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 |
Stock-based remuneration |
|
Directors (excluding Outside Directors) and Chief Officers |
〇 | 〇 | 〇 |
Outside Director | 〇 | ‐ | ‐ |
At the meeting of the Remuneration Committee held on June 18, 2024, 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 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 (RS) remuneration
The ratio of fixed remuneration to variable remuneration for Directors (excluding Outside Directors) and Chief Officers is set as 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) |
50 | 50 | ‐ | ‐ | 3 |
Outside Directors | 102 | 102 | ‐ | ‐ | 8 |
Chief Officers | 398 | 179 | 218 | ‐ | 7 |
(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 number of Chief officers and their remuneration, etc. include one Chief officer who retired from his position as Chief officer during the fiscal year ended March 31, 2025 and the remuneration paid to him.
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