Corporate Governance

In accordance with its Corporate Governance Policy, the company outlines the following rules to ensure effective oversight and advice, given from the diverse perspectives of Non-Executive Directors (hereinafter, the term used for a combination of Independent Directors and Non-Executive Directors appointed from within the company), to Executive Directors on their business execution as part of the Board of Directors function while taking advantage of the company through the Audit & Supervisory Board system.

＜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 23, 2025, the Board of Directors consists of nine members in total, comprising three Executive Directors and six Non-Executive Directors (including five External Directors).

In FY2024, the Company held 15 Board of Directors meetings (including three extraordinary meetings) 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) progress in the Medium-Term Management Plan, which the Board had approved; 2) mechanisms to )ink Materiality to business; 3) development and operation of internal control systems and oversight of risk management; 4)
monitoring of important M&As and reorganization cases; and 5) succession planning of Directors and others.
The Board had 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 FY2024. 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. In FY2024, as in FY2023, we conducted a questionnaire for all directors and corporate auditors and individual interviews with each officer based on the answers to the questionnaire, analyzed and evaluated the results, and discussed specific measures at the Board of Directors. As a solution to the issues identified through these efforts, the Company has made efforts to further improve the effectiveness of the Board of Directors by implementing measures such as (1) The Company created a new framework of intensive discussions to confirm the progress of the Medium-Term Management Plan resolved by the Board of Directors and to intensively discuss important management themes, (2) For efficient operation of the Board of Directors meeting, we offered videos explaining agenda items that are suitable for video-based explanation and conducted the meetings on the premise that the participants watched the video in advance using video recordings as an effort to operate the Board of Directors efficiently.

＜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.
The Audit & Supervisory Board has five members, comprising two full-time Audit & Supervisory Board Members and three Independent External Audit & Supervisory Board Members.

In FY2024, the Company held 9 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.

In FY2024, 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: