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Corporate Governance

Basic Approach to Corporate Governance

The FUJISOFT GROUP (“the Group”) will operate with the aim of “becoming an innovative corporate group that links ICT development to greater value for customers,” under its basic philosophy. The Group has built an organizational structure that can respond quickly to changes in the business environment, enhancing its corporate governance by ensuring management health and efficiency and increasing management transparency by pressing forward with the following initiatives.

(1) The Group has introduced the operating officer system to accelerate the speed of decision-making and strengthen the management supervisory function by clarifying the responsibility for execution of business, improving the efficiency and increasing the speed of business operation and streamlining the Board of Directors.

(2) While the Group has adopted a company with a board of auditors as an institutional design as a company, the Group deliberates on significant matters to be submitted to the Board of Directors for discussion in advance at the Nomination Committee, the Compensation Committee and the Ethics Committee, which are established as voluntary organs in which outside directors also participate as members.

(3) All outside directors of the Group meet the requirements described in the judgment criteria for independent officers established by the Tokyo Stock Exchange. They are capable of exercising supervision and advice from an unbiased external standpoint and simultaneously possess deep insight and extensive knowledge and experience in the area in which they specialize.

くBasic Philosophy>
Aiming to become a corporate group
that contributes to society,

provides satisfaction to customers,

initiates eco-friendly activities

and believes in a comfortable and rewarding environment.

Corporate Governance Structure

Matters relating to the execution of business, audits, supervision, nomination and the decision of remuneration, etc. (overview of the current corporate governance structure)
FUJI SOFT INCORPORATED (“the Company”) is a company with a board of auditors and has established a general meeting of shareholders, the Board of Directors and the Board of Auditors as specified by the relevant laws and regulations.
The Board of Directors consists of nine directors, including two outside directors that are designated as independent officers, based on the regulations of the Tokyo Stock Exchange. The Board of Directors meets regularly once a month and on a temporary basis as needed, attended by four auditors including two outside auditors (of whom one is an independent officer), and passes resolutions on all important agenda items relating to management, in addition to matters specified by the relevant laws and regulations.
The Company has established a Management Conference, attended by the directors, the standing auditors and the operating officers (held twice a month or on a temporary basis as needed), as a deliberative organ for matters relating to the execution of important business based on the management policy set by the Board of Directors.
To contribute to deliberations at the Management Conference, the Company has also set up a strategy meeting and a company-wide liaison meeting for each purpose to hold full discussions and make coordination, etc.
For specific matters, the Company has established the CSR Promotion Committee, the Internal Control Committee, the Risk and Compliance Committee and the Reward and Disciplinary Committee, etc. to deliberate on and coordinate matters under their respective jurisdictions.
In addition, the Company has introduced the operating officer system to clearly separate the strategic decision-making and business supervision functions of the Board of Directors from the business execution function of operating officers and to facilitate the quick execution of business by assigning operating officers who have acquired the relevant proficiency to major business divisions.

Other Disclosure Matters Relating to Corporate Governance

Cross-held shares [Principle 1-4]

Related party transactions [Principle 1-7]

Enhancement of information disclosure [Principle 3-1]

Scope of delegation of judgment and decision from the Board of Directors to officers who are in charge of the execution of business [Supplementary Principle 4-1-1]

Effective utilization of independent outside directors [Principle 4-8]

Judgment criteria for independent outside directors and their quality [Principle 4-9]

Policy and procedures for the appointment of directors [Supplementary Principle 4-11-1]

Directors or auditors concurrently serving as officers in other listed companies [Supplementary Principle 4-11-2]

Analysis and evaluation of the overall effectiveness of the Board of Directors [Supplementary Principle 4-11-3]

Training of directors and auditors [Supplementary Principle 4-14-2]

Policy on constructive dialogues with shareholders [Principle 5-1]

Initiatives to enable a more active general meeting of shareholders and to facilitate the exercise of voting rights