Fujitsu 2012 Annual Report Download - page 81

Hiroshi Mitani jSpecial Counsel, TMI Associates Mr. Mitani has a deep understanding of not only legal affairs,
but also of economic, social, and other factors that affect the
management of a company due to his service as a public pros-
ecutor and as a member of the Fair Trade Commission.
Mr. Mitani has never been an executive of a major shareholder
or major business partner of Fujitsu, or held another such
position that would compromise his independence. Since he is
independent, the company has identified Mr. Mitani as an
independent auditor in reports to stock exchanges in Japan.
Yoshikazu Amano jMr. Amano is a former Senior Managing
Officer of Toyota Motor Corporation, a
company with which Fujitsu has business
dealings. However, taking into account the
scale of Fujitsu’s sales, this is not consid-
ered material. Consequently, there is no
risk that this business relationship would
compromise Mr. Amano’s independence.
Mr. Amano has experience in corporate management at a
global corporation.
In addition to the information detailed in the “Supplemental
Explanation of Relationship,” Mr. Amano has never been an
executive of a major shareholder or major business partner of
Fujitsu, or held another position that would compromise his
independence. Fujitsu therefore has identified him as an inde-
pendent director in reports to stock exchanges on which the
Company is listed in Japan.
[Independent Officers]
Number of Independent Officers 7
Other Issues Relating to Independent Officers
All outside officers qualified to serve as independent officers are identified as such.
[Incentives]
Implementation Status of Incentive Policies for Directors Introduced bonus system linked to the performance of the company
Supplemental Explanation
To achieve clear management accountability, with respect to compensation paid to directors, we utilize basic compensation, specifically a fixed
monthly salary in accordance with position and responsibilities; stock-based compensation, which is a long-term incentive that emphasizes a
connection to shareholder value; and bonuses, which are compensation linked to short-term business performance. At the 107th Annual Share-
holders’ Meeting held on June 22, 2007, a resolution terminating the retirement allowance system for directors was passed.
Stock Option Eligibility –
[Compensation of Directors]
Disclosure of Individual Director’s Compensation Partial disclosure only
Supplemental Explanation
Total consolidated compensation is disclosed for individual directors and auditors only if they were paid 100 million yen or more.
Total compensation and total compensation by type for directors and auditors who were paid 100 million yen or more during fiscal 2011 is as
follows.
•MichiyoshiMazuka,RepresentativeDirectorandChairman
From Fujitsu: 113 million yen (Basic compensation of 84 million yen, stock-based compensation of 8
million yen and bonuses of 20 million yen)
From consolidated companies: —
Total: 113 million yen (Basic compensation of 84 million yen, stock-based compensation of 8
million yen and bonuses of 20 million yen)
•MasamiYamamoto,President
From Fujitsu: 113 million yen (Basic compensation of 84 million yen, stock-based compensation of 8
million yen and bonuses of 20 million yen)
From consolidated companies: —
Total: 113 million yen (Basic compensation of 84 million yen, stock-based compensation of 8
million yen and bonuses of 20 million yen)
* The above bonus amount was a directors’ bonus paid by resolution of the 112th Annual Shareholders’ Meeting held on June 25, 2012.
Note: Michiyoshi Mazuka (Representative Director and Chairman) became Chairman of the Board of Directors at the close of the 112th Annual Shareholders’ Meeting
held on June 25, 2012.
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FUJITSU LIMITED ANNUAL REPORT 2012
Responsibility