(1) Matters related to the policy for determining the details of remuneration, etc.
for individual directors
The policy for determining the details of remuneration, etc. for individual directors (excluding audit and supervisory committee members. The same applies throughout this section) was decided at the Board of Directors meeting held in June 2025. The details are as summarized below.
-
The remuneration of directors who also serve as executive officers
1-1.The policy regarding types of remuneration and their method of calculation
The remuneration of directors who also serve as executive officers is made up of a basic remuneration, a performance-
based remuneration, and a trust-type stock remuneration. The performance-based remuneration is positioned as an
incentive remuneration that reflects factors such as the short-term performance of the departments of which the
director is in charge, and the trust-type stock remuneration is positioned as an incentive remuneration that reflects
the enhancement of the Group’s medium- to long-term corporate value.
The basic remuneration is a monetary remuneration that is not linked to performance indicators, and its amount is
calculated in accordance with the rules and internal regulations established in advance by the Board of Directors, based
on the position of the director and whether or not they have the right to represent the company.
The performance-based remuneration is aone of the monetary remuneration that takes performance indicators into
consideration as a factor, and its amount is calculated in accordance with the rules and internal regulations established
in advance by the Board of Directors, based on an evaluation of the director for the previous fiscal year. The evaluation
of each director for the previous fiscal year is based on a comprehensive consideration of the extent to which
performance targets related to their duties have been achieved, and the results of initiatives aimed at resolving issues.
Performance indicators are related to the operating profit of the business departments of which the director is in
charge. The reason for selecting these performance indicators is that they are considered to be appropriate as one of
the factors to be considered when evaluating the short-term performance of the departments of which the director is in
charge. The trust-type stock remuneration is a non-monetary remuneration where shares in the company are issued.
The number of shares issued is calculated in accordance with the rules established in advance by the Board of Directors,
based on the position of the director and whether or not they have the right to represent the company.
1-2.The period during which remuneration is paid
The yearly amount of the basic remuneration and performance-based remuneration is decided in June of each year, and
one-twelfth of that amount is paid monthly from July to June of the following year. Trust-type stock remunerations are
delivered when the director resigns steps down.
1-3.The policy regarding the ratio of the types of remuneration
In order to ensure that performance-based remuneration and trust-type stock remuneration fully function as
incentive remunerations, these remunerations shall account for a reasonable proportion of the total remuneration.
1-4.Matters concerning the authorization to determine the details of remuneration, etc. for individual directors
The Board of Directors authorizes President Kazuya Nakano to carry out the evaluation of each director for the previous
fiscal year on the basis of which their performance-based remuneration is calculated. This is because it is considered
more appropriate for the president, who bears ultimate responsibility for the management of the Group, to conduct
such an evaluation from a comprehensive perspective rather than having it determined by majority vote at a Board of
Directors meeting in which the appraised person themselves participates.
-
Remuneration of Outside Directors
2-1.The policy regarding types of remuneration and their method of calculation
The remuneration of outside directors (excluding audit and supervisory committee members; the same applies
hereinafter) consists solely of a basic remuneration, which is a monetary remuneration not linked to performance
indicators. The amount is determined individually, taking into account such factors as general remuneration levels at
other companies and individual circumstances.
2-2.The period during which remuneration is paid
The yearly amount is decided in June of each year, and one-twelfth of that amount is paid monthly from July to June of
the following year.
2-3.The policy regarding the ratio of the types of remuneration
The policy is that the remuneration of outside directors shall consist solely of a basic remuneration that is not linked to
performance indicators.
2-4.Matters concerning the authorization to determine the details of remuneration, etc. for individual directors
The Board of Directors authorizes President Kazuya Nakano to determine the individual basic remuneration of outside
directors. This is because it is considered more appropriate for the President to make such determinations on an
individual basis, taking into account individual circumstances, rather than discussing the remuneration of each outside
director at a Board of Directors meeting in which the person concerned participates.
To ensure objectivity and transparency in the remuneration of outside directors and in the process for determining such
remuneration, the draft remuneration proposal for outside directors is presented to the Nomination and Remuneration
Committee for its opinion, and the final determination is made after fully taking into account the opinions of the
Nomination and Remuneration Committee. Since the amount of remuneration for individual directors has been
determined through these procedures, the Board of Directors has determined that the details are in line with the
decision-making policy.
-
Remuneration of Directors Who Do Not Serve as Executive Officers (Excluding Outside Directors)
The remuneration of directors who do not serve as executive officers (excluding outside directors) shall be determined in
accordance with the remuneration framework applicable to directors who also serve as executive officers as described in
Section I above. However, performance-based remuneration shall not be paid to directors other than the Chairman of the Board.
(2) Matters concerning resolutions of the general meeting of shareholders regarding remuneration,
etc. for directors
It was decided at the 94th Annual General Meeting of Shareholders held on June 19, 2015 that expenditure on remuneration for
directors (excluding audit and supervisory committee members) should be limited to a maximum of 300 million yen per year.
There were five directors (excluding audit and supervisory committee members) when the said Annual General Meeting of
Shareholders concluded. In addition, it was decided separately at the 96th Annual General Meeting of Shareholders held on
June 22, 2017 that stock remuneration, etc. for directors (excluding part-time directors and directors who are audit and
supervisory committee members) should have an upper limit of 200 million yen for a period covering four fiscal years. There
were five directors (excluding part-time directors and directors who are audit and supervisory committee members) when the
said Annual General Meeting of Shareholders concluded. Furthermore, the trust period was extended until September 30, 2026
pursuant to a resolution of the Board of Directors adopted on August 25, 2021.
It was decided at the 103rd Annual General Meeting of Shareholders held on June 21, 2024 that expenditure on remuneration
for directors who are audit and supervisory committee members should be limited to a maximum of 80 million yen per year.
There were four directors who were audit and supervisory committee members when the said Annual General Meeting of Shareholders concluded.
(3) Total amounts of directors’ remunerations etc. for the current business
year
| Category |
Total amounts of remunerations etc.
(Million yen) |
Total amounts of remunerations etc. by category ((Million yen)) |
No. of executives remunerated |
| Basic remuneration |
Performance-based remuneration etc. |
Non-monetary remuneration etc. |
Directors
(excluding audit and supervisory committee members)
(external directors in brackets)
|
166 (6) |
98 (6) |
32 (-) |
36 (-) |
6 (1) |
Directors who are audit and supervisory committee members
(external directors in brackets)
|
42 (37) |
42 (37) |
- (-) |
- (-) |
5 (4) |
Total
(external directors in brackets)
|
208 (43) |
139 (43) |
32 (-) |
36 (-) |
11 (5) |
-
The table above includes two directors (excluding audit and supervisory committee members) and two directors who were audit and supervisory
committee members, all of whom stepped down from their positions as of the conclusion of the 104th Annual General Meeting of Shareholders held
on June 18, 2025.
-
For directors who also serve as executive officers, “Basic remuneration” refers to the “basic remuneration” described above,
“Performance-based remuneration, etc.” refers to the “performance-based remuneration” described above, and “Non-monetary remuneration, etc.”
refers to the “trust-type stock remuneration” described above.
-
The performance indicators for performance-based remuneration for the current business year include the consolidated operating profit
(11,121 million yen) for the 104th Term (the fiscal year from April 1, 2024 to March 31, 2025).