Fujitsu 2012 Annual Report Download - page 79

Relationship with Company (1)
Name Type of Affiliation Relationship with Company *1
a b c d e f g h i
Haruo Ito From other company j j j j
Yoko Ishikura Scholar j j
Takashi Okimoto From other company j j
Shotaro Yachi Other j 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 Director
(Including reason for designation as independent officer where applicable)
Haruo Ito Fujitsu holds 9.96% of the shares of Fuji
Electric Co., Ltd., and a former representative
director of Fujitsu serves as a Director of Fuji
Electric. Both the former representative
director and Mr. Ito were expressly recruited
for their respective appointments based on
the management credentials each possesses,
and there is no risk that Mr. Ito’s indepen-
dence would be compromised in any way.
Similarly, Fujitsu and the Fuji Electric Group
have business dealings. However, taking into
account the scale of Fujitsu’s sales, this is not
considered material. Consequently, there is
no risk that this business relationship would
compromise Mr. Ito’s independence.
Mr. Ito is a former Representative Director of Fuji Electric Co.,
Ltd., a major shareholder of Fujitsu. The Fuji Electric Group,
including its retirement benefit trusts, as a whole holds an
11.20% equity stake in Fujitsu. Because, however, Mr. Ito has
resigned his positions as Representative Director and Director of
Fuji Electric Co., Ltd., Fujitsu has determined that there is no risk
of a conflict of interest, and has reported to securities
exchanges on which Fujitsu is listed in Japan notifying them
that he is an independent director.
Yoko Ishikura jProfessor, Graduate School of Media
Design, Keio University
Ms. Ishikura has expertise for innovation and business strate-
gies in global competition.
Moreover, Ms. Ishikura has never been an executive of a major
shareholder or major business partner of Fujitsu, or held
another position that would compromise her independence.
Fujitsu therefore has identified her as an independent director
in reports to stock exchanges in Japan.
Takashi Okimoto jMr. Okimoto is a former Representative
Director of Mizuho Corporate Bank, Ltd.,
which is a major (fourth-largest) lender to
the Fujitsu Group. Because, however, the
current balance of funds Fujitsu has bor-
rowed from Mizuho Corporate Bank is
insignificant, there is no risk that Mr.
Okimoto’s independence would be compro-
mised. Mr. Okimoto is also a former Repre-
sentative Director of Orient Corporation, a
company with which Fujitsu has business
dealings. However, taking into account the
scale of Fujitsu’s sales, this is not consid-
ered material. Consequently, there is no
risk that this business relationship would
compromise Mr. Okimoto’s independence.
Mr. Okimoto has many years of experience in corporate
management.
In addition to the information detailed in the “Supplemental
Explanation of Relationship,” more than four years have passed
between the time Mr. Okimoto resigned as Representative
Director of the bank and assumption of his position as Director
of Fujitsu. Fujitsu has thus determined that there is no risk of a
conflict of interest in representing the interests of regular share-
holders, and has reported to securities exchanges on which the
Company is listed in Japan notifying them that he is an inde-
pendent director.
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FUJITSU LIMITED ANNUAL REPORT 2012
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