Basic Policy on Director Compensation

Based on the principle of contributing to the sustainable improvement of the company's performance and corporate value, it is designed to have a remuneration level and a remuneration system that are sufficiently commensurate with the work responsibilities, and in setting remuneration levels, we have been more objective, for example by using survey data from external specialist firms.

At the 121st Ordinary General Meeting of Shareholders held on June 25, 2015, it was resolved that the maximum amount of remuneration for directors is 40 million yen per month (excluding employee salaries). Separately, at the 122nd Ordinary General Meeting of Shareholders held on June 23, 2016, it was resolved that performance-linked stock compensation for directors, excluding outside directors, will be no more than ¥100 million over three years.

Compensation structure for directors and performance-linked compensation

Compensation category

Basic remuneration

stock remuneration

(Medium- to long-term incentives)

fixed amount

Performance-linked remuneration for the previous fiscal year

(Short-term incentive)

Payment form

cash

cash

Stock (partial cash)

Remuneration details
  • Fixed amount according to position
  • 70% of base remuneration
  • Linked to company performance and individual performance for the previous fiscal year
  • Based on 30% of basic remuneration as standard, it fluctuates in the range of 0 to 75%, of which 0 to 65% is linked to company performance and 0 to 10% is linked to individual performance.
  • Linked to achievement of Medium-Term Management Plan
  • Varies from 0% to 10% with 5% of basic remuneration as standard

Performance evaluation indicators, etc.
  • Quantitative evaluation based on the degree of achievement of each performance indicator, consolidated EBITDA (calculated by adding consolidated operating income and consolidated depreciation) and net income attributable to owners of the parent, in principle. Add qualitative evaluation considering activities and other circumstances
  • Achievement of individual missions
  • Quantitative evaluation based on the degree of achievement of consolidated operating income, return on equity (ROE), and return on assets (ROA)

Reduction/non-payment of remuneration

We have introduced a MARS clause that allows for a reduction in pre-payment remuneration or non-payment of stock remuneration, subject to certain conditions, in the event of a serious dereliction of duties or violation of laws, regulations, internal regulations, etc. by a director.

Remuneration for outside directors is, in principle, limited to basic remuneration, which consists of a fixed amount, in consideration of their independent position that is not affected by corporate performance.

Procedures for Determining Director Remuneration

The Remuneration Advisory Committee deliberates on the remuneration determination policy and the level of remuneration that takes into account the company's performance, etc., and based on its report, the remuneration is delegated based on a resolution of the Board of Directors within the total amount of remuneration approved in advance at the general meeting of shareholders. The Representative Director, President and CEO determines the amount of remuneration for each individual director. In order to ensure that the delegated authority is appropriately exercised by the representative directors, the payment ratio of performance-linked compensation for the previous fiscal year, which is linked to company performance, will be determined by the Board of Directors based on the report of the Compensation Advisory Committee. of
The Compensation Advisory Committee will confirm the appropriateness of individual compensation amounts in advance.
In order to ensure a highly fair and transparent remuneration system, the Compensation Advisory Committee is comprised of three independent external members and one internal member, with an external member serving as the chairperson.

Compensation for Audit & Supervisory Board Member

Audit & Supervisory Board Member The remuneration of Audit & Supervisory Board Member will be determined by consultation of all members of in accordance with the Remuneration Regulations Audit & Supervisory Board Member resolved at Board of Corporate Auditors within the scope of the total amount of remuneration previously resolved at the General Meeting of Shareholders. Audit & Supervisory Board Member The Company's Board of Directors (the "Board") may consult the Remuneration Advisory Committee as necessary.

At the 118th Ordinary General Meeting of Audit & Supervisory Board Member is 8 million yen per month.

Remuneration for Audit & Supervisory Board Member is limited to basic remuneration consisting of a fixed amount, taking into account their independent position that is not influenced by corporate performance.