Epson 2009 Annual Report Download - page 44

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2. Details of audit remuneration
(1) Remuneration for audits by certified public accountants
(Millions of yen)
Category
Previous fiscal year Fiscal year under review
Remuneration for audit
certification work
Remuneration for
non-audit work
Remuneration for audit
certification work
Remuneration for
non-audit work
Filing company - - 188 4
Consolidated
subsidiaries - - 127 -
Total - - 316 4
(2) Other important remuneration
Total payments for audits carried out on behalf of 11 consolidated overseas subsidiaries by auditing
certified public accountants belonging to the Ernst & Young network for the fiscal year ended March 31,
2009, amounted to ¥31 million.
(3) Non-audit work performed by auditing certified public accountant at filing company
Remuneration paid for non-audit work performed by the auditing certified public accountant was for
consultancy services relating to internal control systems, in particular financial reporting.
(4) Governing policy for auditor remuneration
This does not apply because remuneration for auditing services is determined according to the nature of the
audit work.
3. Basic policy regarding company control
At its meeting on April 30, 2008, Epson's board of directors agreed to a basic policy governing persons
who control our financial and business policy decisions (hereinafter the “basic policy”).
(1) Policy on persons who control financial and business policy decision-making
We believe that our shareholders should be determined through free trade on the market. Therefore, the
decision as to whether to accept a takeover offer that would allow another party to acquire a controlling
share of Epson and thus gain power over the company's financial and business decisions should ultimately
be put before our shareholders.
To ensure and enhance the corporate value and common interests of shareholders, we think it is essential
for Epson's directors, managers, and employees to work as a team to create value, to pursue the Epson
tradition of creativity and challenge, and to earn and keep the trust of our customers.
Not all large-scale acquisitions of shares enhance the value of the company whose shares are being
acquired, however, nor do they serve the common interests of shareholders. Epson recognizes the need to
use all necessary and appropriate means to protect the company's corporate value and the common interests
of its shareholders against persons seeking to improperly acquire large numbers of shares in an attempt to
gain control over decisions concerning the company's financial and business policies.
(2) Efforts in preventing parties who are deemed inappropriate based on its basic policy from
gaining control over Epson’s financial and business policy decision-making
Aiming to ensure and enhance corporate value and the common interests of its shareholders, Epson
introduced a series of measures (the “Plan”) to prevent large-scale acquisition of Epson shares after
shareholders approved the Plan at their annual general meeting held on June 25, 2008.
The purpose of the Plan is to allow the Epson board of directors to secure the time and information
necessary for shareholders to decide whether to accept the bid or to present shareholders with alternative
proposals, and to discuss and negotiate with the acquirer for the benefit of shareholders, in order to prevent
large-scale acquisitions of Epson shares that do not enhance corporate value or that are not in the common
interests of shareholders. Specifically, if a party intends to acquire 20% or more of shares outstanding or to
stage a takeover bid, they shall be required to submit documentation justifying the acquisition in advance
to the Epson board of directors and to comply with the procedures defined in the Plan. Furthermore, the
Plan allows for the activation of provisions to halt the acquisition in question if, for example, it is not
conducted in line with the Plan or it is deemed contrary to Epson’ s value as a company or the common
interests of its shareholders.