Square Enix 2009 Annual Report Download - page 15

(4) Overview of liability limitation agreements
The Company has liability limitation agreements in place with its
outside director and outside corporate auditors in accordance
with Article 427, Paragraph 1, of the Companies Act to limit
liabilities provided under Article 423, Paragraph 1, of the
Companies Act. These agreements limit the liability of the outside
director and each outside corporate auditor to ¥10 million or the
legally specified amount, whichever is greater, on condition that
the director or corporate auditors have performed their duties in
good faith and without gross negligence.
(5) Prescribed number of directors
The Company’s Articles of Incorporation stipulate that the number
of directors shall not exceed 12.
(6) Resolution requirements for the election of directors
The Company’s Articles of Incorporation stipulate that
resolutions for the election of directors shall be made by the
majority of votes of shareholders exercising their voting rights at
the General Meeting of Shareholders where shareholders in
attendance hold one-third or more of outstanding voting rights.
(7) Bodies able to determine dividends paid from retained
earnings
The Company’s Articles of Incorporation stipulate that matters
provided under Article 459, Paragraph 1, of the Companies Act
may be determined by the Board of Directors unless legally
stipulated otherwise. The objective of this provision is to expand
the range of options enabling flexible execution of capital policies.
(8) Exemption from liability of directors and corporate auditors
Pursuant to Article 426, Paragraph 1, of the Companies Act, the
Company’s Articles of Incorporation stipulate that a director
(including former directors) may be exempted from liability for
actions related to Article 423, Paragraph 1, of the Companies
Act, up to the limit provided by law, through a resolution passed
by the Board of Directors. This provision aims to ensure the
maintenance of an environment in which directors may exercise
their duties to the maximum of their abilities and are able to fulfill
the roles expected of them.
(9) Matters requiring special resolutions at the General Meeting of
Shareholders
The Company’s Articles of Incorporation stipulate that the special
resolutions provided under Article 309, Paragraph 2, of the
Companies Act may be passed by a majority of two-thirds or
more of the votes of shareholders present at the General Meeting
of Shareholders where shareholders in attendance hold one-third
or more of outstanding voting rights. The objective of this
relaxation of special resolution requirements is to ensure the
smooth proceedings of the General Meeting of Shareholders.
(1) Compensation paid to statutory audit firm
(2) Other significant compensation
The Company’s consolidated subsidiaries SQUARE ENIX LTD.
and SQUARE ENIX OF AMERICA HOLDINGS, INC., paid
compensation to the Ernst & Young Group amounting to ¥31
million for statutory audit operations and ¥13 million for non-audit
operations. The independent audit firm retained by the Company
is also affiliated with the international auditing network of the Ernst
& Young Group.
(3) Non-audit operations provided by statutory audit firm
The non-audit operations provided by the statutory audit firm for
which the Company paid compensation comprised of advice
relating to internal control systems, as required for financial
reporting.
(4) Policy on determining audit compensation
The Company’s policy on determining compensation for audits
conducted by the statutory audit firm takes into account such
factors as the size of the Company’s business operations, the
number of days the audit requires and unique characteristics of
the Company’s operations.
2. Compensation to Independent Audit Firm, etc.
Category Fiscal year ended March 31, 2008 Fiscal year ended March 31, 2009
Compensation for
statutory audit
operations
(Millions of yen)
Compensation for
non-audit
operations
(Millions of yen)
Compensation for
statutory audit
operations
(Millions of yen)
Compensation for
non-audit
operations
(Millions of yen)
Parent company — — 52 10
Consolidated
subsidiaries — — 78 —
Total — — 130 10
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