Country/Region:GLOBAL | Overseas

Management and Organization : Organizations and Systems

Corporate Governance

Guidelines

Fuji Xerox believes that the company's raison d'etre is to contribute to a wide range of stakeholders, including society, customers, shareholders and employees. In 1998, we established corporate principles entitled “Mission Statement” and “Shared Values” as guidelines for corporate management and guiding principles for decision-making.
The basic policy is to manage the company while increasing the transparency and degree of information disclosed and adopting external opinions in order to realize the corporate principles. Under this policy, we are tackling the enhancement of corporate governance.

Corporate Governance System

Since its establishment, Fuji Xerox has utilized an outside director system. In 1999, in order to allow the Board of Directors to devote itself to decision-making on basic management policies and the supervision of operations, we revamped our management structure and introduced a corporate officer system. To ensure efficient and effective management, we established the Executive Nomination & Compensation Committee under the Board of Directors. The committee chairperson is an outside director with no financial interest in Fuji Xerox. The Corporate Executive Committee was also established, comprised of corporate officers at the senior vice president level and higher, to ensure swift decisions on everyday operations. We also reduced the terms of office for directors and corporate officers in June 2002 from two years to one, thus establishing a system that enables us respond more quickly to changes in the business environment.

Fuji Xerox has employed an outside corporate auditor system since its establishment. To maintain constructive, cooperative relationships between the directors/corporate officers and corporate auditors, the representative director & president entered into and “agreement on audits by corporate auditors” with the corporate auditors to ensure the independence of the latter's position and authority.

Meetings of the Board of Corporate Auditors are attended by corporate auditors, the President, representatives from the audit corporation, managers from the Internal Audit & Analysis Department, Director of Finance, the Executive Vice President in charge of accounting, and others. Fuji Xerox believes that attendance by officers and managers ensures closer cooperation among audits made by the corporate auditors, the audit corporation, and internal auditors, and allows the three parties to share the problems identified from their respective perspectives, thereby improving the quality of corporate governance.

Under the direct control of the president, the Internal Audit & Analysis Department is responsible for supervising internal audits of Fuji Xerox's business activities from an independent standpoint. The department examines and evaluates business implementation and its management in all of the company's business domains from the perspective of compliance, operational efficiency, and effectiveness, as well as the reliability of financial reports. Based on these examinations and evaluations, the Internal Audit & Analysis Department expresses its opinions to support the achievement of the company's business objectives by establishing and improving internal controls.

Corporate governance system

Initiatives in FY2007

Establishment and Framework of Internal Governance System Complied With the Corporation Law

After the Corporation Law was enforced in May 2006 corporations are required by law to establish systems to ensure the appropriateness of their operations. Given this situation, we constructed the internal governance system that are legally required and established a system for corporate auditors to audit progress in implementing such systems in FY2006.
In FY2007, the second year of this action, we improved our risk management system and information transmission and saving system, which had been criticized to be insufficient in the first year.

Establishment and Framework of Internal Governance System Related to Financial Report

According to the Financial Instruments and Exchange Law enforced in June 2006, the so-called Japanese version of the SOX Act, that from the fiscal year starting from April 2008, the listed companies are obligated to present the internal governance report as well as to be audited by the certified public accountant. Therefore, we established the internal governance PMO (Program Management Office) consisted of the Finance Department and the Internal Audit & Analysis Department from 2005.In addition to the construction of internal governance system related to financial report, we completed company-wide promotion system by establishment of ICO (Internal Control Office) in each foothold of development, manufacture, domestic sales, China Sales Department, AP Sales Department and Affiliates.
The framework of the system itself was completed in 2006. We carried out evaluation about the effectiveness of the design and application of the system leaded by each ICO in 2007 thereafter. Furthermore, we devised and implemented plans for problem solution about the deficiency extracted from the evaluation result.
Hereby we were able to complete our preparations for J-SOX. Now we aim at penetration and consolidation of such initiatives in the spot as well as promotion of the business effectiveness and optimization, other than reaction in legal.
In addition, we also introduced our initiatives to our customers with collaboration with Office Solution Service Group.

Deployment to Overseas Affiliates

It is one of the important initiatives to deploy and consolidate the audit system to not only the domestic companies but also the overseas affiliates. About the overseas manufacture companies, Internal Audit & Analysis Department acts the leader to implement the audit once or twice a year. The Internal Audit Department of China Sales and AP Sales lead the audit to overseas companies.

Future Direction

Such kinds of initiatives leaded by the establishment of internal control system are not only to meet the legal requirement but also the initiatives for general risk management of our whole business which lead to improvement of our corporate value.
Given the situation that we have almost completed the framework of our corresponding system to the legal requirement by last year, we will continue further initiatives for improvement of our business effectiveness and optimization other than the corresponding system in the future. It is also an important task for us to consolidate the internal control system of our business on site and raise the employees' awareness of the importance of the internal control.

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