Directors' remuneration is structured differently depending on whether Directors are executive or non-executive.
The remuneration for Executive Directors is composed of base remuneration, which is fixed remuneration, and bonuses and stock remuneration, which are performance-linked remuneration.
Remuneration for Non-Executive Directors comprises only base remuneration, with no bonuses or stock remuneration provided, from the perspective of their roles and independence.
The remuneration for Audit & Supervisory Board Members is determined through consultation among Audit & Supervisory Board members and comprises only base remuneration, with no bonuses or stock remuneration provided.
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 revised resolution on that policy at a meeting held on April 28, 2023.
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.
3.Policy, etc. for determining the remuneration of individuals
- To flexibly determine the amount of remuneration for individuals, Tomofumi Yoshida, the Representative Director President/CEO of the Company, is delegated to determine specifics based on standards established in advance.
- Changes made to the above composition of remuneration, basic remuneration, and bonuses require approval by the Board of Directors after consultation with the Governance Committee. Changes in the stock remuneration require approval by the Board of Directors or at a General Meeting of Shareholders, after consultation with the Governance Committee.
- The Company has established a system in which the Governance Committee receives one or more reports a year on the overall distribution of remuneration for individual Directors, ensures that such activities are conducted appropriately in line with this policy, and guarantees their objectivity, fairness, and transparency.
In addition, the Board of Directors receives the results of deliberations and examinations, and reports on the appropriate remuneration of individual Directors in line with this policy from the Governance Committee, and the Company believes that the activities of the Board of Directors are also in line with this policy.