Fujitsu 2008 Annual Report Download - page 65

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Relationship with Company (2)
Name Supplemental Explanation of Relationship Reason Appointed as Outside Auditor
Yoshiharu Inaba Fujitsu holds 5.0% of the shares of Fanuc Ltd., where Yoshiharu
Inaba serves as President and CEO, and a member of the board
of Fujitsu serves as a statutory auditor of Fanuc Ltd. Fujitsu has
business dealings with Fanuc Ltd.
Because he has extensive knowledge of Fujitsu’s
business.
Tamiki Ishihara Fujitsu has a business relationship with Seiwa Sogo Tatemono
Co., Ltd., where Tamiki Ishihara serves as Corporate Advisor.
Because, with long experience in the finance
industry, he has extensive knowledge of finance
and accounting issues.
Megumi Yamamuro Attorney and Professor of the University of Tokyo Graduate
School for Law and Politics
Because he has extensive experience in the legal
field and has extensive knowledge of legal mat-
ters, including the Company Law.
Other Issues Relating to Major Activities of Outside Auditors
In fiscal 2007, there were nineteen regularly scheduled or special meetings of the Board of Directors, for which the three outside audi-
tors had an attendance rate of about 91%, and eight meetings of the Board of Auditors, for which the three outside auditors had an
attendance rate of about 96%.
[Incentives]
Implementation Status of Incentive Policies for Members
of the Board:
Introduced bonus system linked to the performance of the company,
and introduced stock option plan.
Supplemental Explanation
To achieve clear management accountability, with respect to compensation paid to members of the board, we utilize both fixed
compensation and compensation tied to business performance (bonuses). In addition, in accordance with a resolution made at a
meeting of the Board of Directors held on April 26, 2007, the following changes were made to the compensation system for members
of the board:
• At the 107th Annual Shareholders’ Meeting held in June 2007, the retirement allowance system for members of the board was terminated.
• Amounts previously paid in retirement allowances were incorporated in to the basic (monthly) compensation paid to members of
the board, divided into the fixed compensation portion and the portion tied to business performance.
• To promote greater transparency, bonuses for members of the board are subject to approval at the Annual Shareholders’ Meeting.
Stock Option Eligibility: Members of the board, outside board members, employees
Supplemental Explanation
Stock options were granted in 2001 and 2002.
In 2001, stock options were granted to 32 members of the board (including outside board members) and 15 employees.
In 2002, stock options were granted to 32 members of the board (including outside board members) and 18 employees.
063
ANNUAL REPORT 2008FUJITSU LIMITED
CORPORATE GOVERNANCE