Fujitsu 2011 Annual Report Download - page 78

[Board of Auditors]
Existence of Board of Auditors: Yes
Number of Auditors Under the Articles of Incorporation 5
Number of Auditors: 5
Coordination between Auditors, Accounting Auditors and Internal Auditing Division
The accounting auditor, Ernst & Young ShinNihon LLC, reports to the Board of Auditors concerning the audit plan and results. The accounting
auditor also conducts exchange of opinions when needed and carries out coordinated audits of business operations.
The Corporate Internal Audit Unit (with 64 members) serves as an internal audit group. This unit audits the internal affairs of the entire
Fujitsu Group in cooperation with the internal audit groups of each Group company. The Corporate Internal Audit Unit reports once a month as a
rule to the statutory auditors on the audit plans and results of internal audits, including matters relating to group companies, and makes regular
reports (once every quarter as a rule) to the Board of Auditors and the accounting auditors.
Appointment of Outside Auditors to the Board of Auditors: Yes
Number of Outside Auditors: 3
Number of Outside Auditors Designated as Independent Officers 3
Relationship with Company (1)
Name Type of Affiliation Relationship with Company *1
a b c d e f g h i
Megumi Yamamuro Attorney j j
Hiroshi Mitani Attorney j j
Yoshikazu Amano From other company j
*1 Categories Describing Relationship with Company
a : From parent company
b : From other affiliated company
c : Principal shareholder of subject company
d : Concurrently serves as outside director 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
Independent
Officer Supplemental Explanation of Relationship
Reason Appointed as Outside Auditor
(Including reason for designation as an independent officer where applicable)
Megumi Yamamuro jProfessor, Nihon University Law School Mr. Yamamuro has extensive experience in the legal field and exten-
sive knowledge of legal matters, including Japan’s Company Law.
Mr. Yamamuro has never been an executive of a major share-
holder or major business partner of Fujitsu, or held another such
position that would compromise his independence. Since he is
independent, the company has identified Mr. Yamamuro as an
independent auditor in reports to stock exchanges in Japan.
Hiroshi Mitani jSpecial Counsel, TMI Associates Mr. Mitani 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 pros-
ecutor and as a member of the Fair Trade Commission.
Mr. Mitani has never been an executive of a major shareholder
or major business partner of Fujitsu, or held another such
position that would compromise his independence. Since he is
independent, the company has identified Mr. Mitani as an
independent auditor in reports to stock exchanges in Japan.
Yoshikazu Amano j―Mr. Amano has experience in corporate management at a
global corporation.
Moreover, Mr. Amano has never been an executive of a major
shareholder or major business partner of Fujitsu, or held
another position that would compromise his independence.
Fujitsu therefore has identified him as an independent director
in reports to stock exchanges in Japan.
FUJITSU LIMITED ANNUAL REPORT 2011076
CORPORATE GOVERNANCE