Fujitsu 2012 Annual Report Download - page 82

For fiscal 2011, total compensation to directors and auditors was as follows:
•Directors 11people,522millionyen(Basiccompensationof409millionyen,stock-basedcompen-
sation of 34 million yen and bonuses of 78 million yen)
Of which, compensation paid to outside directors: 4 people, 43 million yen (Basic compensation of 43 million yen)
•Auditors 6people,131millionyen(Basiccompensationof131millionyen)
Of which, compensation paid to outside auditors: 4 people, 55 million yen (Basic compensation of 55 million yen)
*1 The above includes directors and auditors who resigned or retired in fiscal 2011.
*2 The limit on remuneration to directors (including outside directors) was resolved to be 600 million yen per year at the 106th Annual Shareholders’ Meeting held
June 23, 2006. The limit on remuneration to auditors (including outside auditors) was resolved to be 150 million yen per year at the 111th Annual Shareholders’
Meeting held June 23, 2011. The Company is paying the compensation shown in the above table.
*3 The above bonus amounts were decided at the 112th Annual Shareholders’ Meeting held on June 25, 2012.
Policy on Calculation and Determination of Compensation Amounts Yes
Disclosed Policy on Calculation and Determination of Compensation Amounts
Executive Compensation Policy
To secure exceptional human resources required to manage the Fujitsu Group as a global ICT company, and to further strengthen the link
between its financial performance and shareholder value, while at the same time improving its transparency, Fujitsu establishes its Executive
Compensation Policy as follows.
Executive compensation is comprised of the following: “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” that are compensation linked to short-term business performance.
Basic Compensation
•Basiccompensationispaidtoalldirectorsandauditors,inaccordancewithpositionandresponsibilities,ascompensationforworkresponsi-
bilities with regard to management oversight and the carrying out of executive responsibilities.
Stock-based Compensation
•Stock-basedcompensation,intendedfordirectorsresponsibleforcarryingoutexecutiveduties,isalong-termperformanceincentive,withthe
amount to be paid determined based on a qualitative evaluation of medium- to long-term initiatives.
•Stock-basedcompensationistobepaidforthepurchaseofthecompany’sownshares.ThesepurchasesaretobemadethroughtheDirector
Stock Ownership Plan. Shares purchased for this purpose are to be held by each director for the term of his or her service.
Bonuses
•Bonusesareshort-termperformanceincentivestobepaidtodirectorswhocarryoutexecutiveresponsibilities.Theamountofabonusisto
reflect business performance in the respective fiscal year.
•Asaspecificmethodtocalculateabonus,Fujitsuwilladopta“ProfitSharingmodel”whichusesconsolidatedoperatingincomeandconsoli-
dated net income as an index. However, bonuses will not be paid in the event of negative net income recorded under non-consolidated
accounting.
In accordance with a resolution of the Annual Shareholders’ Meeting, the total amount of basic compensation, stock-based compensation
and bonuses shall not exceed 600 million yen per year for directors and 150 million yen per year for auditors.
[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 infor-
mation, 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 and discuss 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.
2. Issues Relating to Functions for Business Execution, Auditing, Oversight, Nominating, and Compensation
Decisions Overview of Current Structure (Overview of Current Corporate Governance Structure)
The Company has a Board of Directors to serve as a body for overseeing management. The Board of Directors is responsible for management
oversight, supervising the business execution functions of the President and Representative Director and the Management Council, an executive
organ under its authority. Moreover, outside members of the board are actively recruited for positions in the Board of Directors in order to
strengthen its oversight function. The Management Council deliberates upon fundamental policies and strategy regarding business
080 FUJITSU LIMITED ANNUAL REPORT 2012