Epson 2007 Annual Report Download - page 29

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27
Annual Report 2007
Epson’s System of Corporate Governance
General Shareholders’ Meeting
Independent Public Accountant
Executive Officers and
Presidents of Affiliated Companies
Business Units and Affiliates
Statutory
Auditors’
Meeting
Audit
Office
Audit Staff Office
Nomination Committee
Compensation Committee
Corporate Strategy Council
Trust-Based Management
Promotion Meeting
Corporate Management Meeting
Corporate Management Meeting
Various Strategy Councils
Elect/
Dismiss Report Elect/Dismiss Elect/DismissSubmit/Report
Elect/Dismiss/Oversee Report
Report
Audit
Audit
Audit Report
Propose/Report
Propose/Report
Audit
Cooperate
Business
Operations
Board of Directors
Representative Director
(President)
Internal Control System
Improvements
1. Business Execution System
Epson is instituting a system that will ensure the
efficient execution of business. To that end, Epson has
established regulations governing each job function, the
division of operational duties, and the management of
affiliated companies while distributing power and
authority across the entire Group. Affiliated companies
in particular must report or receive prior approval from
the parent company of changes in management
regulations. Regulations at affiliates that meet certain
criteria are put on the agenda for discussion at the
parent company’s board meetings, thereby creating a
system of business oversight for the Group.
Personnel responsible for business operations must
report to the board of directors on the following items
at least once every three months.
•Current business performance and performance outlook
•Risk management responses
•Status of key business operations
Epson has not yet adopted any measures to protect
itself against buyouts. In light of the Corporate Law and
other related regulations, as well as capital market
valuations, Epson is continuing to weigh the pros and
cons of adopting such measures.
Director Remuneration
The following table shows the totals of remuneration and
retirement benefits for directors and statutory auditors of
the Company in the fiscal year ended March 31, 2007.
Directors 10 ¥475
Statutory Auditors 5 109
(Outside statutory auditors
among all statutory auditors) (3) (54)
Total 15 ¥584
Notes:
1. Remuneration paid to directors does not include remuneration paid to
personnel who hold the position of director as an additional post.
2. A resolution of the general meeting of shareholders in June 2001
established the maximum amount of remuneration at ¥70 million per month
for directors and at ¥12 million per month for statutory auditors.
3. Director bonuses were not paid in the fiscal year ended March 31, 2007.
4. In addition to the above, a resolution of the general meeting of shareholders
in June 2006 established benefits for retiring directors as follows:
Seven retiring directors: ¥908 million in total to be paid
5. The above totals do not include remuneration paid to the seven directors
who retired in the course of the year under review.
Category Number of
Individuals
Remuneration
Received
(Millions of yen)