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39
Annual Report 2006
(II) Directors’ Compensation
Compensation paid to directors and auditors during the fiscal
year under review is described below.
(Millions of yen)
Fixed Retirement
compensation Bonuses Allowances
Total Total Total
People Amount People Amount People Amount
Directors 12 245 0 0 2 45
Of which, outside 2 9 – – – –
Auditors 7 54 0 0 2 15
Total 19 299 0 0 4 60
Notes: 1. By resolutions passed at the Annual Shareholders’ Meeting, the upper
limits of compensation for all directors and all auditors, respectively, were
as follows:
Directors: ¥60 million per month (Resolution passed at the Annual Share-
holders’ Meeting in 1991.)
Auditors: ¥5 million per month (Resolution passed at the Annual Share-
holders’ Meeting in 1989.)
The upper limits were amended by a resolution passed at the Annual
Shareholders’ Meeting held on June 23, 2006, as follows:
Directors: ¥600 million per month
Auditors: ¥100 million per month
2. The numbers of directors and auditors in the table above include direc-
tors and statutory auditors who resigned in June 2005.
(III) Compensation Paid to Accounting Auditors
Total compensation to be paid by the Company and its consoli-
dated subsidiaries to Ernst & Young ShinNihon: ¥682 million.
Of this amount, the sum to be paid as compensation for perform-
ing the audit under Article 2.1 of the Certified Public Accoun-
tants Law (Act No. 103, 1947): ¥597 million.
Of this amount, the sum to be paid by the Company as com-
pensation to the accounting auditors: ¥224 million.
The Company does not clearly differentiate the amounts of
compensation for an audit under the former Law for Special
Exceptions to the Commercial Code Concerning Auditors of
Kabushiki Kaisha (Act No. 22 in 1974) from an audit under the
Securities and Exchange Law (Act No. 25 of 1948), and the
amount stated above thus includes the compensation for the audit
under the Securities and Exchange Law.
Annual Shareholders’ Meeting
Election/dismissalElection/dismissal Election/dismissal
Report
Report
Report
Report
Supervision
Board of Directors
10 directors (including 2 outside directors)
Audit
Audit
Audit
Audit Audit
Board of Statutory Auditors
5 auditors (including 3 outside auditors) Accounting Auditor
Election/dismissal/
supervision
President & Representative Director
Management Council
Decisions re. business execution
Management Strategy Council
Decisions re. management strategy
Corporate Internal
Audit Division
Instruction/report
Instruction/direction
Executive
Functions
The FUJITSU Way
Promotion Council
Compliance Committee
Risk Management Committee
Environmental Committee
Executive Officers
(52 corporate executive officers)
Business Groups/Group Companies
(vi) Our Corporate Governance System