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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 sepa-
rately disclosed.
Supplemental Explanation
For fiscal 2008, total compensation to members of the board and auditors was as follows:
•MembersoftheBoard 13people,414millionyen
Of which, compensation paid to outside board members 2 people, 19 million yen
•Auditors 6people,92millionyen
Of which, compensation paid to outside auditors 3 people, 28 million yen
* The above includes directors and auditors who resigned or retired in fiscal 2008.
* Because Masamichi Ogura assumed the position of auditor after retiring from the position of director, effective as of the 108th Annual Shareholders’ Meeting held on June
23, 2008, the figures for the number of persons and the amount of compensation paid reflect his inclusion as a director for his tenure as a director and his inclusion as an
auditor for his tenure as an auditor.
* At the 106th Annual Shareholders’ Meeting held on June 23, 2006, a resolution limiting annual compensation to members of the board to no more than 600 million yen
was passed.
* At the 106th Annual Shareholders’ Meeting held on June 23, 2006, a resolution limiting annual compensation to auditors to no more than 100 million yen was passed.
* No director bonuses were paid for fiscal 2008.
[Support Structure for Outside Board Members (and Outside Auditors)]
•SectionsResponsibleforProvidingSupport:SecretaryOffice,Auditors’Office,CorporateAffairsLegal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 provided 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 execu-
tive 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 Management 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, 2009) 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.
Accounting audits are carried out by four certified public accountants (Michiko Tomonaga, Noriyuki Tsunoda, Hideaki Karaki, and Takao Kamitani)
who are associated with Ernst & Young ShinNihon LLC.
There is no nominating committee or compensation committee.
RESPONSIBILITY Corporate Governance
065
ANNUAL REPORT 2009
FUJITSU LIMITED