Square Enix 2014 Annual Report Download - page 28

• CPAs performing audits:
Limited-liability partners: Takashi Nagasaka,
Tatsuya Yokouchi and Hiroyoshi Konno
• Personnel providing audit assistance:
15 CPAs, 9 assistant CPAs
(7) Overview of liability limitation agreements
The Company has liability limitation agreements in place with
its outside directors and audit & supervisory board
members (external) 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 each outside director
and audit & supervisory board member (external) to ¥10
million or the legally specified amount, whichever is greater,
on condition that the directors or audit & supervisory board
members have performed their duties in good faith and
without gross negligence.
(8) Prescribed number of directors
The Company’s Articles of Incorporation stipulate that the
number of directors shall not exceed 12.
(9) Resolution requirements for the election of directors
The Company’s Articles of Incorporation stipulate that
resolutions for the election of directors shall not be made by
cumulative voting, but 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.
(10) 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.
(11) Exemption from liability of directors and audit &
supervisory board members
Pursuant to Article 426, Paragraph 1, of the Companies Act,
the Company’s Articles of Incorporation stipulate that a
director (including former directors) and an audit & supervisory
board member (including former audit & supervisory board
members) 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 and audit
& supervisory board members 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 smooth proceedings of the
General Meeting of Shareholders.
2. Compensation to Statutory Audit Firm, Etc.
(1) Compensation paid to statutory audit firm
Millions of yen
Category
Fiscal year ended
March 31, 2013
Fiscal year ended
March 31, 2014
Compensation
for
statutory audit
operations
Compensation
for
non-audit
operations
Compensation
for
statutory audit
operations
Compensation
for
non-audit
operations
Parent
company 47 1 47 1
Consolidated
subsidiaries 70 — 70 —
Total 117 1 117 1
Corporate Governance
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