CAPCOM IR

(as of January 4, 2010)

Capcom has nine directors, including three external directors. The opinions and advice of the auditors improve the transparency and reliability of the board of directors. The external directors also strengthen the board's ability to supervise management while facilitating more lively discussions. In addition, Capcom uses the corporate auditor system. The board of auditors has four members, including two external auditors. The external auditors attend meetings of the board of directors and other important meetings, provide objective and fair opinions, and perform other activities. This enables the external auditors to closely supervise the directors to ensure that they perform their duties in a manner that is legal and appropriate. Capcom also uses the executive officer system. By separating the roles of the board of directors, which determines management policies, and the executive officers, who conduct business operations, we have a framework that facilitates rapid decision-making as well as speedy and flexible business operations.

Corporate Auditor (full-time) Shoji Yamaguchi	Apr  1962 Entered into National Tax Administration Agency Jun  1990 Nagoya Regional Tax Tribunal Chief Appeals Judge Aug  1992 Councilor of Business Promotion Dept. of The Sumitomo Trust & Banking Co., Ltd. Jun  2001 Corporate Auditor of the Company (full-time) (to present)
Corporate Auditor (full-time) Kazushi Hirao	Apr  1975 Entered into Hitachi Zosen Corporation Apr  1987 Assistant Manager of the said company Jun  1988 Entered into the Company Apr  1997 General Manager of Overseas Business Dept. of the Company Jul  1999 Corporate Officer, General Manager of Overseas Business Dept. of the Company Oct  2002 General Manager of General Affairs Dept. of the Company Apr  2004 Senior Manager of Investor Relations Section of the Company Jun  2004 Corporate Auditor of the Company (full-time) (to present)
Corporate Auditor Masanao Iechika	Apr  1962 Lawyer (to present) Apr  1981 Vice President of Osaka Bar Association, Director of Japan Federation of Bar Association Mar  1988 Member of Commercial Law Committee of Judicial System and Research Dept. of Ministry of Justice Jun  2002 Director of the Company Jun  2004 Professor of the Konan Law School Jun  2008 Corporate Auditor of the Company (to present)
Corporate Auditor Koji Takito	Apr  1967 Entered National Police Agency Aug  1970 Chief of Foreign Affairs Section, Security Bureau, Yamaguchi Prefectural Police Headquarters Jul  1978 Chief of Public Security First Section, Public Security Bureau, Tokyo Metropolitan Police Department Apr  1986 Chief of Security Office, Public Security Second Section, Security Bureau, National Police Agency Aug  1986 Head of Security Police Training Division, National Police Academy Sep  1990 Chief, Okayama Prefectural Police Headquarters Sep  1992 Deputy Director-General of Secretariat of the Commissioner General, National Police Agency Apr  1994 Chief, Hyogo Prefectural Police Headquarters Aug  1996 Deputy Superintendent-General, Tokyo Metropolitan Police Department Jul  2004 Chairman of the Board, Horse Racing Security Association May  2008 Advisor, Mitsubishi Motors Corporation (to present) Jun  2008 Corporate Auditor of the Company (to present)

Capcom’s Board of Corporate Auditors consists of four auditors including two from outside the company.
We perform our daily audit responsibilities in accordance with the auditing policy and job descriptions established by the Board of Corporate Auditors. To do so, we maintain close communication with the Board of Directors, Office of Internal Auditing and other employees to collect relevant information and to lay the groundwork for audits. Also, we attend important corporate meetings such as board meetings to receive activity reports from directors and other key managers on their day-to-day execution of operational duties, ask them for clarification as required, review documents of important corporate decisions, and investigate the status of operations and financial status of the company.
Since fiscal 2006, it has become our responsibility to monitor and verify the effectiveness of the system that ensures directors’ day-to-day execution of their duties is compliant with laws and regulations, as well as of the internal control system designed to ensure the company’s business operations are conducted appropriately. We maintain close communication with directors at our subsidiaries, exchange information with them and obtain updated business reports from them as the need arises.

Notes) Messrs. Shoji Yamaguchi, Koji Takito are External Auditors.

Compensation for the directors and corporate auditors of Capcom were as follows for the year that ended in March 2009.

Compensation
Corporate auditors: 60 million yen for 6 individuals (including 39 million yen for 4 outside corporate auditors)

Notes) The amount of compensation includes the allowance for retirement benefits for corporate auditors applicable to the fiscal year and gratuities to 2 corporate auditors to resign.

The external directors were selected for the following reasons.

Shoji Yamaguchi :
Selected based on overall assessment including knowledge of taxes, character, insight, experience in business operations and other factors

Koji Takito :
Selected as an individual with the skills to help ensure legal compliance based on work experience, insight, experience and other factors