Fujitsu 2014 Annual Report Download - page 91

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Hiroshi Mitani jMr. Mitani has been appointed as an Audit & Supervisory Board
member (external) because he 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 part-
ner of the Company. Therefore, Fujitsu considers him to be inde-
pendent and has designated him as an independent member of
the Audit & Supervisory Board.
Koji Hatsukawa jMr. Hatsukawa has been appointed as an Audit & Supervisory
Board member (external) because he 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. Therefore,
Fujitsu considers him to be independent and has designated him
as an independent member of the Audit & Supervisory Board.
[Independent Directors/Independent Members of the Audit & Supervisory Board]
Number of Independent Directors/Independent Members of the Audit & Supervisory Board: 7
Other Issues Relating to Independent Directors/Independent Members of the Audit & Supervisory Board
All external directors/Audit & Supervisory Board members (External) qualified to serve as independent directors/independent members of the
Audit & Supervisory Board 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
Supplemental Explanation
Total consolidated compensation is disclosed for individual directors and Audit & Supervisory Board members only if they were paid ¥100 million
or more.
No individual directors or Audit & Supervisory Board members met this criteria in fiscal 2013.
For fiscal 2013, total compensation to directors and Audit & Supervisory Board members was as follows:
• Directors 16 people, ¥453 million (Base compensation of ¥326 million,
stock-based compensation of ¥38 million, bonuses of ¥89
million)
Of which, compensation paid to external directors: 5 people, ¥45 million (Base compensation of ¥45 million)
• Audit & Supervisory Board members 6 people, ¥107 million (Base compensation of ¥107 million)
Of which, compensation paid to Audit & Supervisory Board members (External) : 4 people, ¥41 million (Base compensation of ¥41 million)
*1 The above includes directors and Audit & Supervisory Board members who resigned in fiscal 2013.
*2 The limit on remuneration to directors (including external directors) was resolved to be ¥600 million per year at the 106th Annual Shareholders’ Meeting
held June 23, 2006. The limit on remuneration to Audit & Supervisory Board members (including Audit & Supervisory Board members (external)) was
resolved to be ¥150 million per year at the 111th Annual Shareholders’ Meeting held June 23, 2011. The Company is paying the compensation, shown above.
Policy on Calculation and Determination of Compensation Amounts: Yes
089
FUJITSU LIMITED ANNUAL REPORT 2014
MANAGEMENT FACTS & FIGURESRESPONSIBILITYPERFORMANCE
CORPORATE GOVERNANCE