Fujitsu 2009 Annual Report Download - page 65

Relationship with Company (1)
Name Type of Affiliation Relationship with Company *1
a b c d e f g h i
Ikujiro Nonaka Scholar
Haruo Ito Other company
Masayasu Kitagawa Scholar
*1 Categories Describing Relationship with Company
a : From parent company
b : From other affiliated company
c : Major shareholder of subject company
d : Concurrently serves as outside board member or outside auditor of other company
e : Director or executive officer of other company
f : Close relative by blood or marriage to director or executive officer of the subject company or other designated interested party
g : Receives compensation or other material benefit as senior executive of parent company or subsidiary of the subject company
h : Has limited liability contract with subject company
i : Other
Relationship with Company (2)
Name Supplemental Explanation of Relationship Reason Appointed as Outside Board Member
Ikujiro Nonaka ProfessorEmeritus,HitotsubashiUniversity Because he has a high level of expertise in business
administration.
Haruo Ito Haruo Ito is President and Representative Director of Fuji Electric
Holdings Co., Ltd., the holding company of the Fuji Electric Group,
which holds 5.47% of Fujitsu’s shares as well as an additional 5.94% of
Fujitsu’s shares as trust account assets for employee retirement ben-
efits. In addition, Fujitsu holds 9.96% of the shares of Fuji Electric, and
a senior executive advisor to Fujitsu serves as a Director of Fuji Electric
Holdings. Fujitsu has business dealings with the Fuji Electric Group.
Because he has extensive knowledge of Fujitsu’s
business.
Masayasu Kitagawa Professor,OkumaSchoolofPublicManagement,WasedaUniversity Because he has broad insight and experience as
someone responsible for running an organization
due to his service as a governor and as a member of
the House of Representatives.
Other Issues Relating to Major Activities of Outside Board Members
In addition to the outside board members listed above, we have called upon Hiroshi Oura, Senior Executive Advisor of Advantest Corporation, to fill the
role of an outside board member in strengthening management oversight. However, since he was once a member of the board, he does not meet the
legal definition of an outside board member under Japan’s Company Law. Fujitsu Limited has business dealings with Advantest.
In fiscal 2008, there were sixteen regularly scheduled or special meetings of the Board of Directors, and the three outside board members (Hiroshi
Oura, Ikujiro Nonaka, and Haruo Ito), including Hiroshi Oura, had an attendance rate of approximately 92%.
[Board of Auditors]
Existence of Board of Auditors: Yes
Number of Auditors: 5
Coordination between Auditors and Accounting Auditors
The auditors meet with the accounting auditors during six regularly scheduled meetings each year to exchange information and advice and reach mutual
understanding regarding important audit issues, risk evaluations relating to internal control audits, and other matters.
Coordination between Auditors and Internal Auditing Division
The auditors receive reports on the audit system and audit plans from the Corporate Internal Audit Division at the start of each reporting period. Then,
during the period, the auditors get reports on the results of internal audits and exchange information and advice to reach mutual understanding with
the Corporate Internal Audit Division.
Appointment of Outside Auditors to the Board of Auditors: Yes
Number of Outside Auditors: 3
RESPONSIBILITY Corporate Governance
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ANNUAL REPORT 2009
FUJITSU LIMITED