The composition of remuneration for the Company's officers (Directors and Chief Officers) is as described below.
Remuneration of the Company’s Directors (excluding Outside Directors) and Chief Officers consists of monetary remuneration comprising (i) fixed remuneration made up of basic remuneration and service remuneration and (ii) performance-based variable remuneration. In addition, the Company has introduced (i) performance-based stock remuneration and (ii) restricted stock remuneration.
Remuneration of Outside Directors consists only of fixed remuneration.
| Officer category | Monetary remuneration | Non-monetary remuneration | ||
|---|---|---|---|---|
| Fixed remuneration |
Variable remuneration |
Performance-based stock remuneration |
Restricted stock remuneration |
|
| Directors (excluding Outside Directors) and Chief Officers |
〇 | 〇 | 〇 | 〇 |
| Outside Director | 〇 | ‐ | ‐ | ‐ |
At the meeting of the Remuneration Committee held on February 12, 2026, it passed a resolution regarding the policy for determining the content of the individual remuneration, etc. of Directors and Chief officers as follows. The Company’s Remuneration Committee has also confirmed that the method for determining individual remuneration, etc. of Directors and Chief officers and the content thereof determined for the fiscal year under review are consistent with this policy, and the Company believes that the method and content are in line with the policy.
The Company has adopted a remuneration structure that links remuneration for Directors (excluding Outside Directors) and Chief Officers to shareholder interests so that the structure can fully function as an incentive to achieve sustained improvement of corporate value, in accordance with its basic policy that remuneration for individual Directors and Chief Officers shall be determined at an appropriate level based on their respective duties.
Specifically, remuneration of Directors (excluding Outside Directors) and Chief officers of the Company consists of (1) monetary compensation made up of (i) fixed compensation including basic compensation and service compensation and (ii) variable compensation that is performance-linked compensation and (2) non-monetary compensation made up of two types of stock compensation that are (i) performance-linked stock compensation and (ii) restricted stock compensation, while remuneration of Outside Directors of the Company consists only of fixed compensation that is monetary compensation.
[Monetary remuneration]
A) Fixed remuneration
B) Performance-based variable remuneration
[Non-monetary remuneration (stock remuneration)]
C) Performance-based stock remuneration
D) Restricted stock remuneration
The ratio of fixed remuneration to variable remuneration for Directors (excluding Outside Directors) and Chief Officers is set at 50%:50%, in principle. The ratio of stock-based remuneration to fixed remuneration is not set.
The Remuneration Committee adopts a resolution specifying remuneration, etc. for Directors and Chief Officers. The Remuneration Committee is chaired by an Independent Outside Director. Independent Outside Directors accounts for a majority of the committee members. The Committee considers and determines remuneration in accordance with the above basic policy.
| Officer category | Total amount of remuneration (millions of yen) |
Total amount by type of remuneration (millions of yen) |
Number of eligible officers |
||
|---|---|---|---|---|---|
| Monetary remuneration |
Non-monetary remuneration |
||||
| Fixed remuneration |
Variable remuneration |
Stock-based remuneration |
|||
| Directors (excluding Outside Directors) |
37 | 37 | ‐ | ‐ | 3 |
| Outside Directors | 96 | 96 | ‐ | ‐ | 9 |
| Chief Officers | 598 | 218 | 251 | ‐ | 8 |
(Notes)
1. Remuneration for officers concurrently serving as Directors and Chief Officers and the number thereof are recorded in the Chief Officers columns.
2. The above includes one Director (excluding Outside Directors) and two Outside Directors who resigned as of the close of the 11th General Meeting of Shareholders held on June 26, 2025. Regarding one person who took office as Chief Officer from the position of Director during the fiscal year under review, the number of people and the amounts of remuneration, etc. above are stated to include this person as a Director during their tenure as a Director and include this person as a Chief Officer during their tenure as Chief Officer.
3. In the stock-based remuneration column, amounts of expenses related to the restricted stock remuneration system in the current fiscal year are stated.
4. Regarding performance indicators related to performance-linked remuneration, actual consolidated net sales were 277,915 million yen and consolidated operating profit was 16,651 million yen, compared to the targets set for the fiscal year ended March 31, 2025, consolidated net sales of 271,300 million yen and consolidated operating profit of 16,500 million yen.
1. Management policy and corporate governance
2. Board of Directors, Nominating Committee, Remuneration Committee, Audit Committee, Independent Auditors
4. Internal Control
5. Information on shareholdings, takeover defense measures
6. IR policy, enhancement of disclosure and insider information control