Fujitsu 2014 Annual Report Download - page 89

Relationship with the Company (1)
Name Type of Affiliation Relationship with the 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
Miyako Suda Scholar j
Jun Yokota Other j
*1 Categories describing relationship with the Company
a : From the parent company
b : From other affiliated company
c : Major shareholder of the subject company
d : Concurrently serves as an external director or an Audit & Supervisory Board member of other company
e : Executive director or officer of other company
f : A spouse or 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 benefits as a senior executive of the parent company or subsidiary of the subject company
h : Has a limited liability contract with the subject company
i : Other
Relationship with the Company (2)
Name
Independent
Director Supplemental Explanation of Relationship
Reason Appointed as External Director
(Including Reason for Designation as an Independent Director Where Applicable)
Haruo Ito jSenior Advisor, Fuji Electric Co., Ltd.
Mr. Haruo Ito is a former Representative Direc-
tor 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 representative director
of Fujitsu serves as a Director of Fuji Electric.
Both the former representative 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. How-
ever, 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 been appointed as an external director because he has
many years of experience in corporate management and has exten-
sive 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 approxi-
mately four years have passed since Mr. Ito’s resignation 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. There-
fore, Fujitsu considers him to be independent and has designated
him as an independent director.
Takashi
Okimoto
jPresident and Representative Director, Chuo
Real Estate Co., Ltd.
Mr. Takashi Okimoto is a former representative
director of Mizuho Corporate Bank, Ltd., the
predecessor to Mizuho Bank, Ltd., one of the
Company’s important creditors. Because,
however, the amount of money the Company
has borrowed from Mizuho Bank, Ltd. is insig-
nificant, Fujitsu has judged that it will not
compromise Mr. Okimoto’s independence.
Mr. Okimoto is a representative director of Chuo
Real Estate Co., Ltd., a company with which
Fujitsu has business dealings. However, taking
into account the scale of Fujitsu’s sales, this is
not considered material. Consequently, there is
no risk that this business relationship would
compromise Mr. Okimoto’s independence.
Mr. Okimoto has been appointed as an external director because he
has many years of experience in corporate management and has
deep insights into finance.
Because the current balance of funds Fujitsu has borrowed from
Mizuho Bank Limited is insignificant, and because more than seven
years have passed since Mr. Okimoto’s resignation from his position
as Representative Director of the Mizuho Corporate Bank, the prede-
cessor of Mizuho Bank Limited, Fujitsu has thus determined that
there is no risk of a conflict of interest in representing the interests
of regular shareholders. Therefore, Fujitsu considers him to be
independent and has designated him as an independent director.
Miyako Suda jMs. Suda has been appointed as an external director because she
has insights into monetary policy and management insights from a
global perspective.
Ms. Suda is the sibling of a former Representa tive Director of a subsid-
iary of Fujitsu. However, approximately five years has passed since
the retirement of her sibling from the position of Representative
Director. During this time the sibling has had no involvement with the
executive management of the Fujitsu Group. Moreover, Ms. Suda has
never been a major shareholder, nor has she held an executive
management posi tion with a major trading partner of the Company,
and Fujitsu has thus determined that there is no risk of a conflict of
interest in representing the interests of regular shareholders. There-
fore, Fujitsu considers her to be independent and has designated her
as an independent director.
087
FUJITSU LIMITED ANNUAL REPORT 2014
MANAGEMENT FACTS & FIGURESRESPONSIBILITYPERFORMANCE
CORPORATE GOVERNANCE