Management and Organizational StructureManagement Direction and Corporate Governance
The FDK Group will contribute to further advancement of electronics industries by developing and providing electronic
products and batteries, and will perform social responsibilities, in order to be a trusted, good corporate citizen.

FDK Group Management Direction
The FDK Group makes it its mission to realize abundant electronic society by developing and providing electronic parts and batteries ofquality that satisﬁes customers. For this purpose, the FDK Group provides high quality products of high utility value to the customers allover the world by fully utilizing our own material, circuit and high density packaging technologies nourished for years and by integrating
the eﬀorts and enthusiasm of all employees in the Group. Aiming at being recognized as a key device supplier of highly advanced electronicproducts, the FDK Group will endeavor to contribute to the development of technologies and environmental protection. In addition, theFDK Group will further enhance its corporate value through timely and accurately responding to changes of its business environment andan eﬀective utilization of its corporate resources by promoting production innovation activities to build a ﬁrm and stable managementfoundation, as well as managing the company in compliance with the relevant laws and regulations.

Corporate Governance
The FDK Group aims at speedy and accurate decision-making as well as highly transparent and eﬃcient corporate management, throughwhich it will strengthen its corporate governance.

Our Basic Attitudes toward
Corporate Governance

Measures for Ensuring
Corporate Governance

The FDK Group believes that well-established corporate governance will enhance the healthiness and the fairness and transparency of a company and increase the value of our shareholders.
Standing on the idea, the FDK Group s organizational structure isrevised as necessary to improve the quality of the organization andto implement necessary measures and policies. In addition, theGroup is committed proactively to disclosing its corporate information to ensure transparent and socially just corporate management.
For example, its corporate information is disclosed in a timely
manner, and its ﬁnancial statements are available on the Internet.

Corporate Governance Structure
Shareholders Meeting
Appointment
andDismissal
Board ofAuditors

Appointment
andDismissal
Board ofDirectorsPresident &CEOCorporate
Auditing Dept.
ManagementCouncil
Operating
Officers

05

AppointmentandDismissal
Accounting
Auditors

The FDK Group separates management administration functions
and business operation functions. Since June 2002, an operatingoﬃcer system has been put into eﬀect. Currently the Group sboard of directors consists of four directors including one externalboard member. The small-in-size board of directors ensures aprompt decision making process. The board of directors meetingis held once a month where important corporate management
matters are decided and operations of business are monitored andsupervised. There are 3 director and operating oﬃcers and 9
operating oﬃcers in oﬃce.
The Management Council is convened once a month to decide on
business matters. As decisions on important business mattersrequire a resolution at the meeting of board of directors, theCouncil is in principle held one week before the meeting of boardof directors to facilitate its process.
There are 4 corporate auditors, and 2 out of them are outside
corporate auditors stipulated in Article 2, Paragraph 16 of thecorporate law. The corporate auditors attend the meeting of boardof directors, Management Council and other committees held fromtime to time. In addition to it, their role includes business reporthearings from directors. All of these eﬀectively ensure theconduct of business in compliance to corporate governance byclosely monitoring the business activities of the directors. The
auditor s meeting is held every 3 months in principle, where each
auditor makes a report on how he/she monitors the business of theFDK Group.
The eﬀectiveness and eﬃciency of their auditing activities areensured by maintaining close communication among accounting
auditors, corporate auditors and Corporate Auditing Dept. throughexchanging information and opinions among them from time totime.

Social & Environmental Report 2006

Compliance●Management andOrganizational Structure

In order to fulﬁll its social accountability as a company, the FDK Group designated the FDK Group Corporate Conduct Guidelines inOctober 2000 to show its policy to comply with the relevant laws and regulations. Since then, the FDK Group has been conducting its
business by abiding by it to gain trust of consumers and suppliers. The guideline is distributed to all employees including directors, and isdisplayed at all workplaces to remind our employees of the importance of observing laws and regulations as well as maintaining
FDK Group Corporate Conduct Guidelines
good corporate ethics.
1. Customer Satisfaction
Every time a law or a regulation are modiﬁed or newly established,
We supply safe and high quality products and services
an in-house explanatory meeting is held to keep our employees
informed of the latest legal information and to ensure that they act
for the needs of customers.
in compliance to the laws and regulations. The information is also2. Environmental Consciousness
distributed on our intranet as well.
We promote resource saving, energy saving and makeAs a part of the activities, an explanatory meeting was held inan ongoing eﬀort to protect the global environment.
May, October and December of FY2005 to update the legal
3.
Contribute to Society
information on personal data protection, export control and subcon●●

Social performance

We, as a good corporate citizen, actively contribute tosociety.

●We respect the culture and customs of every country
in the world with the global perspective and contribute to the development of the region.

4. Fair Trade●

We have sensible course of business behavior, and conduct fair and free competition.

●We communicate widely with the society and disclose
our corporate information justly and timely.

5. Compliance with Law●We act with sense of ethics and comply with laws andsocial codes.

Environmental Protection
Activity Reporttractor trading, respectively.
In FY2006, the FDK Group will establish an internal control
system to prevent any cases of compliance violation from happening and further ensure compliance in operating activities.
For this purpose, Basic policy for internal control was approvedby the board of directors in May this year. The policy describes
establishment of a system complying with Issue No.6, Paragraph 4of Article 362 of the corporate law and Article 100 of the enforcement regulation of corporate law, and improvement of a system toensure appropriate business conduct of a corporation. Based on
the policy, the FDK Group further reinforces its corporate governance and compliance.
FDK possesses personal data of users and customers obtained
mainly in a form of customer information and others throughconsultation from users of our batteries. Please refer to 'Information Security and Protection of Personal Data' on P9.

Site Report

Environmental Management and Environmental Protection Activities
In order to pass the irreplaceable global environment to the next generation, the FDK Group thrives to preserve the environment under
the corporate philosophy of FDK Group Loves Nature for the Future of the Earth Recognizing deeply that a corporate activity is closely
related to the entire environment of our planet as well as to the activities of the local community, the FDK endeavors to co-exist with thesociety and to be a company widely-trusted by the society.
The FDK Group sets the following items as priority issues in conducting business activities including development, design and manufacturing of various electronic parts, dry batteries and machines.
(1) To promote development of eco-friendly products(2) To facilitate reduction and recycling of wastes(3) To encourage energy-saving activities(4) To control chemical substances appropriately(5) To promote green procurement(6) To contribute to the environmental protection of the society and the local community06

Management and Organizational StructureManagement Direction and Corporate GovernanceRisk Management
The FDK Group strengthens its risk management by comprehending possible business risks and implementing risk alleviation measures.

Risk Management System

Actions against Natural Disasters

The FDK Group listed its business risks and determined thecorresponding section. Members are currently working forcompiling a Risk management manual and an Disaster responsemanual. FDK s Kosai Plant is located in Tokai Region where
Tokai earthquake would occur at any time. In order to ensure
the plant continuing our production activity and rehabilitatingfrom damages smoothly, a business continuity plan (BCP) iscurrently under formation.
In addition, the FDK prepares for any unexpected emergencies
that may occur in and out of Japan. In order to minimize
damages, a Risk Management Oﬃce by the president will beestablished where damage information is collected and analyzed
to decide measures immediately.

Safety Confirmation SystemReceivinge-mails Information
on disasterconditions

Safetyconfirmation

Employees

Transmit
Information e-mails
that a person
is injured/safe,etc.

Report on
safety/injuries

System server

The FDK Group is also prepared for unforeseeable natural
disasters including Tokai and Tonankai earthquakes that could
happen in the future. These are the biggest potential threat toits conduct of business in Japan. The FDK Group revised its risk
management organization to quickly respond to such natural
disasters including those could happen in overseas.
The revised risk management organization includes a close
communication network among FDK Group companies andreinforces the function of the Risk Management Oﬃce to ensurethat necessary measures are taken in the case of emergency.
Kosai Plant is situated in the era where Tokai earthquake could
happen at any time. As such, the plant concluded a disastercooperation agreement with Kosai City so that any emergency
can be promptly communicated to thelocal community should it happen, andrehabilitation and other necessary
measures can be taken in cooperation
with the local citizens. In emergency
Get the wholesituations, the plant s ﬁre brigade isinformation.
dispatched to the disaster area for ﬁreﬁghting, ﬁrst-aid and rescue purposes.
In addition to this, the plant plans totest a safety conﬁrmation system
Earthquake
using a mobile phone as early as
countermeasure
headquarters
possible.

Protection of Intellectual Properties
In order to secure a unique and unshakable position in the industry, the FDK Group is committed to creating and protecting intellectualproperties. Actually, Intellectual Property Dept. plans and proposes a company-wide intellectual property strategy which is then operated
and controlled across divisions. A regular in-house workshop trains engineers to provide the latest information on intellectual properties.
Any infringement of patents owned by a third party could cause tremendous losses and damages to the company. The FDK Group iscommitted to implementing various measures to prevent patent infringement from occurring and to protect our own patents as time totime.

Diagram of Management System for Intellectual Property
Chairman of patent promotion committee (Director in charge of Patent)
Patent Promotion Committee

Technology R&D
Department

Project, Group, Section

07

Manager, Intellectual
Property Dept.

Patent Promotion Committee Members (Department Managers)
Patent Promotion Sub-Committee
Project, Group, Section

Patent Promotion Sub-Committee
Project, Group, Section

Secretariat

Project, Group, Section

IntellectualProperty Dept.