(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) ecided at the board meeting held in
February 2021. The details are as summarized below.
-
The policy regarding types of remuneration and their method of calculation
The remuneration of ASAHI YUKIZAI directors 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.
-
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.
-
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.
(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 at the 96th Annual General Meeting of Shareholders held on June 22, 2017 that
stock remuneration etc. for directors (excluding part-time directors and audit and supervisory committee
members) should have an upper limit of 200 million yen and should reward performance over four business
years. There were five directors (excluding part-time directors and audit and supervisory committee
members) when the said annual general meeting of shareholders concluded.
It was decided at the 94th Annual General Meeting of Shareholders held on June 19, 2015 that
expenditure on remuneration for directors who are audit and supervisory committee members should be
limited to a maximum of 60 million yen per year. There were four directors (audit and supervisory
committee members) when the said annual general meeting of shareholders concluded.
(3) 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 more appropriate for the president, who bears ultimate responsibility for the
running of the ASAHI YUKIZAI GROUP, to conduct such an evaluation from a comprehensive perspective
rather than to make the decision at a Board of Directors meeting in which the appraised person
themselvesf participates.
To ensure objectivity and transparency in the evaluation of each director, when the president conducts
an evaluation of each director for the previous fiscal year, the draft is presented to the Audit and
Supervisory Committee for its opinion, and the final evaluation is made after fully taking into account
the opinions of the Audit and Supervisory Committee. Since the amount of remuneration for individual
Directors has been decided through these procedures, the Board of Directors has determined that the
details are in line with the decision-making policy.
(4) 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)
|
161 |
107 |
31 |
23 |
7 |
Directors who are audit and supervisory committee members
(external directors in brackets)
|
45
(33)
|
45
(33)
|
-
(-)
|
-
(-)
|
5
(4)
|
Total
(external directors in brackets)
|
206
(33)
|
152
(33)
|
31
(-)
|
23
(-)
|
12
(4)
|
-
The table above includes two directors who were not members of the audit and supervisory
committee, and one director who was an audit and supervisory committee member, who stepped down
from their position as of the conclusion of the 99th Annual General Meeting of Shareholders held
on June 23, 2020.
-
In the table above the categories of remuneration shown for directors other than audit and
supervisory committee members are the basic remuneration, “performance-based remuneration etc.”
which refers to performance-based remuneration, and “non-monetary remuneration etc.” which
refers to trust-type stock remuneration.
-
The performance indicators for performance-based remuneration for the current business year
include the consolidated operating profit (4,368 million yen) for the 99th Term (the fiscal year
from April 1, 2019 to March 31, 2020).