Epson 2010 Annual Report Download - page 38

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public accountants belonging to the Ernst & Young network for the fiscal year ended March 31, 2010, amounted
to ¥31 million.
Fiscal year under review
Total payments for audits carried out on behalf of 26 consolidated overseas subsidiaries by auditing certified
public accountants belonging to the Ernst & Young network for the fiscal year ended March 31, 2011, amounted
to ¥136 million.
(3) Non-audit work performed by auditing certified public accountant at filing company
Previous fiscal year
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.
Fiscal year under review
Remuneration paid for non-audit work performed by the auditing certified public accountant was for consultancy
services, in particular training courses.
(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) Overview
Epson believe that its 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
the shareholders.
To ensure and enhance the corporate value and common interests of shareholders, Epson believes 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 its 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 interest 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 interest of its shareholders.