Epson 2014 Annual Report Download - page 37

(3) A consultant, an accounting professional such as a certified public accountant, or a legal professional
such as an attorney who, in the last three years, has received from Epson a large sum of money4 or
other property for reasons other than director remuneration (including any person who has belonged to
or been employed as an executive officer or the like with a company, union or other group that has
received such property in the last three years)
(4) A person who is a major Epson shareholder5 or a person who, within the last five years, has been an
executive officer or statutory auditor of a company that is a major Epson shareholder
(5) A person who is employed as an executive officer or statutory auditor of a company or other group in
which Epson is a major shareholder
(6) A person who has belonged within the last 10 years to an auditing company that has conducted a
statutory audit of Epson
(7) A person who has belonged to Epson’s managing underwriter within the last 10 years
(8) A person who has received a large donation6 from Epson (a person who belongs to a legal entity, union
or other group that has received a large donation from Epson and has been employed therein as an
executive officer or the equivalent)
(9) A person from a company that employs a former Epson employee as an outside director
(10) The spouse or other immediate family member of a person to whom any of items (1) through (9) apply
Notes
1A “person who receives significant business from Epson” is a person or supplier who has received
payments amounting to 2% or more of the person’s or supplier’s annual consolidated sales for any
fiscal year in the last three years.
2An “executive officer” is an employee in a senior executive management position, including executive,
managing director, operating officer, or general manager or higher position.
3A “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.
4A “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.
6A “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 two outside directors. No special interests exist between the Company and the outside
directors.
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 has an image data licensing agreement and other
business transactions with NTT Data Corporation, NTT Data Corporation is not considered a major
supplier under Epson’s outside director independence criteria.
Outside Director Hideaki Omiya is Chairman of Mitsubishi Heavy Industries, Ltd. Although Epson and
Mitsubishi Heavy Industries have bought and sold semiconductor fabrication equipment and had other
business transactions within the past three years, Mitsubishi Heavy Industries 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. (presently 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,
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