Corporate Governance

This section includes the matters of consolidated companies. This section refers to the matters as of June 27, 2014, unless otherwise indicated.

1. Corporate Governance

(1) Basic Policy of Corporate Governance

Under its basic philosophy "A company is a public entity of society," the Company has long been committed to corporate governance. The Company's corporate governance system is based on the Board of Directors, which is responsible for deciding important operational matters for the whole Group and monitoring the execution of business by Directors, and Audit & Supervisory Board Members (A&SBMs) and the Audit & Supervisory Board (A&SB), which are independent from the Board of Directors and responsible for auditing the performance of duties by Directors.

In October, 2012, the Company established the Corporate Strategy Head Office, which is responsible for formulating and promoting group-wide strategies and other matters from the perspective of an investor. At the same time, the Company divided parts of functions such as the Corporate R&D Group and the Corporate Legal Affairs Division, which had previously been functions of the head office, and incorporated those functions into the Professional Business Support Sector in order to support the performance of business operations by the Divisional Companies and the business divisions.

In April, 2013, the Company introduced the business division system and positioned business divisions as basic management units. In FY2014, the Company has forty-three (43) business divisions and each of the business divisions is autonomously managed to formulate its respective midterm management plans and business plans, and is responsible for R&D, production and sales as well as its cash and profit management on a global basis. In addition, four (4) Divisional Companies (Appliances, Eco Solutions, AVC Networks and Automotive & Industrial Systems), the aggregation of the business divisions, support the business division system. The Company has established the following corporate governance system suitable for the Company's business structure based on the four (4) Divisional Companies and fortythree (43) business divisions.

(2) Corporate Governance Structure

The Board of Directors and Executive Officer System

The Company's Board of Directors is composed of seventeen (17) Directors including three (3) Outside Directors. In accordance with the Company Law of Japan and related laws and ordinances (collectively, the "Company Law"), the Board of Directors has ultimate responsibility for administration of the Company's affairs and monitoring of the execution of business by Directors.

The Company has an optimum management and governance structure tailored to four (4) Divisional Company-based management structures. Under this structure, the Company has empowered each of four (4) Divisional Companies and business divisions through delegation of authority. At the same time, the Company employs an Executive Officer system to provide for the execution of business at its various domestic and overseas Group companies. This system facilitates the development of optimum corporate strategies that integrate the Group's comprehensive strengths. The Company has twenty (20) Executive Officers (excluding those who concurrently serve as Directors), which include senior managements of each of four (4) Divisional Companies, senior officers responsible for certain foreign regions and officers responsible for corporate functions.

In addition, in order to ensure swift and strategic decision-making, along with sound and appropriate monitoring at the same time, the Board of Directors, as a decision-making body for Group-wide matters, concentrates on decisions about the corporate strategies and the supervision of the four (4) Divisional Companies, while Executive Officers have been delegated with the authority to handle responsibilities relating to day-to-day operations at each of the four (4) Divisional Companies. Taking into consideration the diversified scope of its business operations, the Company has opted to maintain a system where Executive Officers, who are most familiar with the specifics of the operations, take an active part in the Board of Directors. Moreover, to clarify the responsibilities of Directors and create a more dynamic organization of the Board of Directors, the Company has limited the term of each Director to one year.

Audit & Supervisory Board Members (A&SBMs) and Audit & Supervisory Board (A&SB)

Pursuant to the Company Law, the Company has elected A&SBMs and established A&SB, made up of A&SBMs. The A&SBMs and A&SB monitor the status of corporate governance and audit the day-to-day activities of management, including the performance of duties by Directors. The Company has five (5) A&SBMs, including three (3) Outside A&SBMs.
Additionally, the Company elected A&SBMs who have substantial finance and accounting knowledge. A&SBMs participate in the general meetings of shareholders and the Board of Directors, receive reports from Directors, Executive Officers, employees and Accounting Auditors, and exercise other auditing authority granted to A&SBMs under the law. Fulltime Senior A&SBMs also attend important meetings and conduct visiting audits to business offices in order to ensure effective audits. In order to augment the internal auditing functions in the Group, the Company assigns nine (9) full-time Audit & Supervisory Officers (A&SOs), who directly report to the Senior A&SBMs of the Company, to the four (4) Divisional Companies. The Company also inaugurated regular Panasonic Divisional Companies Audit & Supervisory Officers' Meeting (comprising a total of eleven (11) members, of which two (2) are Senior A&SBMs of the Company and nine (9) are A&SOs of the Divisional Companies ) chaired by the Senior A&SBM of the Company and the Panasonic Group Audit & Supervisory Board Members' Meeting (comprising a total of thirty-two (32) members, of which two (2) are Senior A&SBMs of the Company, nine (9) are A&SOs of each Divisional Company and twenty-one (21) are A&SBMs of the Group Companies) to enhance coordination among the Company's A&SBMs, A&SOs of the Divisional Companies and audit & supervisory board members of the Group companies, for effective functioning of the entire group corporate governance structure. In addition, in the course of the performance of their duties, A&SBMs maintain close contacts with the Internal Audit Department and other departments, which perform business audits and internal control audits, to ensure the efficiency of audits. A&SBMs regularly receive from the Internal Audit Department and other sections regular reports regarding the status involving the internal control system and results of audits. A&SBMs may request the Internal Audit Group or Accounting Auditors to conduct an investigation, if necessary. Also, in order to enhance the effectiveness of the audits conducted by A&SBMs and to ensure the smooth implementation of audits, the Company has established a A&SBM's Office with six (6) full-time staff under the direct control of the A&SB.

Mr. Yoshihiro Furuta, a Senior A&SBM of the Company, has substantial finance and accounting knowledge, having held the position of General Manager, Accounting, at Matsushita Electric Works, Ltd. Mr. Toshio Kinoshita, Outside A&SBM of the Company, has substantial finance and accounting knowledge, having held the career experiences with a corporate accounting in global companies in Japan and overseas for long periods as a certified public accountant.

All of the Outside Directors and Outside A&SBMs are notified to the Japanese stock exchanges as "independent directors/audit & supervisory board members" defined in article 436, paragraph 2 of Securities Listing Regulations of the Tokyo Stock Exchange and are unlikely to have any conflict of interests with Panasonic's shareholders.

Group Executive Committee for Deliberating Important Matters

In October 2012, the Company established and has operated the Group Executive Committee for Deliberating Important Matters, where discussions are conducted prior to the Board of Directors, with the aim of ensuring productive deliberations at the Board of Directors. At the Group Executive Committee for Deliberating Important Matters, matters deemed to be important, such as investments over a certain amount and Group-wide management systems and measures are deliberated. The members of the Committee are the President and Executive Officers whose job functions are related to the matters to be discussed. The officers responsible for businesses or job functions related to the matters also join the meeting, if necessary.

Group Strategy Meeting

In July 2012, the Company established the Group Strategy Meeting to discuss the Company's mid-term and longterm strategies and certain important issues. The meeting is generally held twice a month. The attendees consist of approximately ten (10) people in managerial positions called as the Group Management Team and include the President and the presidents of four (4) Divisional Companies. The officers of related businesses and functions also join the meeting, depending on the matter to be discussed. By integrating meetings for discussing and sharing information regarding groupwide issues into the Group Strategy Meeting, the Company is capable of prioritizing and promptly discussing important group-wide issues.

Corporate Governance Structure (Functions of the Board of Directors, Executive Officers and Audit & Supervisory Board, etc.)

*1: Complementing a decision-making in the Board of Directors
*2: Including the affiliate business divisions and companies (Japan and overseas), etc.

(3) Basic Policy on Internal Control Systems and Status of the Development of the System

The Board of Directors has determined the Company's basic policy regarding the development of internal control systems, as outlined below. It was decided at the Board of Directors held on July 31, 2013 that this basic policy should be retained.
The details are as follows:

Basic Policy Regarding the Development of Internal Control Systems

(a) System for ensuring legitimacy of the execution of duties by Directors

The Company shall ensure legitimacy of the execution of duties by Directors by developing effective corporate governance and monitoring systems, as well as increasing awareness about compliance.

(b) System for retention and management of information on the execution of duties by Directors

The Company shall retain and manage information on the execution of duties by Directors in accordance with laws and ordinances and the internal regulations of the Company.

(c) Regulations and other systems for risk management

The Company shall establish regulations for risk management, collect and assess information on risks in an integrated and comprehensive fashion in order to identify material risks, take countermeasures that match the materiality of each risk and seek continuous improvements through monitoring the progress of such countermeasures.

(d) System for ensuring efficiency of the execution of duties by Directors

The Company shall ensure efficiency of the execution of duties by Directors by clarifying business goals through business plans and other measures, and examining the status of achievement of such goals, while seeking to expedite decisionmaking.

(e) System for ensuring legitimacy of the execution of duties by employees

The Company shall seek to increase awareness of compliance by employees by clarifying the Company's policy regarding compliance. The Company shall also ensure legitimacy of the execution of duties by employees by developing effective monitoring systems.

(f) Matters concerning employees who assist A&SBMs in auditing, and matters concerning the independence of such employees from Directors

The Company shall establish an organization independent from Directors and have employees to assist for A&SBMs in order to enhance the effectiveness of audits by A&SBMs and facilitate the effective performance of audits.

(g) System for reporting to A&SBMs

The Company shall ensure that there is a system by which Directors and employees, etc. can report to A&SBMs.

(h) System for ensuring effectiveness of audits by A&SBMs

The Company shall develop a system in which effective audits can be executed in accordance with the audit plan established by A&SBMs each year.

(i) System for ensuring the properness of operations of the Group

The Company shall ensure that the Group companies follow the management policy and management philosophy of the Company and the basic policy in (a) through (h) above, in order to ensure the proper execution of businesses for the Group as a whole, while at the same time respecting the Group companies' autonomous management.

Status of Development

(a) System for ensuring legitimacy of the execution of duties by Directors

The Company established internal regulations such as the Panasonic Code of Conduct, which provides specific guidelines for the implementation of management philosophy, the Code of Ethics for Directors and Executive Officers, and other internal rules. The Company also delegates responsibilities relating to execution of business to Executive Officers, with decisions subjected to resolutions of the Board of Directors. The Company also realigned the role and structure of the Board of Directors to concentrate on corporate strategies and the supervision of the Divisional Companies and under such system the responsibility of Directors are clarified. Moreover, audits are conducted by A&SBMs and the A&SB. Each of Divisional Companies also has a management committee and an A&SO, corresponding to the Board of Directors meeting and the A&SBMs at the Company, respectively.

(b) System for retention and management of information on the execution of duties by Directors

The minutes of meetings of the Board of Directors are recorded for each the Board of Directors and retained permanently by the Secretariat of the Board of Directors. The records of final decisions by the President are also retained permanently by the department in charge.

(c) Regulations and other systems for risk management

Based on Basic Risk Management Regulations, the Company identifies material risks by collecting and assessing information on risks in an integrated and comprehensive fashion through the Global and Group (G&G) Risk Management Committee and takes countermeasures that match the materiality of each risk.

(d) System for ensuring efficiency of the execution of duties by Directors

The Company expedites decision-making through the Group Executive Committee for Deliberating Important Matters, the internal rule of the approval procedures for material matters, clear separation of roles for Directors and Executive Officers, the bold transfer of authority to each of Divisional Companies and business division, the holding of Group Strategy Meetings, and the implementation of an IT system that ensures the rapid and accurate collection and transmission of vital management information. Also, the Company established the midterm management plan, the business plan and other measures, and planned and implemented the measures by confirming and examining the status at the time of financial settlement of monthly accounts.

(e) System for ensuring legitimacy of the execution of duties by employees

The Company makes efforts to detect fraudulent acts at an early stage through performing operational and internal control audits, operating the corporate whistleblower hotline and other measures, as well as establishing internal rules such as the Panasonic Code of Conduct and conducting various activities including the generating of the corporate compliance committee. Also, with regard to antisocial forces, the Company thoroughly prevents any relationships with antisocial forces by assigning persons-in-charge of preventing undue claims at the department which handle such claims.

(f) Matters concerning employees who assist A&SBMs in auditing and matters concerning independence of such employees from Directors

The Company established the Audit & Supervisory Board Members' Office to which the full-time employees assisting the A&SBMs is, under the direct control, which is separate from other executive departments.

(g) System for reporting to A&SBMs

Directors and employees, etc report on business operations and issues to A&SBMs at regular meetings held by A&SBMs or at other important meetings by requesting A&SBMs to attend, as necessary. The Company also established a system by which employees, etc. can report directly to the A&SB about concerns with regard to accounting or auditing irregularities.

(h) System for ensuring effectiveness of audits by A&SBMs

The Company has A&SOs at each of Divisional Companies. who assists A&SBMs in auditing compliance status. The Company also established and operates the Meeting of Panasonic Group Audit & Supervisory Board Members chaired by the Senior A&SBM in order to enhance collaboration among the Company's A&SBMs and the A&SOs of Divisional Companies. Moreover, each department has been cooperating to enhance the effectiveness of audits by A&SBMs through each department's collaboration during the visiting audits of business offices inside and outside Japan by A&SBMs and through the Internal Audit Department's reports to A&SBMs at appropriate times.

(i) System for ensuring properness of operations of the Group

The Company established the Panasonic Code of Conduct, and it also exercises its rights as the shareholder of the Group companies and dispatches Directors and A&SBMs to the Group companies. In addition, the Company established the approval procedures for final decisions on material matters, and established function-related regulations across the Group.
Moreover, the Internal Audit Department conducts periodic audits on the Company's business and internal control audits. Steps are also taken to share business goals through the announcement of the business policies and the distribution of appropriate information by internal notices. In addition, the Company oversees the activities of publicly listed subsidiaries to ensure that they engage in the appropriate implementation and management of these systems.

Furthermore, the framework described above ensures that operations are proper, enabling the Group to establish the internal controls necessary for financial reporting based on Financial Instruments and Exchange Act.

Notes: 1. "Group companies" means subsidiaries as stipulated in the Company Law of Japan.
2. From April 2, 2014, the Meeting of Panasonic Group Audit & Supervisory Board Members was reorganized to Panasonic Divisional Companies Audit & Supervisory Officers' Meeting which comprises of Senior A&SBMs of the Company and A&SOs of each Divisional Company. To enhance its Group auditing systems, the Company established Panasonic Group Audit & Supervisory Board Members' Meeting which comprises of the members of Panasonic Divisional Companies Audit & Supervisory Officers' Meeting and A&SBMs of the Group Companies.

(4) The status of the Company's internal system concerning timely disclosure of corporate information

Under its management philosophy, "A company is a public entity of society," the Company has been committed to highly transparent business activities and endeavored to be accountable its accountability to its stakeholders. The Company's basic policy concerning information disclosure is set forth in the "Panasonic Code of Conduct," which prescribes specific items to be complied with in order to put the Group's business policy into practice, and is published on the Company's website and elsewhere. The Company's basic policy concerning information disclosure is to provide the Company's fair and accurate financial information and corporate information, including management policies, business activities and corporate social responsibility (CSR) activities, in a timely, appropriate and easily understandable manner.

In accordance with this basic policy, important matters concerning the management of the Group are resolved or reported at the Board of Directors pursuant to the Regulations of the Board of Directors. These important matters and other matters, which are required to be disclosed under relevant laws and ordinances and the rules of financial instruments exchanges or any other regulations, are timely and accurately reported from each relevant department, that has the important internal information, to the department that handles relevant information under the monitoring of the Director in charge of Accounting and Finance, so that important information is gathered.

Also, if any of the matters which are required to be disclosed under relevant laws and ordinances and the rules of financial instruments exchanges or any other regulations occur with respect to the Company's business divisions including subsidiaries, such matter is required to be immediately reported to the "Corporate Accounting Group" or the "Corporate Finance & IR Group", depending upon the nature thereof; Thus, the Company has established a structure whereby these matters can be identified within the Company.

With respect to the information gathered or identified, the Company determines the necessity of disclosure thereof in accordance with relevant laws and ordinances and the rules of financial instruments exchanges or any other regulations, and makes efforts to conduct the disclosure at the time that the organization, which substantially decides on executions of business of the Company, makes a resolution or determination, or becomes aware of the occurrence of the relevant matter.

In addition, the Company endeavors to confirm the details and expressions of the disclosure with the relevant departments within the Company and outside legal counsel to ensure the accuracy, fairness and adequacy of the disclosure.

Moreover, the Company has established disclosure control procedures in order to comply with relevant laws and ordinances, the rules of financial instruments exchanges and any other regulations, and to implement the fair, accurate and timely disclosure of information about the Company Group, etc. In the process of preparation and confirmation of annual securities reports, quarterly reports and annual reports, the Disclosure Committee, which is comprised of managers from principal departments that handle relevant information, confirms the validity of the content of the descriptions and the appropriateness of the procedures concerning the disclosure under the supervision of the President and the Director in charge of Accounting and Finance, who are responsible for establishing, maintaining and ensuring the effectiveness of the internal control and disclosure control of the Company. The chairman of the Disclosure Committee is appointed by the President and the Director in charge of Accounting and Finance, and the members of the Disclosure Committee are appointed by the chairman of the Disclosure Committee. The Disclosure Committee also develops, maintains, improves and evaluates the internal control procedures concerning disclosure.

(5) Internal Control Over Financial Reporting

The Company has documented the actual status of its internal control system, with integrated control provided by the Internal Control Promotion Office, in order to ensure reliability in the financial reporting of the Panasonic Group including its subsidiaries, ranging from the control infrastructure to actual internal control activities. Specifically, the Company has reinforced its internal controls by implementing self-checks and self-assessment programs at each of the Divisional Companies and business divisions, etc. Then, Internal Auditing Managers of the Divisional Companies appointed by the Company at each of the Divisional Companies, etc. conduct audits. Basing on the audits, the Internal Control Promotion Office supervises the whole-group internal control audits in order to confirm the effectiveness of each company's financial reporting. With the aim of further enhancing the Group's internal control system, in fiscal 2014 Panasonic had approximately 400 personnel assigned to conduct internal audits in the Internal Auditing Group.

Note: As of October 1, 2014, the function of internal control over financial reporting was transferred from Internal Auditing Group to Internal Control Promotion Office which is under Accounting and Finance Director.

(6) Amount of compensation for Directors and Audit & Supervisory Board Members (A&SBMs)

With respect to the remuneration for Directors and A&SBMs, the maximum total amounts of remuneration for all Directors and A&SBMs of the Company are respectively determined by a resolution at a general meeting of shareholders. The remuneration amount for each Director is determined by the Company's Representative Directors who have been delegated by the Board of Directors to make such determination based on a certain standard of the Company, and the remuneration amount for each A&SBM is determined upon discussions among the A&SBMs.

In order to align compensation for Directors according to their respective contribution to the management of the Company, the amounts of remuneration and bonuses for Directors are linked to individual performance and based on the management control indices such as free cash flow and CCM. By implementing this performance evaluation criteria based on shareholder interests, the Company intends to promote continuous growth and enhance profitability on a long-term basis for the Group as a whole.

(Note) CCM (Capital Cost Management) is a management control index developed by the Company to evaluate return on capital.

The Company introduced a stock-type compensation stock option plan for Directors of the Company (excluding Outside Directors) by the resolution at the 107th Ordinary General Meeting of Shareholders of Panasonic which was held on June 26, 2014, for the purpose of providing an incentive for Directors to further contribute to the improvement of longterm operating results and higher corporate value through sharing the benefits and risks of share price fluctuations with Panasonic's shareholders.

(7) Status of accounting audit

Panasonic Corporation has an auditing agreement with KPMG AZSA LLC for this company to conduct the accounting audit of Panasonic Corporation. The following is accountants who conducted the accounting audit Panasonic Corporation. The number of years each accountant had continued to audit the Company is seven years or less.


CPA having executed
accounting audit works
Audit corporation
to which CPA belongs
Tetsuzo HamajimaKPMG AZSA LLC
Takashi KondoKPMG AZSA LLC
Sungjung HongKPMG AZSA LLC

Working with to assist the above accountants in conducting audit of Panasonic Corporation were 161 certified public accountants and 98 other people.

(8) Outside Directors and Outside Audit & Supervisory Board Members (A&SBMs)

The Company elects three (3) Outside Directors and three (3) Outside A&SBMs.

Mr. Ikuo Uno, an Outside Director of the Company, is an executive advisor to the Board of Nippon Life Insurance Company.
Although Nippon Life Insurance Company is one of the Major Shareholders of Panasonic, Mr. Uno does not have any other noteworthy relationships with the Company. Mr. Yoshio Sato, an Outside A&SBM of the Company, is Chairman and Representative Director of Sumitomo Life Insurance Company. Although Sumitomo Life Insurance Company is one of the Major Shareholders of Panasonic, Mr. Sato does not have any other noteworthy relationships with the Company.

For the three (3) Outside Directors, the Company makes its decisions concerning the independence of Outside Directors based on the policy to the effect that the Outside Directors do not have any conflict of interest in light of relationships between the Company and the Outside Directors or other entities or organizations to which the Outside Directors belong to so as to maintain independence that will enhance and strengthen the effectiveness of the monitoring performed by the Board of Directors regarding the execution of business by Directors from an objective and neutral standpoint. For the three (3) Outside A&SBMs, the Company makes its decisions concerning the independence of the Outside A&SBMs based on the policy to the effect that the Outside A&SBMs do not have any conflict of interest in light of relationships between the Company and the Outside A&SBMs or other entities or organizations to which the Outside A&SBMs belong to so as to maintain independence and enhance and strengthen the effectiveness of the audits performed by A&SBMs regarding the execution that will business by Directors, from an objective and neutral standpoint.

Outside Directors directly or indirectly cooperate with the internal audit, audit by A&SBMs and accounting audit, receive reports from the Internal Control Department and conduct an effective monitoring through reports on financial results at the Board of Directors and through reviews of the basic policy regarding the development of the internal control systems and other methods.

Outside A&SBMs directly or indirectly cooperate with the internal audit, audit by A&SBMs and accounting audit, receive reports from the Internal Control Department and conduct an effective monitoring through reports on financial results at the Board of Directors, through reviews of the basic policy regarding the development of internal control systems, exchanges of opinions and information at A&SB and other methods.

Note: Major Shareholders: Shareholders listed in (7) Major Shareholders of 1. Information on the Company's Stock, etc.

(9) Contract between the Company and Outside Directors / Outside Audit & Supervisory Board Members (A&SBMs) under Paragraph 1 of Article 427 of the Company Law

The Company has entered into liability limitation agreements with all Outside Directors and Outside A&SBMs, respectively, which limit the amount of their liability under Article 423, Paragraph 1 of the Company Law to the aggregate of the amounts specified in Article 425, Paragraph 1 of the Company Law, if they perform their duties in good faith and without significant negligence.

(10) Matters to be resolved at general meetings of shareholders that can also be resolved by the Board of Directors

The Company stipulates in its Articles of Incorporation that unless otherwise provided by law, the Company may determine, by a resolution of the Board of Directors, a distribution of surplus or any other matters set forth in each item of Article 459, Paragraph 1 of the Company Law. This is to enable the Company to more flexibly distribute profits to shareholders based on its consolidated business performance and to repurchase and cancel its own stock under its basic policy of providing returns to shareholders.

The Company, pursuant to Article 426, Paragraph 1 of the Company Law, stipulates in its Articles of Incorporation that it may, by a resolution of the Board of Directors, exempt a Director (including a former Director) and a A&SBM (including a former A&SBM) from being held liable for his/her actions as set forth in Article 423, Paragraph 1 of the Company Law to the extent permitted by applicable laws and ordinances, to enable the Directors and A&SBMs to perform their duties in a satisfactory manner.

(11) Requirements for the adoption of resolutions for the election of Directors

The Company stipulates in its Articles of Incorporation that the presence of shareholders representing one-third or more of the voting rights held by the total shareholders entitled to exercise their voting rights and a majority of the votes held by those shareholders are required for the adoption of resolutions necessary to approve the election of Directors.

(12) Requirements for the adoption of special resolutions of general meetings of shareholders

The Company stipulates in its Articles of Incorporation that the presence of shareholders representing one-third or more of the voting rights held by the total shareholders entitled to exercise their voting rights and two-thirds of the votes held by those shareholders are required for the adoption of special resolutions of general meetings of shareholders which are stipulated in Article 309, Paragraph 2 of the Company Law. By relaxing the requirements for a quorum for special resolutions of general meetings of shareholders, deliberations for those resolutions can be made with certainty.

(13) Information on shareholdings

(a) Investment securities held for purposes other than pure investment

Number of stock names: 163
Total amount recorded in the balance sheet of the Company: 66,618 million yen

(b) Stock name, number of shares, amount recorded in the balance sheet, and purpose of holding regarding investment securities held for purposes other than pure investment

(As of March 31, 2013)
Specified investment securities


Stock nameNumber of shares
(shares)
Balance sheet
amount
(Millions of yen)
Purpose of holding
Toyota Motor Corporation9,000,00043,740Maintaining and enhancing of relationship
with issuer and business transactions
Tesla Motors, Inc.1,418,5735,055Maintaining and enhancing of relationship
with issuer and business transactions
Tokyo Broadcasting System Holdings, Inc.3,083,1804,344Maintaining and enhancing of relationship
with issuer and business transactions
Honda Motor Co., Ltd.1,000,0003,555Maintaining and enhancing of relationship
with issuer and business transactions
Daiwa House Industry Co., Ltd.1,530,0002,785Maintaining and enhancing of relationship
with issuer and business transactions
WOWOW INC.11,0042,722Maintaining and enhancing of relationship
with issuer and business transactions
Toray Industries, Inc.4,214,0002,680Maintaining and enhancing of relationship
with issuer and business transactions
Sekisui House, Ltd.1,112,0711,422Maintaining and enhancing of relationship
with issuer and business transactions
Mazda Motor Corporation3,495,030982Maintaining and enhancing of relationship
with issuer and business transactions
Joshin Denki Co., Ltd.1,085,004974Maintaining and enhancing of relationship
with issuer and business transactions

(As of March 31, 2014)
Specified investment securities


Stock nameNumber of shares
(shares)
Balance sheet
amount
(Millions of yen)
Purpose of holding
Tesla Motors, Inc.1,418,57330,434Maintaining and enhancing of relationship
with issuer and business transactions
Tokyo Broadcasting System Holdings, Inc.3,083,1803,678Maintaining and enhancing of relationship
with issuer and business transactions
Renesas Electronics Corporation4,166,6003,279Maintaining and enhancing of relationship
with issuer and business transactions
Toray Industries, Inc.4,214,0002,874Maintaining and enhancing of relationship
with issuer and business transactions
Daiwa House Industry Co., Ltd.1,530,0002,679Maintaining and enhancing of relationship
with issuer and business transactions
Mazda Motor Corporation3,495,0301,601Maintaining and enhancing of relationship
with issuer and business transactions
Sekisui House, Ltd.1,112,0711,425Maintaining and enhancing of relationship
with issuer and business transactions
Gorenje gospodinjski aparati, d.d.2,320,1861,420Maintaining and enhancing of relationship
with issuer and business transactions
EPCO Co.,Ltd.694,0001,386Maintaining and enhancing of relationship
with issuer and business transactions
Joshin Denki Co., Ltd.1,085,004895Maintaining and enhancing of relationship
with issuer and business transactions

Regarded as holding securities


Stock nameNumber of shares
(shares)
Balance sheet
amount
(Millions of yen)
Purpose of holding
Toyota Motor Corporation3,000,00017,478Have a right to exercise of voting rights
Honda Motor Co., Ltd.1,000,0003,634Have a right to exercise of voting rights

(c) Equity securities for pure investment

Not applicable.

2. Audit Fees

(1) Fees to Certified Public Accountants


CategoryFiscal year ended March 31, 2013Fiscal year ended March 31, 2014
Fees for audit services
(Millions of yen)
Fees for non-audit
services
(Millions of yen)
Fees for audit services
(Millions of yen)
Fees for non-audit
services
(Millions of yen)
Panasonic Corporation729-71573
consolidated subsidiaries6793579-
Total1,40831,29473

(2) Other fees

In addition to the above, audit fees paid by Panasonic Corporation and its consolidated subsidiaries to the Company's accounting auditor, KPMG AZSA LLC Group (including KPMG and its group firms which belong to the same network as KPMG AZSA LLC), were 2,101 million yen for the fiscal year ended March 31, 2013, and 2,510 million yen for the fiscal year ended March 31, 2014, respectively. These fees are mainly paid for audit services. Some consolidated subsidiaries paid audit fees to other accounting auditors which do not belong to the same network as KPMG AZSA LLC Group. These fees are mainly paid for audit services.

(3) Descriptions of non-audit services to the Company

Non-audit services to the Company in the fiscal year ended March 31, 2013 and 2014 include agreed-upon procedures to which the fee is charged.

(4) Policy on determination of audit fees

For determining the amount of audit fees, the Company considers matters that include the number of days of audit, taking into consideration of the size of the Company, the scope and characteristics of the audit, etc.