Fujitsu 2007 Annual Report Download - page 45

We are taking into consideration the opinions of our account-
ing auditors as we implement the project to construct an internal
control system that will ensure the validity and reliability of our
financial reports.
(II) Directors’ Remuneration
Total remuneration paid to directors and auditors during the
fiscal year under review is described below.
Total
No. of remuneration
Position recipients (millions of yen)
Directors 10 345
Of which, outside (2) (15)
Auditors 5 66
Of which, outside (3) (22)
Notes: 1. By a resolution passed at the 106th Annual Shareholders’ Meeting on June 23,
2006, the upper limit of annual remuneration for all directors was set at ¥600
million.
2. By a resolution passed at the 106th Annual Shareholders’ Meeting on June
23, 2006, the upper limit of annual remuneration for all auditors was set at
¥100 million.
3. No bonuses were paid to directors or auditors during the fiscal year under
review.
4. At the 107th Annual Shareholders’ Meeting on June 22, 2007, a resolution
was passed granting retirement allowances to retiring members of the Board
of Directors and the Board of Auditors and final payments of retirement allow-
ances in conjunction with the abolition of the retirement allowance system for
directors and auditors. These payments amounted to a total of ¥1,131 million
for the 10 directors as of March 31, 2007 (including a total of ¥21 million for
two outside directors), and a total of ¥70 million for the five auditors as of
March 31, 2007 (including a total of ¥15 million for three outside auditors).
These amounts have not been included in the above table.
(III) Remuneration Paid to Accounting Auditors
Total remuneration to be paid by the Company and its consoli-
dated subsidiaries to Ernst & Young ShinNihon during the fiscal
year under review is described below.
Of which,
Total paid by
remuneration the Company
Type (millions of yen) (millions of yen)
Sum to be paid as remuneration
for performing the audit under
Article 2, Paragraph 1 of the
Certified Public Accountants Law 625 250
Sum to be paid for other services 14 –
Total 640 250
Notes: 1. The Company does not clearly differentiate the amounts of compensation for
an audit under the Securities Exchange Law from an audit under the Com-
pany Law. Consequently the amounts stated above include compensation for
the audit under the Company Law.
2. Some of the Company’s subsidiaries employ the services of auditing firms
other than the accounting auditor.
(IV) Activities of Outside Officers
Name Activities
Outside Directors Kunihiko Sawa Attended 94% of the Board of
Directors meetings held during the
year under review and made com-
ments based on his deep insight into
the businesses of the Company.
Ikujiro Nonaka Attended 69% of the Board of
Directors meetings held during the
year under review and made com-
ments from his extensive experience
in business administration.
Outside Auditors Yoshiharu Inaba Attended 81% of the Board of
Directors meetings and 100% of the
Board of Auditors meetings held
during the year. He made comments
at the Board of Directors meetings
and the Board of Auditors meetings
based on his deep insight into the
businesses of the Company.
Tamiki Ishihara Attended 88% of the Board of
Directors meetings and 100% of the
Board of Auditors meetings held
during the year under review. He did
not make a comment at the Board
of Directors meetings held during
the year, but he made comments at
meetings of the Board of Auditors
from his specialized viewpoint on
finance and accounting.
Megumi Yamamuro Attended 94% of the Board of
Directors meetings and 100% of the
Board of Auditors meetings held
during the year under review. He
made comments at the Board of
Directors meetings and the Board of
Auditors meetings from his special-
ized viewpoint as an attorney.
Notes: 1. In the year under review, the Board of Directors met 16 times and the Board
of Auditors met six times.
2. Although Hiroshi Oura does not meet the legal definition of an outside director
under the Company Law, we call on him to fulfill the role of an outside director
to help strengthen management oversight. Mr. Oura attended 100% of the
Board of Directors meetings held during the year under review and made
comments based on his deep insight into the businesses of the Company.
Annual Report 2007 43