Fujitsu 2013 Annual Report Download - page 84

Supplemental Explanation
Total consolidated compensation is disclosed for individual directors and Audit & Supervisory Board members only if they were paid 100 million
yen or more.
No individual directors or Audit & Supervisory Board members met this criteria in fiscal 2012.
For fiscal 2012, total compensation to directors and Audit & Supervisory Board members was as follows:
• Directors 13 people, 479 million yen (Base compensation of 436 million
yen and stock-based compensation of 42 million yen)
Of which, compensation paid to external directors: 4 people, 45 million yen (Base compensation of 45 million yen)
• Audit & Supervisory Board members 6 people, 138 million yen (Base compensation of 138 million yen)
Of which, compensation paid to external Audit & Supervisory Board members: 3 people, 63 million yen (Base compensation of 63 million yen)
*1 The above includes directors and Audit & Supervisory Board members who resigned in fiscal 2012.
*2 The limit on remuneration to directors (including external 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 Audit & Supervisory Board members (including external Audit & Supervisory Board members) 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.
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 Audit & Supervisory Board members, in accordance with position and responsibilities, as com-
pensation for work responsibilities 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 Audit & Supervisory Board members.
[Support Structure for External Directors and External Audit & Supervisory Board Members]
Certain staff members of the Secretary Office are responsible for providing support to external directors and external Audit & Supervisory Board
members. In addition, the Legal Unit (Secretariat of Board of Directors’ meeting) and the Audit & Supervisory Board Members’ Office (Secretariat
of Audit & Supervisory Board meetings) are also responsible for providing support to external directors and external Audit & Supervisory Board
members. This responsibility involves complying with requests from external directors and external Audit & Supervisory Board members to pro-
vide 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 Audit & Supervisory Board members) 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 external directors and external Audit & Supervisory Board members
provide effective management oversight and auditing of the execution of duties throughout the entire Fujitsu Group by facilitating mutual com-
munication during internal audits, statutory audits, and accounting audits.
082 FUJITSU LIMITED ANNUAL REPORT 2013