Fujitsu 2013 Annual Report Download - page 82

Shotaro Yachi jMr. Yachi has 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. Since the Company believes he is
independent, the Company has reported to securities exchanges
on which the Company is listed in Japan notifying them that he
is an independent director, in accordance with the exchanges’
listing rules.
Miyako Suda jMs. Suda has insights into monetary policy and management
insights from a global perspective.
As noted above, Ms. Suda is the sibling of a former representa-
tive director of a subsidiary of Fujitsu. However, approximately
four years has passed since the retirement of her sibling from
the position of representative director. During this time the
sibling has had no involvement with the executive management
of the Fujitsu Group. Moreover, Ms. Suda has never been a major
shareholder, nor has she held an executive management posi-
tion with a major trading partner of the Company, and Fujitsu
has thus determined that there is no risk of a conflict of interest
in representing the interests of regular shareholders, and has
reported to securities exchanges on which the Company is listed
in Japan notifying them that she is an independent director, in
accordance with the exchanges’ listing rules.
[Audit & Supervisory Board Members]
Existence of Audit & Supervisory Board Yes
Number of Audit & Supervisory Board Members Under the Articles of Incorporation Up to 5
Number of Audit & Supervisory Board Members 5
Coordination between Audit & Supervisory Board Members, Accounting Auditors, and Internal Auditing Division
The accounting auditor, Ernst & Young ShinNihon LLC, reports to the Audit & Supervisory Board 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 55 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 standing members of the Audit & Supervisory Board 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 Audit & Supervisory Board and the accounting auditors.
Appointment of External Audit & Supervisory Board Members Yes
Number of External Audit & Supervisory Board Members 3
Number of External Audit & Supervisory Board Members Designated as Independent Audit & Supervisory Board Member 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
Koji Hatsukawa Certified public accountant j j
*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 external director or Audit & Supervisory Board member of other company
e : Executive director or officer of other company
f : A spouse, relative within the third degree of kinship or other equivalent persons of an executive director or officer of the subject company or other company
having special relationship with the subject company
g : Receives compensation or other financial benefit as senior executive of parent company or subsidiary of the subject company
h : Has limited liability contract with subject company
i : Other
080 FUJITSU LIMITED ANNUAL REPORT 2013