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[Compensation of Board Members]
Method of Disclosure: Included in regularly filed financial and business reports.
Scope of Disclosure: Total amounts paid to members of the board and to outside board members are
separately disclosed.
Supplemental Explanation
For fiscal 2007, total compensation to members of the board and auditors was as follows:
• Members of the Board 10 people, 630 million yen
Of which, compensation paid to outside board members 2 people, 16 million yen
• Auditors 5 people, 118 million yen
Of which, compensation paid to outside auditors 3 people, 28 million yen
* A resolution was passed regarding the payment of bonuses to Members of the Board and Auditors at the 108th Annual Shareholders’ Meeting held on June 23,
2008. We paid a total of 189 million yen to six Members of the Board (Outside Board Members excluded) and a total of 34 million yen to two Auditors (Outside
Auditors excluded). These amounts are reflected in the compensation figures presented above.
* At the 106th Annual Shareholders’ Meeting held on June 23, 2006, it was decided that total annual compensation to Members of the Board (all Members of the
Board in total) is not to exceed 600 million yen.
* At the 106th Annual Shareholders’ Meeting held on June 23, 2006, it was decided that total annual compensation to Auditors (all Auditors in total) is not to
exceed 100 million yen.
[Support Structure for Outside Board Members (and Outside Auditors)]
• Sections Responsible for Providing Support: Secretary Office, Corporate Affairs Division (Secretariat of Board meetings)
• Within the Secretary Office, there are persons responsible for providing support to outside board members and outside auditors.
[Nature of Support Provided]
In response to the requests from outside board members, necessary information about the Company (or Group information) is pro-
vided and explained.
Depending on content, particular unit managers are made available to provide explanations.
Other routine support is provided as follows:
• Communication of Board meeting schedules, distribution of meeting notices and other information.
• Other secretarial assistance when visiting the Company (usually once a month for Board meetings).
2. Issues Relating to Functions for Business Execution, Auditing, Oversight, Nominating, and
Compensation Decisions
The Board of Directors is responsible for management oversight, supervising the business execution functions of the Management
Council, an executive organ under its authority.
The Management Council deliberates upon fundamental policies and strategy regarding business management, as well as makes
decisions on important matters regarding business execution. Issues discussed by the Management Council and a summary of its
discussions are reported to the Board of Directors, which makes decisions on items of particular importance. In principle, the Manage-
ment Council meets three times a month, but meetings may be convened whenever necessary.
The auditing function is carried out by auditors, who review the Board of Directors as well as business execution functions and
attend important meetings, including meetings of the Board of Directors as well as the Management Council.
In addition, the Corporate Internal Audit Division (with 48 members as of March 31, 2008) has been established to serve as an
internal audit group. This division audits the internal affairs of the company and its affiliates, proposes improvements in their business
practices, and regularly reports its audit findings to the Management Council.
064
ANNUAL REPORT 2008FUJITSU LIMITED
CORPORATE GOVERNANCE