(1)
Non-executive Directors (including Independent Directors)
In order to supervise the execution of duties by Executive Officers in line with the Company's management philosophy and strategy, the Company has adopted a compensation level and remuneration system that reflects the roles played by Board of Directors and its committees, with the purpose of achieving sustainable growth of the Company and increasing corporate value over the medium- to long-term. The long-term incentive shall be in the form of restricted share-based compensation (RS) to promote the sustainable improvement of corporate value and to encourage the Directors to share values with shareholders through the ownership of shares. Furthermore, the Company pays allowances to the Chairman of the Board of Directors, the Lead Independent Director, and the Chairpersons of the Committees based on the extent of their roles and responsibilities and the number of hours spent on their execution of duties.
(2)
Executive Directors
(3)
| Monetary pay |
Share based Compensation
(Long-term incentives)
|
|||
|---|---|---|---|---|
| Basic compensation | Short-term Performance-linked Compensation | Restricted stock compensation | Performance-linked stock compensation | |
| Non-executive Directors (including Independent Directors) |
1.0 | ー | 0.3 | ー |
The above figures show the ratio of compensation for Directors, not the amount actually paid to each Director.
(1)
(2)
| Monetary pay |
Share based Compensation
(Long-term incentives)
|
|||
|---|---|---|---|---|
| Basic compensation | Short-term performance-linked compensation* | Restricted stock compensation | Performance-linked stock compensation* | |
| President and Representative Executive Officer | 1.0 | 0.6 | 0.3 | 0.3 |
| Executive Officers | 1.0 | 0.6 | 0.2 - 0.25 | 0.2 - 0.25 |
The above figures show the ratio of compensation for Executive Officers, not the amount actually paid to each Executive Officer.
Short-term performance-linked compensation is paid within the range of 0 to 200% based on the level of achievement of companywide performance targets and the individual performance targets of each Executive Officer.
Performance-linked compensation is paid within a range of 0 to 200% based on the level of achievement of performance targets.
(3)
Compensation Levels
As a principle, certain numbers of restricted shares will be given to Corporate Officers and subsidiaries corresponding to their roles per year. Because the objectives are to promote shareholding by Corporate Officers, and increase value sharing with shareholders, the transfer restricted period is from the share giving date to the day of retirement; thus the transfer restriction will be released when he/she retires from the position of Corporate Officers.
Payment rate according to level of achievement of ROIC
1)
Important other positions held concurrently and their relationship with the Company
As stated in the table, “(2) Names and other information on Directors and Executive Officers.”
2)
Report on Corporate Governance
Notice of the 159th Ordinary General Meeting of Shareholders