Directors' Remuneration

Remuneration System Designed for sustainable improvement corporate-value

The remuneration of company officers is comprised of both performance-based and non-performance-based remuneration. Policies for deciding the pay ratios for these are decided by considering the level of responsibilities for improving business performance and increasing medium- to long-term corporate value.
However, outside directors are only paid fixed remuneration amounts in light of their responsibilities and from the perspective of emphasizing autonomy.
These decisions are made by the Board of Directors after receiving the findings of the Nomination & Remuneration Committee in order to ensure the objectivity of remuneration policy and the systems and operations for distributing remuneration.

Performance-based remuneration indexes are set for each officer, involving a combination of quantitative indexes such as Net Income Attributable to Owners of Parent (Consolidated Net Income) and segment profit for the year. These indexes are selected because they can be used to comprehensively determine the level of contribution to short-term and medium- to long-term business performance for the Company, and because they are thought to be evaluation indexes that can be common to all executives and employees, allowing for objective quantitative evaluation. Similar to the policies for deciding pay ratios, amounts of performance-based remuneration are decided by the Board of Directors after receiving the findings of the Nomination & Remuneration Committee.

We have introduced a restricted stock compensation system for our directors (excluding outside directors) with the aim of providing them with an incentive to continuously improve our corporate value and to further promote value sharing with our shareholders. The Company will allocate restricted shares to the subject party once a year by resolution of the Board of Directors. The amount of annual payment that serves as the basis for the calculation of the number of shares to be allotted is determined by a resolution of the Board of Directors within the remuneration limit resolved at the General Meeting of Shareholders.

Remuneration for Directors and Corporate Auditors

• Total remuneration does not include total remuneration as officers of the Company’s subsidiaries for the Company’s Board Directors who concurrently serve as the Board Director of those subsidiaries amounting
  to ¥156 million (fixed remuneration of ¥114 million, performance-based remuneration of ¥42 million).
• The above table includes one (1) Outside Board Director and one (1) Outside Corporate Auditor who retired at the conclusion of the 14th Annual General Meeting of Shareholders held on July 25, 2021.
• The maximum amount of remuneration approved at the General Meeting of Shareholders held on June 27, 2008 is JPY300 million per year for Directors (JPY60 million or less for Outside Directors) and JPY60 million per year for Audit & Supervisory Board Members.