Fujitsu 2009 Annual Report Download - page 66

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Relationship with Company (1)
Name Type of Affiliation Relationship with Company*1
a b c d e f g h i
Tamiki Ishihara From other company
Megumi Yamamuro Attorney
Hiroshi Mitani Attorney
*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 Auditor
Tamiki Ishihara Fujitsu has a business relationship with Seiwa Sogo Tatemono Co.,
Ltd., where Tamiki Ishihara serves as Corporate Advisor.
Because, with long experience in the finance indus-
try, he has extensive knowledge of finance and
accounting issues.
Megumi Yamamuro AttorneyandProfessoroftheUniversityofTokyoGraduateSchoolfor
Law and Politics
Because he has extensive experience in the legal field
and has extensive knowledge of legal matters, includ-
ing the Company Law.
Hiroshi Mitani Attorney and Special Counsel, TMI Associates Because he has a deep understanding of not only
legal affairs, but also of economic, social and other
factors that affect the management of a company
due to his service as a public prosecutor and as a
member of the Fair Trade Commission.
Other Issues Relating to Major Activities of Outside Auditors
In fiscal 2008, there were sixteen regularly scheduled or special meetings of the Board of Directors, for which the three outside auditors (Yoshiharu Inaba,
Tamiki Ishihara, and Megumi Yamamuro) had an attendance rate of about 86%, and eight meetings of the Board of Auditors, for which the three outside
auditors had an attendance rate of about 96%.
[Incentives]
Implementation Status of Incentive Policies for Members of the
Board:
Introduced bonus system linked to the performance of the company, and
introduced stock option plan.
Supplemental Explanation
To achieve clear management accountability, with respect to compensation paid to members of the board, we utilize both fixed compensation and
compensation tied to business performance (bonuses). At the 107th Annual Shareholders’ Meeting held on June 22, 2007, a resolution terminating the
retirement allowance system for members of the board was passed.
Stock Option Eligibility: Members of the board, outside board members, employees
Supplemental Explanation
Stock options were granted in 2001 and 2002.
In 2001, stock options were granted to 32 members of the board (including outside board members) and 15 employees.
In 2002, stock options were granted to 32 members of the board (including outside board members) and 18 employees.
Corporate Governance
064 ANNUAL REPORT 2009
FUJITSU LIMITED