Remuneration Plan for Directors

The remuneration for each Director, except Outside Directors and Non-Executive Directors, comprises monthly remuneration, bonus, and performance-linked stock remuneration. The monthly remuneration and the bonus are appropriately determined based on standard amounts for each position within predetermined payment criteria and in consideration of short-term results, levels of contribution to the Company, and other factors, whereas amounts of stock-based remuneration to be paid are determined based on consolidated net profit attributable to the Company’s shareholders for the predetermined period subject to performance evaluation.

The monthly remuneration alone is paid to outside directors and non-executive directors, and no bonus or stock-based remuneration is paid to them. The remuneration for audit & supervisory board members is determined through deliberations of the Board of Audit & supervisory board members, and no bonus or stock-based remuneration is paid to them.

For more details about the method of calculating remuneration for Directors, please refer to the corporate governance report.

Policy on determining remuneration amounts or calculation methods

The Governance Committee has been consulted about the policy on determining remuneration for each individual Director. On receiving the response from the Committee, the Board of Directors passed a resolution on said policy at a meeting held on February 25, 2021.

1. Basic Policy
Remuneration for Directors of the Company is designed to attract talented human resources with the ability to implement the Company's Corporate Philosophy and to motivate them to contribute to the sustained improvement of its corporate value. It is the Company’s basic policy to determine remuneration paid to each Director at an appropriate level based on his/her position and duties.

2. Remuneration system for Directors
・Remuneration for Executive Directors comprises fixed basic remuneration (monthly remuneration) and performance-linked remuneration that fluctuates according to performance.
・Remuneration for Non-Executive Directors comprises only fixed basic remuneration (monthly remuneration) from the perspective of their roles and independence.

Performance-Linked and Stock-Based Remuneration Plan

The Company has introduced a performance-linked stock remuneration system for Directors (excluding Outside Directors and Non-Executive Directors), in addition to basic remuneration and bonus, for the purpose of motivating them to take ownership of their contribution to medium- to long-term improvement of the Company’s performance and corporate value.

The outline of the Plan

Persons to whom the Plan applies Director of the Company, except Outside Directors and Non-Executive Directors
The trust period of the Trust two years(October 2019-September2021)
Limit on the amount that the Company contributes to the trust Within 120 million yen
Limit on the number of shares acquired The total number of points to be granted to eligible Directors is limited to 82,000 per fiscal year and the number of the Company’s shares to be provided to each eligible Director is obtained by multiplying the number of points granted to each such Director by 1.0*.
*If an event, such as share split and share consolidation, indicates that adjustments to the number of the Company’s shares to be delivered to eligible Directors are deemed practical, the Company will implement reasonable adjustments to such number according to the split or consolidation ratio, etc.
Performance fulfillment conditions The number of points granted varies with the level of consolidated net profit attributable to shareholders for each fiscal year.
Timing of provision of the Company’s shares to those to whom the Plan applies After their retirement.
Exercise of voting rights associated with the Company’s shares in trust The voting rights will not be exercised with no exception, in order to ensure the neutrality of eligible Directors regarding the management of the Company.