Epson 2013 Annual Report Download - page 37

36
Notes
*1: A "person who receives significant business from Epson" is a person or supplier who has received
payments amounting to 2% or more of the person or supplier's annual consolidated sales for any fiscal
year in the last three years.
*2: An "executive officer" is an employee in a senior executive management position, including executive,
managing director, operating officer, or general manager or higher position.
*3: A "person who is a major business partner of Epson" is a person or customer who has furnished Epson
with payments amounting to 2% or more of Epson's annual consolidated sales for any fiscal year in
the last three years.
*4: A "large sum of money" is, in the case of an individual, an amount which, on average in any of the last
three years, is equal to ¥10,000,000 or more, or, in the case of a group, equivalent to 2% or more of
the group's total revenue.
*5. "Major shareholder" means a person who owns, either directly or indirectly, 10% or more of the
outstanding voting rights.
*6: A "large donation" is a donation in an amount which, on average in any of the last three years, exceeds
the greater of ¥10,000,000 or 30% of the group's total annual expenses.
Outside directors
Epson's board has one outside director. No special interests exist between the Company and the outside
director.
The outside director, Toshiharu Aoki, was an executive at Nippon Telegraph and Telephone Corporation
and at NTT Data Corporation. Epson has not had business transactions with Nippon Telegraph and
Telephone Corporation over the last three years. Although Epson had business transactions with NTT Data
Corporation, which Epson has engaged primarily to build internal information systems, NTT Data
Corporation is not considered a major supplier under Epson's outside director independence criteria.
Outside statutory auditors
Each of Epson’s three outside statutory auditors draws on a wealth of experience and keen insight when
conducting audits, and offers frank opinions to the board of directors. No special interests exist between the
Company and any of the outside statutory auditors.
Outside statutory auditor Yoshiro Yamamoto is a former Fuji Bank, Ltd. (now Mizuho Corporate Bank,
Ltd.) executive who has been retired from the bank for more than 10 years. He was invited to become an
auditor because he fit the needs of the Company and for no other reason, such as a recommendation by Fuji
Bank, Ltd. Net interest-bearing liabilities account for only a small percentage of the Company's total assets,
and the Company's dependence on bank loans is low. Furthermore, the Company deals with multiple
financial institutions and does not depend on Mizuho Corporate Bank, Ltd. for a high proportion of its
borrowing. There is therefore no special relationship between the Company and Mizuho Corporate Bank,
Ltd., and Mizuho Corporate Bank, Ltd. does not influence Epson's decision-making.
Outside statutory auditor Kenji Miyahara was an executive at Sumitomo Corporation. Epson has not had
business transactions with Sumitomo Corporation over the last three years.
Outside statutory auditor Michihiro Nara is an attorney, but the Company has never engaged him or the law
office to which he belongs to perform duties under an advisory agreement or under any other separate
agreement, nor does it plan to do so in the future.
There is no particular system of coordination between outside statutory auditors and audit functions in the
Group; however, statutory auditors actively consult with the internal Auditing Office and independent
public accountants. Each time an issue is identified by an audit, details are passed on to the outside
statutory auditors to keep them informed as appropriate. Moreover, statutory auditors participate in the
Compliance Committee, which supervises compliance programs, and they actively seek explanations from
departments where there has been an important incident involving internal control. Statutory auditors are
thus kept abreast of operational issues and the status of measures to address those issues.
(4) Director remuneration
Basic policy
Directors serve to enhance corporate value, both in the immediate and long terms, and Epson has designed
its system of director remuneration to provide them with incentives to improve business performance.