Fujitsu 2013 Annual Report Download - page 81

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Relationship with Company (1)
Name Type of Affiliation Relationship with Company *1
a b c d e f g h i
Haruo Ito From other company j j j j
Takashi Okimoto From other company j j j j
Shotaro Yachi Other j j
Miyako Suda Scholar j
*1 Categories Describing Relationship with Company
a : From parent company
b : From other affiliated company
c : Major shareholder of subject company
d : Concurrently serves as external director or Audit & Supervisory Board member of other company
e : Executive director or officer of other company
f : A spouse, relative within the third degree of kinship or other equivalent persons of an executive director or officer of the subject company or other company
having special relationship with the subject company
g : Receives compensation or other financial benefit as senior executive of parent company or subsidiary of the subject company
h : Has limited liability contract with subject company
i : Other
Relationship with Company (2)
Name
Independent
Director Supplemental Explanation of Relationship
Reason Appointed as External Director
(Including reason for designation as independent director where applicable)
Haruo Ito jSenior Advisor, Fuji Electric Co., Ltd.
Mr. Haruo Ito is a former Representative
Director and current Senior Advisor of Fuji
Electric Co., Ltd., a major shareholder of
Fujitsu.
Fujitsu holds 9.96% of the shares of Fuji
Electric Co., Ltd., and a former representa-
tive director of Fujitsu serves as a Director
of Fuji Electric. Both the former representa-
tive director and Mr. Ito were expressly
recruited for their respective appointments
based on the management credentials
each possesses, and there is no risk that
Mr. Ito’s independence would be compro-
mised in any way. Similarly, Fujitsu and the
Fuji Electric Group have business dealings.
However, taking into account the scale and
nature of those transactions, the Company
judges that Mr. Ito’s independence will not
be compromised.
Mr. Ito has many years of experience in corporate management
and has extensive knowledge of the Company’s business
operations.
The Fuji Electric Group, including its retirement benefit trusts, as
a whole holds an 11.20% equity stake in Fujitsu. However, as
approximately three years have passed since Mr. Ito’s resigna-
tion from his positions as Representative Director and Director
of Fuji Electric Co., Ltd., Fujitsu has determined that there is no
risk of a conflict of interest in representing the interests of
regular shareholders, and has reported to securities exchanges
on which the Company is listed in Japan notifying them that he
is an independent director, in accordance with the exchanges’
listing rules.
Takashi Okimoto jPresident and Representative Director,
Chuo Real Estate Co., Ltd.
Mr. Takashi Okimoto is a former Representative
Director of Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.) which is a
major lender to the Fujitsu Group. How-
ever, as the current balance of funds
Fujitsu has borrowed from Mizuho Corpo-
rate Bank, Ltd. is insignificant, there is no
risk that Mr. Okimoto’s independence
would be compromised. Mr. Okimoto is
also President and Representative Director,
Chuo Real Estate Co., Ltd., a company with
which Fujitsu has business dealings. How-
ever, taking into account the scale and
nature of these transactions, the Company
judges that this business relationship will
not compromise Mr. Okimoto’s independence.
Mr. Okimoto has many years of experience in corporate man-
agement and has deep insights into finance.
Because the current balance of funds Fujitsu has borrowed from
Mizuho Corporate Bank is insignificant, and because more than
six years have passed since Mr. Okimoto’s resignation from his
position as Representative Director of the bank, Fujitsu has
thus determined that there is no risk of a conflict of interest in
representing the interests of regular shareholders. Therefore,
Fujitsu has reported to securities exchanges on which the
Company is listed in Japan notifying them that he is an indepen-
dent director, in accordance with the exchanges’ listing rules.
079
FUJITSU LIMITED ANNUAL REPORT 2013
RESPONSIBILITY