Officer Compensation
Basic Policy on Executive Compensation
Our company has established an executive compensation system based on the Basic Policy on Corporate Governance, with the aim of contributing to the continuous enhancement of corporate value, and ensuring that the functions of business execution and management oversight are appropriately exercised.
* Compensation, etc., for directors of the company (excluding directors who are Audit and Supervisory Committee members) shall be set at an appropriate level based on their responsibilities and performance.
* In determining compensation, procedures that ensure objectivity and transparency shall be followed.
Amount of Executive Compensation
The compensation amount for directors of the company was determined by resolution at the 3rd Annual General Meeting of Shareholders held on August 28, 2021, as follows:
For directors (excluding directors who are Audit and Supervisory Committee members), an annual amount of up to ¥222,000,000 (of which up to ¥22,200,000 is allocated to outside directors) (excluding salaries for directors who also serve as employees);
For directors who are Audit and Supervisory Committee members, an annual amount of up to ¥36,000,000.
Additionally, at the same 3rd Annual General Meeting of Shareholders held on August 28, 2021, it was resolved to introduce a restricted stock compensation plan, separate from the maximum amount of compensation for directors (excluding directors who are Audit and Supervisory Committee members). This plan applies to directors (excluding directors who are Audit and Supervisory Committee members and outside directors). The total monetary compensation claims to be granted under this system shall be up to ¥20,000,000 annually. It was also resolved that the total number of common shares to be issued or disposed of by the company as restricted stock compensation shall be up to 20,000 shares per year.
Types of Compensation and Determination Method
*Fixed compensation shall consist of a fixed amount of monetary compensation.
*The individual fixed compensation amount shall be determined in consideration of position and responsibilities.
*Performance-linked compensation shall consist of annual performance bonuses paid in variable monetary amounts.
*The individual amount of annual performance bonuses shall be determined by a pre-established formula based on performance indicators for the relevant period.
*Non-monetary compensation shall consist of restricted stock compensation.
*The individual content of restricted stock compensation shall be determined in consideration of position and responsibilities.
*Fixed compensation shall be paid in 12 monthly installments throughout the year.
*Performance-linked compensation shall be paid in a lump sum after performance indicators for the applicable period have been confirmed.
*The timing and conditions for granting non-monetary compensation shall be determined by the Board of Directors after deliberation by the Compensation Review Committee.
Total Amount of Remuneration by Officer Category, Total Amount by Type of Remuneration, and Number of Officers Subject to Remuneration
| Officer Category | Total Amount of Remuneration (Million Yen) ①＋②＋③ |
Total Amount by Type of Remuneration (Million Yen) | Number of Officers Subject to Remuneration (Persons) | ||||
|---|---|---|---|---|---|---|---|
| Fixed Remuneration ① |
Performance-Linked Remuneration, etc. ② |
Monetary Remuneration Total ①＋② |
Non-Monetary Remuneration, etc. ③ |
Performance-Linked Remuneration Total ②＋③ |
|||
| Directors (Excluding Audit and Supervisory Committee Members and Outside Directors) | 76 | 63 | 7 | 71 | 5 | 13 | 3 |
| Directors (Audit and Supervisory Committee Members)(Excluding Outside Directors) | 15 | 15 | - | 15 | - | - | 1 |
| Outside Officers | 15 | 15 | - | 15 | - | - | 3 |
*Fiscal Year Ending May 2024 Results
(Note)② Performance-Linked Remuneration, etc.: Annual Performance Bonus
③ Non-Monetary Remuneration, etc.: Restricted Stock
