Fujitsu 2010 Annual Report Download - page 78

Other Issues Relating to Major Activities of Outside Auditors
In fiscal 2009, there were seventeen regularly scheduled or special meetings of the Board of Directors, for which the three outside auditors (Tamiki
Ishihara, Megumi Yamamuro and Hiroshi Mitani) had an attendance rate of about 96%, and six meetings of the Board of Auditors, for which the three
outside auditors had an attendance rate of about 94%.
[Incentives]
Implementation Status of Incentive Policies for Directors: 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 directors, we utilize both fixed compensation and compensation
tied to business performance (bonuses). At the 107th Annual Shareholders’ Meeting held on June 22, 2007, a resolution terminating the retirement
allowance system for directors was passed.
Stock Option Eligibility: Directors, outside directors, employees
Supplemental Explanation
Stock options were granted in 2001 and 2002.
In 2001, stock options were granted to 32 directors (including outside directors) and 15 employees.
In 2002, stock options were granted to 32 directors (including outside directors) and 18 employees.
[Compensation of Directors and Auditors]
Method of Disclosure: Included in regularly filed financial and business reports.
Scope of Disclosure: Total amounts paid to directors and auditors and to outside directors and outside
auditors are separately disclosed.
Supplemental Explanation
For fiscal 2009, total compensation to directors and auditors was as follows:
 
Of which, compensation paid to outside directors 3 people, 26 million yen (Basic compensation of 26 million yen)
 
Of which, compensation paid to outside auditors 4 people, 28 million yen (Basic compensation of 28 million yen)
* The above includes directors and auditors who resigned or retired in fiscal 2009.
* The limit on remuneration to directors was resolved to be 600 million yen per year, and the limit on remuneration to auditors was resolved to be 100 million yen per year
at the 106th Annual Shareholders’ Meeting held June 23, 2006. The company is paying the basic compensation shown in the above table, which is within these limits.
* The above bonus amounts were decided at the 110th Annual Shareholders’ Meeting held on June 21, 2010.
[Support Structure for Outside Directors and Outside Auditors]
Certain staff members of the Secretary Office are responsible for providing support to outside directors and outside auditors. In addition, the Legal
Unit (Secretariat of Board of Directors) and the Auditor’s Office (Secretariat of Board of Auditors) are also responsible for providing support to outside
directors and outside auditors. This responsibility involves complying with requests from outside directors or outside auditors to provide and explain
information about Fujitsu or the entire Fujitsu Group that is required for management oversight or audits. Depending on the information, relevant
business unit managers are made available to provide additional explanations. We also provide a dedicated webpage for all board members (directors
and auditors) to use to access material relevant to Board of Directors’ meetings, such as agenda items, before meetings are held in order to allow
board members to gain a proper understanding of the material.
The above measures are intended to provide indirect support to help outside directors and outside auditors provide effective management
oversight and auditing of the execution of duties throughout the entire Fujitsu Group by facilitating mutual communication during internal audits,
statutory audits and accounting audits.
076 FUJITSU LIMITED Annual Report 2010
Corporate Governance