Epson 2012 Annual Report Download - page 40

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39
Designated and
Engagement Partner,
Certified Public
Accountant
Taisuke Ide Ernst & Young
ShinNihon LLC
3
(b) Composition of auditing team
The auditing team comprises 33 staff including 10 certified public accountants, nine junior accountants, and 14
other accounting staff.
(7) Outline of contract limiting liability
The Company’s contract with the outside director and outside statutory auditors is based on Article 427,
Paragraph 1, of the Japanese Companies Act, and the contract stipulations determining the liability for damages
on Article 423, Paragraph 1, of the same law. Said contract also stipulates that the limit of liability for damages
shall be the legal maximum.
Limited liability is recognized only in cases where the outside director and the outside statutory auditors
performed their duties in good faith and were not grossly negligent.
(8) Number of directors
Epson’s Articles of Incorporation determine the maximum number of directors to be ten.
(9) Election and retirement of directors
According to its Articles of Incorporation, directors of the Company can be elected by a majority vote by at least
one third of shareholders with voting rights, and not through cumulative voting.
Provisions regarding the retirement of directors do not vary from the provisions of the Japanese Companies Act.
(10) Items for the General Shareholders’ Meeting that can be determined by the board of directors
Treasury stock acquisition
The Company’s Articles of Incorporation allow the Company to acquire treasury stock through stock market
trade and other means by resolution of the board of directors. This enables a more flexible capital policy in
response to a changing business environment.
Director and auditor exemption from liability
When liability falls under the requirements stipulated in Article 426, Paragraph 1, of the Japanese Companies
Act, the Company’s Articles of Incorporation allow the Company to exempt the directors and auditors from
liability for damages in Article 423, Paragraph 1, of the Japanese Companies Act up to the amount remaining
after the legal minimum liability is deducted from the total liability amount by resolution of the board of
directors. This allows the directors to fully apply themselves to their expected role of building an organization
capable of aggressive business expansion, and allows the statutory auditors to fulfill their functions accordingly.
Interim dividend
The Company’s Articles of Incorporation allow the Company to declare an interim dividend with a date of record
of September 30 every year by resolution of the board of directors. This provides the Company with flexibility in
paying dividends to shareholders.
(11) Special resolution requirements of the General Shareholders’ Meeting
The Company’s Articles of Incorporation set forth the requirements for a special resolution of the general
shareholders’ meeting stipulated in Article 309, Paragraph 2, of the Japanese Companies Act as a two-thirds
majority vote by at least one third of shareholders with voting rights. This policy is intended to ensure smooth
operation of the general shareholders’ meeting by relaxing the quorum requirements for special resolutions in the
general shareholders’ meeting.