Epson 2016 Annual Report Download - page 49

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48
(8) Accounting audits
(a) Names and other details of certified public accountants performing audits
Name of CPA Audit company No. of successive years
performing audits
Designated and Engagement
Partner,
Certified Public Accountant
Hidetoshi
Watanabe
Ernst & Young
ShinNihon LLC 3
Designated and Engagement
Partner,
Certified Public Accountant
Seiji
Yamamoto
Ernst & Young
ShinNihon LLC 3
Designated and Engagement
Partner,
Certified Public Accountant
Takahiro
Yamazaki
Ernst & Young
ShinNihon LLC 5
(b) Composition of auditing team
The auditing team comprises 52 staff including 23 certified public accountants, eight junior accountants, and 21
other accounting staff.
(9) Number of directors
Epson’s Articles of Incorporation provide for a maximum of nine directors who are not members of the Audit &
Supervisory Committee and a maximum of five directors who are members of the Audit & Supervisory
Committee.
(10) 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 Companies Act.
(11) Matters requiring resolutions of shareholders’ meetings that can be implemented by resolutions of
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 exemption from liability
When liability falls under the requirements stipulated in Article 426, Paragraph 1 of the Companies Act, the
Company’s Articles of Incorporation allow the Company to exempt the directors from liability for damages in
Article 423, Paragraph 1 of the 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.
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.
(12) 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 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 at the general
shareholders’ meeting.