Square Enix 2011 Annual Report Download - page 20

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(11) 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.
(12) 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.
2. Compensation to Independent Audit Firm, etc.
(1) Compensation paid to statutory audit firm
(2) Other significant compensation
Fiscal year ended March 31, 2010
The Company’s consolidated subsidiaries SQUARE ENIX OF
EUROPE HOLDINGS LTD. and SQUARE ENIX OF AMERICA
HOLDINGS, INC. paid compensation to the Ernst & Young
Group amounting to ¥126 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.
Fiscal year ended March 31, 2011
The Company’s consolidated subsidiaries SQUARE ENIX OF
EUROPE HOLDINGS LTD. and SQUARE ENIX OF AMERICA
HOLDINGS, INC. paid compensation to the Ernst & Young
Group amounting to ¥92 million for statutory audit operations
and ¥19 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
Fiscal year ended March 31, 2010
The non-audit operations provided by the statutory audit
firm for which the Company paid compensation comprise
such operations as the preparation of correspondences to
securities firms relating to the issuance of corporate bonds.
Fiscal year ended March 31, 2011
The non-audit operations provided by the statutory audit
firm for which the Company paid compensation comprise
such operations as the provision of guidance and advice
regarding the preparation of English-language financial
statements.
(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 scale of the Company’s
business operations, the number of days required to
conduct audits and the characteristics of the operations
performed.
Corporate Governance
Millions of yen
Category
Fiscal year ended
March 31, 2010
Fiscal year ended
March 31, 2011
Compensation
for
statutory audit
operations
Compensation
for
non-audit
operations
Compensation
for
statutory audit
operations
Compensation
for
non-audit
operations
Parent
company 52 51 52 1
Consolidated
subsidiaries 78 — 78 —
Total 130 51 130 1
18