Brother International 2014 Annual Report Download - page 15

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14
Coordination with Auditing and Relationship with Internal
Controls Division
Outside directors oversee management from a neutral and independent position. When
necessary for the execution of these duties, a system exists for mutual coordination with
auditors, the Internal Audit Division, and accounting auditors. Additionally, outside
directors also receive regular consolidated financial reports from the internal controls
division via the Board of Directors, and can request other financial reports at any time
necessary.
As outside auditors operate from a position of independence, when necessary for the
execution of their duties, systems exist in the Company and Board of Statutory Auditors
for mutual coordination with auditors, the Internal Audit Division, and accounting auditors.
Additionally, outside auditors also receive regular consolidated financial reports from the
internal controls division via the Board of Directors, and can request other financial
reports at any time necessary.
Officer Compensation, etc.
Breakdown of Compensation (April 1, 2013 - March 31, 2014)
Notes:
1. Allowance for director compensation does not include the employee salary of employee-directors.
2. The limit on director compensation as passed by the general meeting of shareholders is ¥400 million/year in basic
compensation and ¥130 million/year in stock options, for a total of ¥530 million (by resolution of the 114th annual general
meeting of shareholders held on June 23, 2006).
3. The limit on auditor compensation as passed by the general meeting of shareholders is ¥140 million/year (by resolution of the
114th annual general meeting of shareholders held on June 23, 2006).
4. Allowance includes the following:
. Stock option compensation
3 directors (exc. outside directors), ¥36 million
Policies and Methods for Determining Officer Compensation
Our policy is to employ an objective and transparent system for compensation based on
the clear administrative duties of directors and auditors. Reasonable levels are decided in
consideration of industry-standard compensation and fair employee treatment.
Director compensation is determined by the representative director and president in
accordance with rules determined by the Company.
Director compensation comprises “basic compensation,” which is awarded to all
directors, “performance-based compensation,” which is awarded to directors other than
outside directors in recognition of contributions to yearly fiscal results, and “stock options,”
which align initiatives for long-term growth of corporate value with the vector of our stock
price.
While basic compensation is calculated by multiplying from a fixed amount by a
coefficient applied according to position, “performance-based compensation” is adjusted
to reflect results from the previous fiscal year according to methods determined by the
applicable rules.
Auditor compensation is determined by the Board of Statutory Auditors in
accordance with rules determined by the Company for the calculation of “basic
compensation.”
Annual limits on “basic compensation” for directors and auditors and “stock options”
for directors, and pay-out of “performance-based compensation” for directors are
approved by the general meeting of shareholders.
No. of
personnel
Allowance
(millions of yen)
Totals by category
Basic
compensation
(millions of yen)
Performance-
based
(millions of yen)
Stock options
(millions of yen)
Directors
(inc. outside
directors)
7
(4)
205
(36)
134
(36)
35
(
-
)
36
(
-
)
Auditors
(inc. outside
auditors)
5
(3)
66
(23)
66
(23)
-
(
-
)
-
(
-
)
Total
(inc. outside
officers)
12
(7)
272
(59)
201
(59)
35
(
-
)
36
(
-
)
Corporate Governance