Square Enix 2012 Annual Report Download - page 17

Ryuji Matsuda is outlined in section (3) below. Nobuhiro
Saito, a corporate auditor, has many years’ experience
working at financial institutions, and possesses extensive
expertise in finance and accounting-related matters.
Information on audits by the independent audit firm is
provided in section (6) below.
Each quarter, the corporate auditors and the statutory
audit firm coordinate their activities through mutual reporting
and exchange of opinions. An appropriate forum is
convened for the exchange of opinions, and the matters
discussed during these meetings are reflected in the
performance of audit operations.
Appropriate reporting to the director responsible for
internal control on the aforementioned audit activities is
carried out through the Board of Directors and the Internal
Control Committee.
(3) Personal, financial, business or other relationships
constituting conflicts of interest between the Com-
pany and its outside director or outside corporate
auditors
The Company has one outside director and three outside
corporate auditors.
Makoto Naruke was appointed as outside director based
on his extensive and broad experience and knowledge as a
senior corporate executive. At meetings of the Board of
Directors, Naruke offers recommendations and advice to
ensure the adequacy and appropriateness of decision-making.
Ryoichi Kobayashi was appointed as an outside auditor
based on his abundant experience and extensive knowledge
gained through serving as an officer at several companies.
Kobayashi offers his opinions at meetings of the Board of
Directors and Board of Auditors as appropriate. The
Company has notified the Tokyo Stock Exchange regarding
the status of Kobayashi as an independent officer pursuant
to the rules for listed companies stipulated by the stock
exchange.
Norikazu Yahagi has served as an outside corporate
auditor at several companies, including IBM Japan, Ltd.,
where he served as a standing corporate auditor. He was
appointed as an outside auditor based on his extensive
expertise on internal control, finance and accounting-related
matters, and based on his experience in serving as a full-
time director of the Japan Corporate Auditors Association.
Yahagi offers his opinions at meetings of the Board of
Directors and Board of Auditors as appropriate. The
Company has notified the Tokyo Stock Exchange regarding
the status of Yahagi as an independent officer pursuant to
the rules for listed companies stipulated by the stock
exchange.
Ryuji Matsuda holds qualifications as an attorney and
certified public accountant (CPA). He was appointed as an
outside corporate auditor based on his extensive expertise
in finance and accounting-related matters. Matsuda offers
his opinions at meetings of the Board of Directors and Board
of Auditors as appropriate. The Company has notified the
Tokyo Stock Exchange regarding the status of Matsuda as
an independent officer pursuant to the rules for listed
companies stipulated by the stock exchange.
The Company has not established any particular
provisions regarding independence in appointing the outside
director or the outside corporate auditors but selects
individuals who can be expected to execute their duties
appropriately, from an objective and independent
perspective, to support corporate governance based on
specialized expertise in such areas as finance, accounting
and internal controls, and who are not likely to have any
conflicts of interest with general shareholders.
The outside director and outside corporate auditors
work closely with the Auditing Division, the corporate
auditors and the statutory audit firm, and are subject to
appropriate reporting and engage in an exchange of
opinions at meetings of the Board of Directors, Board of
Auditors, Internal Control Committee and other forums.
There are no conflict-of-interest relationships between
the Company and the outside director or between the
Company and the outside corporate auditors.
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