Fujitsu 2012 Annual Report Download - page 80

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Shotaro Yachi j– The Company proposes that Mr. Yachi be appointed as an
Outside Director in light of his deep political and economic
insights from a global perspective based on his many years of
involvement in foreign policy at the Ministry of Foreign Affairs of
Japan.
Furthermore, Mr. Yachi is not a major shareholder nor has he
held an executive management position with a major trading
partner of the Company, and therefore the Company believes he
is independent. Fujitsu therefore has identified him as an
independent director in reports to stock exchanges on which the
Company is listed in Japan.
[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 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. Yamamuro as an independent auditor in
reports to stock exchanges in Japan.
078 FUJITSU LIMITED ANNUAL REPORT 2012