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Relationship with Company (2)
Name
Independent
Audit & Supervisory
Board Member
Supplemental Explanation of
Relationship
Reason Appointed as External Audit & Supervisory Board Member
(Including reason for designation as an independent Audit & Supervisory
Board Member where applicable)
Megumi Yamamuro jMr. Yamamuro has extensive experience in the legal field and exten-
sive knowledge of legal matters, including Japan’s Companies Act.
Mr. Yamamuro has never been a major shareholder nor has he
held an executive management position with a major business
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 Audit & Supervisory Board member, in accor-
dance with the exchanges’ listing rules.
Hiroshi Mitani jMr. 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 a major shareholder nor has he held
an executive management position with a major business
partner of the Company. Since the Company he is independent,
the Company has reported to securities exchanges on which the
Company is listed in Japan notifying them that he is an inde-
pendent Audit & Supervisory Board member, in accordance with
the exchanges’ listing rules.
Koji Hatsukawa jMr. Hatsukawa has a wealth of auditing experience as a certi-
fied public accountant, and he has broad knowledge of corpo-
rate accounting.
PricewaterhouseCoopers Aarata, where Mr. Hatsukawa served
as CEO, has not performed accounting audits for Fujitsu. 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 he is an independent Audit &
Supervisory Board member, in accordance with the exchanges’
listing rules.
[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Director/Audit & Supervisory Board members: 7
Other Issues Relating to Independent Director/Audit & Supervisory Board Members
All external Director/Audit & Supervisory Board members qualified to serve as independent Director/Audit & Supervisory Board members are
identified as such.
[Incentives]
Implementation Status of Incentive Policies for Directors: Introduced compensation plan linked to the performance of the company
Supplemental Explanation
Executive compensation is comprised of the following: “Base Compensation,” specifically a fixed monthly salary in accordance with position and
responsibilities; “Stock-based Compensation,” which is a long-term incentive that emphasizes a connection to shareholder value; and “Bonuses”
that are compensation linked to short-term business performance. At the 107th Annual Shareholders’ Meeting held on June 22, 2007, a resolu-
tion terminating the retirement allowance system for directors was passed.
Stock Option Eligibility: ―
[Compensation of Directors]
Disclosure of Individual Director’s Compensation: Partial disclosure only
081
FUJITSU LIMITED ANNUAL REPORT 2013
RESPONSIBILITY