- Policy on Determining Remuneration for Directors (and Other Officers)
- Total remuneration for each officer category
- Remuneration Committee
Policy on Determining Remuneration for Directors (and Other Officers)
The Board of Directors of the Company passed a resolution on the Policy on Determining Remuneration for Directors (and Other Officers) as outlined below.
1. Basic policy
The Company will stipulate the following as basic policies for remuneration for Directors (and other officers).
-
Remuneration plans shall motivate the Group's sustainable growth and enhancement of medium- to long-term corporate value.
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Remuneration plans shall be designed to share the same value with shareholders and other stakeholders.
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Remuneration shall be set at levels that can attract and retain excellent human resources with global perspective.
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The process to determine remuneration shall ensure transparent and objective.
2. Remuneration levels
Remuneration levels shall be determined by conducting a comparative analysis of corporations with similar business activities or size to the Company, while referencing remuneration for Directors (and other officers) survey data provided by external expert organizations.
3. Remuneration structure by position
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Executive Directors
"Basic remuneration," "performance-based bonuses," and "stock remuneration" will be paid. -
Non-executive Directors who are not Audit & Supervisory Committee Members
In consideration of their position as independent from the execution of business, only basic remuneration will be paid. -
Directors who are Audit & Supervisory Committee Members
In consideration of their position as independent from the execution of business, only basic remuneration will be paid.
4. Content, etc. of remuneration
Type of remuneration and content, etc. of remuneration
| Type of remuneration | Content, etc. of remuneration | Fixed / variable | |
|---|---|---|---|
| Basic remuneration | Monthly cash in accordance with position and responsibilities | Fixed | |
| Performance-based bonus |
Cash to be paid at a fixed time each year in accordance with the consolidated performance for each fiscal year
|
Variable | |
| Stock remuneration | Performance-based post-delivery restricted stock remuneration |
Stock remuneration aimed at motivating the enhancement of medium- to long-term corporate value
|
Variable |
| Restricted stock remuneration by position |
Stock remuneration aimed at sharing value with shareholders
|
Fixed | |
Performance evaluation indicators
| Performance evaluation indicators | Reason for selection | Evaluation weight | Range of payment rate | |||
|---|---|---|---|---|---|---|
| Performance-based bonus | Consolidated operating profit margin | Because it is an indicator that appropriately reflects the profitability of the Company's business and also serves as the calculation indicator for employee bonuses | 100% | 0% to 200% | ||
| Stock remuneration | Performance-based post-delivery restricted stock remuneration | Economic value goal | Consolidated return on equity (ROE) | Evaluation of management efficiency and medium-term corporate growth | 50% | 0% to 200% |
| Social value goal | Sustainability indicators | Realization of social value goals and medium- to long-term improvement of corporate value | 50% | 0% to 100% | ||
5. Composition of remuneration
The composition of remuneration for Representative Director, President and Chief Executive Officer when the target achievement level of performance evaluation indicators for variable remuneration is 100% is generally as follows.
Composition of remuneration for Representative Director, President and Chief Executive Officer (as per design)
The composition of remuneration for Other Executive Directors is determined in consideration of the responsibilities and remuneration levels for Directors, in accordance with the composition of remuneration for the Representative Director, President and Chief Executive Officer.
6. Shareholding guidelines
The Company has established shareholding guidelines that recommend Executive Directors hold a certain level of the Company's shares based on their position, with the goal of sustainably improving corporate value and sharing medium- to long-term value with shareholders. The shareholding levels and other details in the guidelines are decided by the Board of Directors following deliberation by the Remuneration Committee.
7. Process to determine remuneration
To ensure transparency and objectivity in the process to determine remuneration, the individual remuneration amounts for officers are determined by the Board of Directors based on this policy, following deliberation by the Remuneration Committee. It should be noted that remuneration for Directors who are Audit & Supervisory Committee Members shall be determined upon consultation with Directors who are Audit & Supervisory Committee Members.
Total remuneration for each officer category (fiscal 2025)
| Business terms | Total amount of remuneration | Basic remuneration | Performance-based bonus | Restricted stock remuneration | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| by position | Performance-based post-delivery issuance type | |||||||||
| Number of persons | Total (Millions of yen) | Number of persons | Total (Millions of yen) | Number of persons | Total (Millions of yen) | Number of persons | Total (Millions of yen) | Number of persons | Total (Millions of yen) | |
| Director (Of which Outside Directors) |
7 (3) |
222 (38) |
7 (3) |
166 (38) |
3 (-) |
29 (-) |
3 (-) |
26 (-) |
3 (-) |
0 (-) |
| Directors who are Audit & Supervisory Committee Members (Of which Outside Directors) |
3 (2) |
50 (25) |
3 (2) |
50 (25) |
- (-) |
- (-) |
- (-) |
- (-) |
- (-) |
- (-) |
| Total | 10 | 273 | 10 | 217 | 3 | 29 | 3 | 26 | 3 | 0 |
Remuneration Committee
The Remuneration Committee, presided over by an Outside Director, consists of all the Outside Directors who are not Audit & Supervisory Committee Members, along with the Representative Director, President and Chief Executive Officer. For auditing purposes, one member appointed by the Audit & Supervisory Committee attends the meetings. The Committee deliberates on remuneration plans for Directors and Operating Officers as well as the contents of remuneration paid to each Director, and it then reports the deliberation results to the Board of Directors.
| Members | Three Independent Outside Directors, One Inside Director |
|---|---|
|
Seiichi Koike (Chairperson / Independent Outside Director) Masashi Hiraiwa (Independent Outside Director) Emiko Hamada (Independent Outside Director) Katsuya Sase (Representative Director, President and CEO) |
Status of activities of Remuneration Committee (fiscal 2025)
| Number of meetings held | 11 |
|---|---|
| Main matters under deliberation |
|