Nissan 2007 Annual Report Download - page 49

(4) Audit of financial statements
The Company appoints Ernst & Young ShinNihon as its independ-
ent auditors. The Certified Public Accountants engaged in the
audits of financial statements are as follows:
The name of the Certified Public Accountants engaged in the
financial statement audit
Designated and Engagement Partner Yasunobu Furukawa
Designated and Engagement Partner Kenji Ota
Designated and Engagement Partner Yoji Murohashi
Designated and Engagement Partner Takeshi Hori
* As the years of continuous service in audit are less than seven years for all the
Certified Public Accountants, the relevant statement is omitted.
* Ernst & Young ShinNihon has taken its own autonomous measures so that
each Engagement Partner is not involved in the audit of the Company’s
accounting for a period over a predetermined tenure.
Assistants to the audit of the financial statements include 13
Certified Public Accountants, 22 junior accountants and four oth-
ers, including system specialists.
(5) Relationships between external Directors and external Corporate
Auditors and the Company
Shemaya Levy, the Company’s external Director, had served as
Senior Vice President of Renault from March 2002 to March
2004, and Renault held 44.3% of the shares of the Company’s
common stock as of March 31, 2007.
Takeo Otsubo and Toshiyuki Nakamura—the Company’s exter-
nal Corporate Auditors—have no particular business relationship
with the Company.
Haruo Murakami, the Company’s external Corporate Auditor,
currently serves as a Part-Time Counselor for SOFTBANK TELE-
COM Corp. There are business transactions between SOFTBANK
TELECOM and the Company: SOFTBANK TELECOM provided
the Company with various services and facilities such as network
maintenance and telephone lines during the fiscal year under
review. However, Mr. Murakami himself does not have a direct
business relationship with the Company.
(6) Number of Directors
The Company stipulates in the Articles of Incorporation that the
number of Directors of the Company shall be six or more.
(7) Resolution requirement for election of Directors
The Company stipulates in the Articles of Incorporation that resolu-
tions for the election of Directors shall be adopted by a majority vote
of the shareholders present who hold one-third (1/3) or more of the
voting rights of shareholders entitled to exercise voting rights.
(8) Decision-making organization with respect to interim dividend
The Company stipulates in the Articles of Incorporation that the deci-
sion on the payment of interim dividend shall be made by the resolu-
tion of the Board of Directors for the purpose of returning profit to
shareholders in a flexible manner.
(9)
Decision-making organization with respect to acquisition of own shares
The Company stipulates in the Articles of Incorporation that the
Company may, by resolution of the Board of Directors, acquire its
own shares through market trading etc. as provided for in Article 165,
Paragraph 2 of the Corporation Law for the purpose of implementing
the Company’s capital strategy in a flexible manner.
2. Compensation paid to Directors and Corporate Auditors
Compensation paid to the Company’s Directors consists of a fixed
amount of remuneration in cash and share appreciation rights as
resolved at the 104th annual shareholders’ meeting held on June 19,
2003. The cash remuneration is limited to a maximum of ¥2.6 billion
per annum as resolved at the 106th annual shareholders’ meeting
held on June 21, 2005, and the amount to be paid to each Director is
determined based on the business results and reflecting the firm’s
global competitiveness.
On the other hand, the share appreciation rights are given as
incentives to the Directors to stimulate their motivation to the sustain-
able and profitable growth of the Company. This incentive is linked to
the Company’s medium- or long-term business results and is limited
to the equivalent of 6 million shares of the Company’s common stock
per annum.
The remuneration paid to the Corporate Auditors is limited to a
yearly amount of ¥120 million as resolved at the 106th annual share-
holders’ meeting held on June 21, 2005. This compensation is
designed to promote stable and transparent auditing.
For the current fiscal year, the aggregate amount disbursed to the
Directors and the Corporate Auditors was ¥2,518 million to nine
Directors and ¥68 million to four Corporate Auditors. These amounts
include a total amount of ¥45 million disbursed to an external
Director and three external Corporate Auditors. In addition, share
appreciation rights equivalent to 5.1 million shares were granted to
eight Directors. (For reference, the fair value of these shares calculat-
ed using the share price when the appreciation rights were granted
would be ¥222.30 per share.) The number of share appreciation
rights authorized to be exercised will be decided in response to the
predetermined achievement degree of each Director’s performance
targets, with the upper limit corresponding to the aforementioned 5.1
million shares.
3. Remuneration to independent auditors
Remuneration paid to the independent auditors is summarized as
follows:
• Remuneration for services stipulated by the Certified Public
Accountant Law, Article 2, Paragraph 1 (Law No. 103, 1948), for
the current fiscal year: ¥521 million
• Remuneration for other services for the current fiscal year: ¥17 million
4. Outline of the limited liability contract with external Directors
and Corporate Auditors
The Company’s external Directors and Corporate Auditors hold a limit-
ed liability contract with the Company as stipulated by Article 423,
paragraph 1, of the Company law. The contract prescribes that the
maximum amount for which the external directors and auditors are
liable shall be the higher of ¥5 million or the lowest limit specified
by statute.
Nissan Annual Report 2006-2007 47
FINANCIAL SECTION»