・Policy on determination of the ratio of the amount of monetary remuneration, the amount of performance-linked remuneration, etc., or the amount of non-monetary remuneration, etc., to the amount of individual remuneration, etc., of directors
The ratio of type of remuneration for directors (excluding outside directors) is determined based on the report of the Nomination and Compensation Committee, taking into consideration the position, responsibilities, and trends in the remuneration levels of other companies with similar business scale as the Company.
・Matters related to the decision policy concerning the details of remuneration, etc. for individual directors
Based on the delegated resolution of the Board of Directors, the Representative Director, Founder & CEO and Representative Director, President & COO are delegated the authority to determine the amount of fixed remuneration for each director, the allocation of performance-linked remuneration (bonuses, etc.) based on the performance of the business for which each director is in charge, and the number of shares to be allotted to each individual in the form of restricted stock compensation.
The Board of Directors consults the Nomination and Compensation Committee on the draft and obtains its report to ensure that such authority is properly exercised by the Representative Director, Founder & CEO and Representative Director, President & COO, and the Representative Director, Founder & CEO and Representative Director, President & COO, who have received the above delegation, make decisions with respect to the content of this report.
・Matters concerning the method of decision when the decision on the details of remuneration, etc. is delegated to a director or other third party
The Representative Director, Founder & CEO and Representative Director, President & COO determine the specific details of the amount of remuneration, etc. and the number of shares to be allotted to each individual based on the delegated resolution of the Board of Directors. The Board of Directors shall take measures to make decisions after consultation and reporting by the Nomination and Compensation Committee to ensure that such authority is properly exercised by the Representative Director, Founder & CEO and Representative Director, President & COO.
The Representative Director, Founder & CEO and Representative Director, President & COO determine the details of individual remuneration for each director by fully respecting the advice and report of the Nomination and Compensation Committee, while taking into consideration the Company's overall performance, stock price, the role of each director, the impact of each director on the Company's performance and other circumstances.
・Matters related to the resolution of the General Meeting of Shareholders regarding the remuneration of directors and Supervisory Board members
The maximum amount of remuneration for directors was resolved at the 54th General Meeting of Shareholders held on June 26, 2022 to be no more than 1,000 million yen per year (of this amount, up to 100 million yen is for outside directors; salaries for services as employees are not included). The number of directors as of the close of this General Meeting of Shareholders was 11 (including four outside directors).
In addition, at the 50th Ordinary General Meeting of Shareholders held on June 28, 2018, it was resolved that the annual amount of monetary remuneration claims to be paid to directors (excluding outside directors) for the granting of restricted stock shall be 100 million yen or less, separately from the above maximum amount of remuneration. The number of directors (excluding outside directors) as of the close of this General Meeting of Shareholders was eight.
At the 27th Ordinary General Meeting of Shareholders held on June 29, 1995, it was resolved that the maximum amount of remuneration to be paid to Supervisory Board members shall be 60 million yen per year. The number of Supervisory Board members as of the close of this General Meeting of Shareholders was four. The remuneration for Supervisory Board members is determined through discussions among the Supervisory Board members.
Total amounts of remuneration, etc. (FY2023/3)
7 directors : Amount paid 998 million yen
(291 million yen as fixed remuneration, 666 million yen as performance-linked remuneration, 40 million yen as restricted stock compensation)
4 outside directors : Amount paid 40 million yen
Total remuneration, etc. paid to persons who received 100 million yen or more in remuneration, etc.
Isao Tsukamoto: 298 million yen paid
Ryoichi Kado: 209 million yen paid
Shinsuke Takahashi: 121 million yen paid
Shintaro Kakei: 121 million yen paid
Eiji Kawamura: 106 million yen paid