Management System

Management System

Governance

HumanRights

Labor
Practice

Environment

Fair TradeCommunity

Management System

Corporate Governance System Chart

ConsumerIssues*As of October 1, 2022

Shareholders Meeting

Social Requirements

The FDK Approach• Ensuring management transparency• Continually enhancing corporate ethics• Strengthening supervisory functions• Strengthening corporate governance• Ensuring compliance• Continuously operating an internal control system

Nomination/Dismissal

Nomination/Dismissal

Accounting
Auditors

Audit and Supervisory Committee
3 Audit and Supervisory Committee members(including 2 independent outside directors)Link(total number of directors: 7)

Total number of attendees(including staff at overseas sites)

Number of occupational
accidents

Occupational accident
occurrence rate

0.00

Reports/Proposals

2 directors, 1 Audit and Supervisory
Committee member(including 2 independent outside directors)

Auditing
ReportingNumber of transmissionsof compliance-related
information through thecompany intranet

3

Occupational accident
severity rate

0.00

Department for Internal Auditing

Number of risk
survey responses(Auditing Department)

President & CEO
Reporting

Auditing

Management Meetings (Decisions about Business Operations)
Directives/SupervisionCorporate Officers 6 corporate officers

102
Number of internalreports

4

Initiatives Supporting the Management System

Each Department and Group Companying compliance throughout the Group, we have established the basic principle

Advisory Committee, the majority of whose members are independent outsideof compliance with the law in the FDK Group Corporate Conduct Guidelines.

directors, as an advisory body to the Board of Directors for the purpose ofWe also abide by the FUJITSU Way, which is the common core philosophy ofenhancing the fairness, transparency, and objectivity of procedures related

the Fujitsu Group.

to director nominations and compensation, etc., and further improving ourIn March 2022, FDK established a voluntary Nomination and Remuneration

In recognition of the fact that strengthening corporate governance is essentialfor fulfilling our social responsibilities as a company, the FDK Group will maintain a sound and strong relationship with FDK stakeholders, from customers
who are Audit and Supervisory Committee members.

ment management that complies with relevant laws and the Articles of Incor-

Board of Directors meetings are held once every month to determine im-poration while ensuring the integrity of our operations and the reliability of ourbased on the general principles of the Corporate Governance Code stipulated

portant management matters and deliberate the progress status of perfor-

financial reporting. The pursuit of management efficiency and control of theby the Financial Instruments Exchange and executes organizational main-mance and investigate the measures.

various risks arising in business activities are essential to continually improve

The Audit and Supervisory Committee is composed of three directors,

corporate governance improves the soundness and transparency of our com-including two outside directors, with meetings held once a month andpany and improves the value for FDK shareholders. In addition, we are striv-whenever else a meeting is deemed appropriate to monitor and audit theing to improve fairness and transparency through wide-ranging information

appropriateness and validity of management. Furthermore, each Audit anddisclosure, including the prompt disclosure of business information and theSupervisory Committee member attends the Board of Directors meetings toprovision of financial information via the Internet.

share objective and fair insight about overall management on each matter

Our company has introduced a corporate officer system in order to sepa-

while also auditing the appropriateness and validity of business operations ofrate business decision-making and supervisory roles from business execution

the directors according to the auditing policies formulated by the Audit androles, and to strengthen the checking role of the Board of Directors.

Supervisory Committee.

FDK GROUP CSR REPORT 2022

As a measure to enhance corporate governance aimed at actively promot-

the corporate value of the FDK Group. Therefore, we promote ongoing efforts
through the systems below.

Systems to Ensure the Appropriateness of Operations
1. Systems to ensure directors and employees perform their duties in accordance with laws, regulations and the Articles of Incorporation
2. Systems to store and manage information related to the performance ofduties by directors
3. Regulations and other systems to manage risks of loss
4. Systems to ensure directors of FDK and subsidiary companies efficiently

5. Systems to ensure the appropriateness of operations of the corporategroup comprising the FDK Corporation and its subsidiary companies
6. Systems to ensure the appropriateness of auditing functions by Audit andSupervisory Committee members(1) Officer training
FDK holds annual training for directors as well as corporate officers by an

Environmental Conservation Activities

to suppliers, shareholders, employees, and local communities. We will imple-

FDK Group reviews each measure and the management system as necessary

The FDK Board of Directors is composed of four directors (excluding direc-17tors who are Audit and Supervisory Committee members) and three directors

tenance and other necessary measures, because we believe strengthening

corporate governance system.

Continuously Operating an Internal Control System
Basic Concept

Strengthening Corporate Governance
Basic Concept

Selection/Dismissal/Supervision

Relationships with Employees

25,0784 directors, 3 Audit and Supervisory Committee members(including 3 independent outside directors)

Nomination and Remuneration
Advisory Committee

Relationship with Society

3Consultation

Link

Highlights of Management System
Attendees of compliancetraining course for all employees

Board of Directors

Relationships with Customers
and Suppliers

Directives

Auditing/Supervision

Audit and Supervisory
Committee Office

Auditing

Number of independent
outside directors

Nomination/DismissalReportingLinkexternal instructor with the objective of teaching knowledge both in and outside the scope of their expertise in an effort to increase the expertise andknowledge of its directors and corporate officers.

(2) Board of Directors performance evaluation
FDK conducts annual Board of Directors performance evaluation in order toidentify issues regarding to the Board of Directors and to enable the membersof the Board of Directors to share such issues in order to make improvements
to enhance the effectiveness of the Board of Directors.
FDK conducts self-evaluations by questionnaire and holds discussionsbased on the results of third-party analysis of questionnaires. In doing so,
the Board of Directors can discuss any issues while continually working tostrengthen its supervisory functions.

execute business

FDK GROUP CSR REPORT 2022

18

Management System

Governance

Ensuring ComplianceInternal Reporting System

Risk Management Process Chart

Labor
Practice

Environment

Fair Trade

ConsumerIssues

Community

Management System

Basic Concept

HumanRights

On-site Safety and Health Committee meetings are held jointly by laborand management at each business site every month to execute activities

FDK Group established the “FDK Group Corporate Conduct Guidelines” as theUsers

standard of conduct for each and every employee. The Code of Conduct thatmakes up one element of these guidelines clearly states that we will respectwith all laws, regulations, and social norms, protect and respect intellectual

Measures

Employees of FDK Group Suppliers[Supplier Compliance Desk]use our positions in the organization for personal gain. In this way, we will
strive to earn trust from consumers and suppliers.

Compliance Education
The FDK Group explains laws and regulations closely related to its work, frominternal regulations to the Foreign Exchange Act, the Product Liability Act, An-Reporting/Consultation

Reporting/Consultation

timonopoly Act, and Personal Information Protection Law in various stratified
training programs, such as new and mid-level employee training as well as new
manager training, to bring about understanding in every person. In addition tothe above, FDK continually conducts a variety of compliance training (includingbusiness site related to export management and subcontracting transactions.

External Point ofContact

Internal Point ofContact

Law Firm

Compliance related Dept.

Respond tomanifested risks
Rapid escalation
Early response,impact minimization
by multiple departments● Formulate and executemeasures to prevent
recurrence●Occupational Health and Safety Activities

butions to customers, local communities, and all other stakeholders throughWe respect and value the life and dignity of every individual as a basic philos-

its global business activities. To achieve these goals, we properly identify anyophy. To ensure a bright future and smiles on the faces of all those who work

potential risks resulting from our business activities and prioritize important

for the FDK Group, we will continue to put safety first, to actively work to cre-issues requiring a response.

ate a safe and healthy workplace, and to promote mental and physical health,of laws and regulations. In addition to this broad compliance, understanding

Therefore, the FDK Group has established, practices, and continuallyaiming for zero occupational accidents and zero illnesses. Furthermore, in theculture and customs and clearly responding to social trends are part of com-improves a Group-wide risk-management system. Our Board of Directors

course of our business activities, we will comply with relevant laws and reg-prehensive compliance from an ethical perspective.

drafted the Basic Policy for Establishing an Internal Control System to de-ulations, FDK rules, and stakeholder requirements to which we have agreed.

FDK has also put in place dedicated organizations for each field of com-

fine rules and systems that pursue management efficiency and control risks

pliance, such as the “Central Health and Safety Committee,” “Group Environ-resulting from business activities. We also share this basic policy with ourBasic Policy

mental Management Committee,” “Product Chemical Substances Manage-shareholders.

Based on the principle that occupational accidents must not happen, we will

ment Committee,” “Export Management Committee,” and “Product Safety

the occupational health and safety management system with the participation

with all laws and regulations.

(1) Each department identifies potential risks inherent to business activities,

and consultation of all employees, elimination of sources of danger, reductionand evaluates and verifies them.
(2) Clarifies the priority of response for each risk and determine risk-control
policies (avoidance, mitigation, migration, and retention of risks).
(3) Executes measures in each department to prevent risks before they manifest in accordance with decided policies.

of risks, and preparation for emergencies. In addition, FDK also places importance on employee mental health measures not just from the perspective ofemployees and their families, but also in terms of earning trust as a company,operating business smoothly, and contributing to a sustainable society. Theseternal Reporting Desk and Supplier Compliance Desk. The “Internal ReportingCommittee. Any issues are resolved as quickly as possible to minimize theOccupational Health and Safety Promotion SystemDesk”, “Supplier Compliance Desk”, and the “Internal Reporting Regulations”

impact through an appropriate response in cooperation with each relevant

The FDK Group holds quarterly meetings of the Central Health and Safety

guarantee anonymity of anyone who reports a violation in addition to ensuring

department and the Risk & Compliance Committee Secretariat as well as

Committee, which includes the president and the chairman of the labor union,

no harm is done as a result of reporting an issue. Any issue discovered asworking to identify the underlying causes in addition to formulating andas a supervisory function for the Health and Safety Committees at each busi-

executing plans to prevent recurrence.

ness site. The central committee shares information about activities at each

There were four reports in FY2021, which were addressed appropriately.

FDK GROUP CSR REPORT 2022

1.8

0.58

0.54

1.63

0.54

0.51

0.24

0.24

0.25

0.25

2015

2016

2017

2018

1.95

1.50

1.00

0.50

0.00

0.45

0.52

0.54

0.52

FDKAll Industries

2019

0.00

0.00

2020

2021

Electronic Equipment Industry

Occurrence rate: Death or injury due to occupational accidents per a total of one million hours ofoperation.

Changes in Annual Severity Rate
0.12
0.10

0.10

0.09

0.09

0.09

0.09

0.09

0.08
0.06

0.07
0.05

0.05

0.04

(4) If a risk materializes, each department will escalate to the Risk Compliance

FDK checks the progress of execution during each of these steps and makes

1.83
1.66

1.61

actions have strengthened our mental health efforts.

and fair management in compliance with the law. FDK has established an In-measures.

2.09
2.00

Environmental Conservation ActivitiesRisk Management Processa result of investigation into a report is immediately addressed with reform

19create a safe and comfortable workplace through ongoing improvements toPromotion Committee,” in an effort to operate its businesses in complianceof any such improprieties as well as use as a resource to strengthen honest1,000,000)

Relationships with Employees

The FDK Group aims to continually improve corporate value and make contri-tems for compliance violations to quickly discover and take corrective actions

accidents on business sites in Japan.
• Occurrence rate: (Number of deaths or injuries/total hours of operation x

2.50

with an introduction of examples about violations using the company intranet.

The FDK Group has put in place the proper reporting and consultation sys-

Japan in FY 2021 (excluding traffic accidents).
• The occurrence rate was 0.00 with a severity rate of 0.00 for occupational

Changes in the Annual Occurrence Rate

Contact in a form the person who reports an issue cannot be identified

FDK Group Health and Safety Policy
Basic Philosophy

Internal Reporting System• Two occupational health and safety accidents occurred on business sites inMonitoring, reviewing, and continually improving

Risk Management Initiatives

The business operations of the FDK Group must comply with a wide range

Status of Occupational Accidents• Severity rate: (Number of days lost/total operation hours x 1,000)

includes information about amendments to relevant laws and regulations andComplying with Laws and Regulations Related to BusinessOperationsof occupational health and safety.

●Furthermore, FDK strives to raise awareness about laws and regulations byproviding employees with a broad range of information about compliance thatagement systems in an effort to realize a framework with an even higher level

Relationship with Societye-learning) for all of our employees. FDK also conducts training annually at each

Investigate andexecute reduction
measures, suchas avoidance andmeasures toprevent risks before
they happen● Investigate andimplement migration
and retention●

pational health and safety management. We take advantage of these man-Relationships with Customers
and Suppliers

property, handle information properly and maintain confidentiality, and notSome business sites have acquired the ISO 45001 certification for occu-Identify risks● Analysis/evaluation●All Employees of the FDK Group
Including transfers, contract and part-time
employees, temporary employees, etc.
[Internal Reporting Desk]

human rights, act with fairness and freedom in our business dealings, comply

according to health and safety action plans.

Assessment

business site while formulating Group-wide activity plans.

0.02

0.02

0.03
0.00

0.00

0.00

2015

2016
FDK

0.02
2017
All Industries

0.02
0.01

0.01
0.00
2018

0.00

0.00

0.00

2019

2020

2021

Electronic Equipment Industry

Severity rate: Number of days lost due to occupational accidents per a total of one thousand hoursof operation.

improvements as necessary.

FDK GROUP CSR REPORT 202220