial indicators, human resource development; and 5) internal control and risk management. The Board held discussions with focus on these themes and continued monitoring them.
Furthermore, the Board discussed agenda items such as shareholder returns, examinations of strategic shareholdings, and feedback on dialogues with shareholders and investors. It also received timely reports from the Risk Management & Compliance Committee that oversees risk management of the entire Group. The reports included monthly updates on the execution status of its tasks and the actions taken regarding individual risks that materialized in FY2025. The Board continued implementing oversight based on these reports.
The Company carries out an evaluation of the effectiveness of the Board of Directors every year to improve corporate value by raising the Board’s effectiveness.
Summary of the results of analysis and evaluation for effectiveness of Board of Directors as a whole
It is stipulated in the Policy (2.(3)d) that the Board of Directors analyzes and evaluates the performance of the board of directors meetings every year to maintain and improve their effectiveness, which is publicized in our website
1. Action taken in FY2025 based on the evaluation of FY2024
The results of the questionnaire survey regarding effectiveness of the Board of Directors in FY2024 showed that the average overall evaluation scores were on an upward trend compared to the previous fiscal year and confirmed that the effectiveness continues to be at a high level. Taking into consideration the results of the interviews of the members of the Board of Directors, the Company defined the state where the effectiveness of the Board of Directors is high as (1) Directors and Audit & Supervisory Board Members with diverse skills work together with mutual respect and (2) the bold management decisions and execution are supported in both offensive and defensive aspects through uninhibited discussions open to constructive criticism, and the Board of Directors is fulfilling its responsibility to aim for sustainable improvement in corporate value over the medium to long term through the flawless functioning of both (1) and (2).
As a result of the evaluation, we received many specific opinions regarding how to select and handle important items on the Board meetings’ agenda and how to elevate information provision and conduct of proceedings to improve the quality of discussions. In response to these evaluation results, the Company carried out mainly the following initiatives in FY2025 to further improve the oversight function and quality of discussions of the Board of Directors.
-We sorted out the themes discussed at the Board of Directors meeting with focus on high priority agenda items and offered more systematic and enhanced discussion opportunities through intensive discussions in discussion camps.
-We clarified monitoring targets for confirmation of the progress of the Medium-Term Management Plan and high priority agenda items and formulated an annual agenda schedule. We also facilitated timely reporting and discussions reflecting important milestones and changes with the aim of improving the effectiveness of the oversight function of the Board of Directors.
-For further improving efficiency of the meeting operation and securing sufficient time for discussions, we promoted the use of videos explaining agenda items even more. We also refined our proposal materials to clarify points requiring discussions to improve the quality of discussions.
-We further enhanced information provision to External Directors and Audit & Supervisory Board Members to formulate their own opinions by setting periodic meetings for the CEO and Independent Directors and Audit Supervisory Board Members to exchange opinions and increasing opportunities for discussions by inviting external lecturers.
Further, the Company continued to hold the following events in FY2025 to enhance effective communication among the Board members: (1) The Independent Directors and Auditors Council for Independent Directors and Audit Supervisory Board Members to exchange opinions and share information; and (2) Private sessions exclusive for Non-Executive Directors.
2. Evaluation of FY2025
(1) Evaluation method
For the evaluation of the Board’s effectiveness in FY2025, the Company carried out a questionnaire survey of the Board members and held interviews with each member of the Board as in FY2024. As for evaluation items, it added new questions for measuring the level of achievement of the state where the effectiveness of the Board of Directors is high, whose definition was sorted out in the effectiveness evaluation in the previous fiscal year. The questions regarding the operation of the Board of Directors meetings and related formats were sorted out, cut back, and revised into questions aimed at deeply grasping the Board members’ opinions and recommendations regarding the future of the Board of Directors.
In particular, we collected opinions from the perspectives of corporate governance structure, criteria for proposals to be submitted to the Board of Directors meetings, the Board structure, agenda items, the Chairperson, operation of the meetings, Executive Nomination Committee and Compensation Committee, information provision, and self-evaluation. We enhanced qualitative analysis to identify challenges for improving the effectiveness of the Board of Directors and grasping specific improvement recommendations while carrying out quantitative evaluation for some parts. The results of the evaluation of the effectiveness of the Board of Directors were reported and discussed at regular Board meetings. Furthermore, the evaluation of the Company’s Board of Directors by institutional investors and proxy advisory firms was also reported.
(2) Evaluation
The following shows the evaluation result of the effectiveness of the Board of Directors based on the above evaluation method.
-In the evaluation in FY2025, we carried out quantitative evaluation of the level of the achievement regarding the state where the effectiveness of the Board of Directors is high and confirmed that it satisfied the levels expected by individual Directors and Audit & Supervisory Board Members. Also, the revision of the evaluation items enabled us to broadly grasp opinions and recommendations regarding the ideal state of the Company’s Board of Directors, corporate governance system, criteria for proposals to be submitted to the Board meetings, the Board structure, in addition to the existing aspects of its operation and format, and we identified the challenges for improving the effectiveness and sorted out the direction of improvement more specifically.
-As a result of comprehensive consideration of collected opinions, from the perspective of the state where the effectiveness of the Board of Directors is high, we evaluated that it is in a state where its oversight and advisory functions are appropriately fulfilled in light of the previously set definition through open and constructive discussions. Building on this, we will primarily implement the following measures to further improve the effectiveness.
-From the perspective of contributing to improvement in corporate value over a medium to long term, we will further clarify and narrow down the important themes that come under the Board’s province for facilitating focused discussions. At the same time, we will flexibly review the setting of said themes to enhance timely and effective discussions.
-Taking into consideration a system and oversight function that enable us to respond to changes in the management environment even more swiftly, we will advance study of appropriate delegation of authorities to the Management Executives.
-We will implement various measures to further improve efficiency of meeting management with the aim of achieving high quality decision making by the Board of Directors focused on high priority matters.
-Further, to improve the quality of discussions at the Board meetings, we aim to enhance provision of information to Independent Directors and Audit & Supervisory Board Members and incorporate diverse perspectives. Along with this, we will facilitate collaboration between the Board of Directors and Audit & Supervisory Board Members for effective demonstration of the former’s oversight function and the latter’s audit function, thereby further strengthening the governance function of the Board of Directors as a whole.
The Company’s Independent Directors stated that discussions at the Company’s Board of Directors were very open, active, and satisfactory in comparison with other companies.
＜Audit & Supervisory Board＞
The Company has an Audit & Supervisory Board that performs the auditing and oversight functions. The auditing and oversight functions are carried out by Audit & Supervisory Board Members, who review the Board of Directors as well as business execution functions and attend important meetings, including meetings of the Board of Directors.
As of June 29, 2026, The Audit & Supervisory Board has five members, comprising two full-time Audit & Supervisory Board Members and three Independent External Audit & Supervisory Board Members.
In FY2025, the Company held 10 Audit & Supervisory Board meetings, mainly to develop and resolve its audit policy and audit plans, confirm the audit plan and method of Accounting Auditors, examine the appropriateness of their audit results and key audit matters and heard reports from the internal audit section. In addition, the full-time Audit & Supervisory Board Members reported and discussed on important items to External Audit & Supervisory Board Members, and attempted to further enhance information sharing and exchanged opinions by leveraging respective expertise of individual member to deepen their understanding of the activities of the Management Executives.
In FY2025, Audit & Supervisory Board Members conducted the following audit activities with a focus on the building and operation of internal control systems and responses to management challenges in accordance with the approved audit policy and plans:
- Attending and expressing opinions at the Board of Directors meetings, meetings of Independent Officers, and other important meetings
- Reading important approval documents
- Exchanging opinions with Representative Directors
- Interviewing each business line at the Head Office and subsidiaries on their operations
- Hearing reports from statutory auditors of subsidiaries
- Hearing reports from Accounting Auditors
- Hearing the audit status and results from the internal audit section
- Hearing the status of whistleblowing from the compliance section
- Hearing the status of risk management and quality control
With regard to the audit-related key discussion topics, the Audit & Supervisory Board had sufficient study and discussions with Accounting Auditors of potential risks of material misstatements in the consolidated financial statements and impacts and changes of, and developments in, material events, etc. that occurred in FY2025. In addition to these activities, the Audit & Supervisory Board held two rounds of discussions with the Accounting Auditors on the trend of early disclosure of Yukashoken Hokokusho (Annual Security Report) and sustainability disclosure as well as the next-generation audit leveraging AI to accurately grasp the changes in the environment surrounding accounting audit, and confirmed the current status of the Company and future considerations.
＜Independent Directors &Auditors Council＞
The Company has Independent Directors and Auditors Council in response to the requirements of Japan’s Corporate Governance Code, which facilitates the activities of Independent Directors and Auditors, and in order to invigorate discussions on the medium- to long-term direction of the Company at its Board of Directors Meetings, the Company believes it essential to establish a system that enables Independent Directors and Auditors, who maintain a certain degree of separation from the execution of business activities, to consistently gain a deeper understanding of the Company’s business. Based on this recognition, the Company establish the Independent Directors and Auditors Council, which consists of all Independent Directors and Auditors (six Independent Directors and three Independent Auditors), and discusses the medium to long-term direction of the Company, shares information, and exchanges viewpoints so that each can formulate their own opinions.
In FY2025, the Company held 10 Independent Directors and Auditors Council meetings. The members continuously discussed important management matters such as progress in significant businesses and partnerships related to the management policies, business restructuring of the Company and the Fujitsu Group including mergers and acquisitions, and corporate governance of the Company, and shared information and exchanged viewpoints. In addition, in cases of setting prior explanation of important matters that required resolutions at meetings of the Board of Directors as an agenda, the “meeting body for prior explanation” that is attended by full-time Audit & Supervisory Board Members as observers was held 4 times during the period under review.
＜Executive Nomination Committee and Compensation Committee＞
The Company has established the Executive Nomination Committee and the Compensation Committee as advisory bodies for its Board of Directors for the process of nominating Directors and Audit & Supervisory Board Members, for ensuring the transparency and objectivity of its process for determining executive compensation, to enable efficient and substantial discussions, as well as to ensure the fairness in the structure and level of executive compensation.
The Executive Nomination Committee deliberates about candidates for Director and Audit & Supervisory Board Member positions in accordance with the “Structural framework” and the “Procedures and policy of Directors and Auditors nomination/dismissal” stipulated in the Company’s “Corporate Governance Policy” and provides its findings or recommendations to the Board of Directors. In addition, the Compensation Committee deliberates about the level of base compensation, the method for calculating performance-based compensation, etc. in accordance with the “Procedures and policy of determining Directors and Auditors compensation” stipulated in the Company’s “Corporate Governance Policy” and provides its findings or recommendations to the Board of Directors.
Executive Nomination Committee and Compensation Committee consists of three Independent Directors. The Members of the 2 committees appointed in June 2026 are as follows. Additionally, the secretariats of both committees are operated by the Company’s HR and legal departments.
- Executive Nomination Committee
Chairperson: Kenichiro Sasae (Independent Director)
Members: Yoshiko Kojo (Independent Director), Kunimasa Suzuki (Independent Director) - Compensation Committee
Chairperson: Byron Gill (Independent Director)
Members: Takuya Hirano(Independent Director), Izumi Kobayashi(Independent Director)
In FY2025, the Executive Nomination Committee met 9 times and the Compensation Committee met 7 times. The Executive Nomination Committee considered a proposal for the election of Representative Directors, including the CEO, and proposals for the election of candidates for Directors, Audit & Supervisory Board Members, and the Chairperson of the Board of Directors, etc. The Compensation Committee discussed the level and mix of compensation of Directors, details of evaluation indicators in the performance-related compensation for the Executive Directors, compensation for Audit & Supervisory Board Members, etc. And each Committee provided its findings to the Board of Directors by the end of the period under review. Moreover, the Committees collaborated with the Audit & Supervisory Board to review the candidates for Audit & Supervisory Board Members and the compensation for Audit & Supervisory Board Members. The Executive Nomination Committee also considered the skill matrix, the succession plan for the CEO, etc. and the selection of candidates for External Directors and Audit & Supervisory Board Members, and conducted a peer-review of Non-Executive Directors, while the Compensation Committee also discussed the upper limit of the total compensation amount for Directors.
The diagram below illustrates the Company's corporate governance structure. (As of June 29, 2026).
- (*) : Number inside parenthesis refers to number of Directors and /or Audit & Supervisory Board Members
Reasons for Adoption of Current Corporate Governance System
We believe that both direct oversight to business execution by the Non-Executive Directors and the oversight by Audit & Supervisory Board Members that stays distant from the decision making and operation of business execution should work jointly to ensure highly effective oversight performance. The company adopts “the company with Audit & Supervisory Board system” that establishes the Audit & Supervisory Board, which is composed of the Audit & Supervisory Board Members appointed as an independent agent.
Moreover, the Board of Directors has been formed with Non-Executive Directors at its core so as to enable correction and remediation of errors, insufficiencies, and recklessness in business execution. And External Directors constitute the majority of the members of the Board of Directors.
Basic Policy on Executive Compensation
The compensation of Directors and Auditors is determined based on the "Basic Policy on Executive Compensation," which sets out the details of individual compensation for Directors, and was decided by the Board of Directors in response to a recommendation from the Compensation Committee.
Basic Approach to the Internal Control System
To continuously increase the corporate value of the Fujitsu Group, it is necessary to pursue management efficiency and control risks arising from business activities. Recognizing this, the Board of Directors have formulated the "Policy on the Internal Control System", which provides guidelines on: a) how to practice and promote the Fujitsu Way, the principles that underlie the Fujitsu Group’s conduct; and b) what systems and rules are used to pursue management efficiency and control the risks arising from the Company’s business activities.
See below for the full text of the Policy on the Internal Control System and an overview of the operating status of the systems tasked with ensuring appropriate business practices.
Disclosures Relating to Corporate Governance
Board of Directors (as of June 29, 2026)
FY2025 Attendance at Meetings of the Board of Directors or Audit & Supervisory Board
Skills of directors and auditors
As a global company making the world more sustainable by building trust in society through innovation, our company has identified requisite qualities including diversity and the necessary skills for Directors and Audit & Supervisory Board Members to execute operations and provide appropriate advice and supervision in their respective roles.The table indicates skills that the Board of Directors highly expected of, among the skills that each Directors and Audit & Supervisory Board Members possesses.
Directors (as of June 29, 2026)
Auditors (As of June 29, 2026)
Definitions of skill matrix categories
