Remuneration to Officers

Remuneration to Officers

Remuneration paid to officers in the fiscal year ended March 2025

Classification Number of members paid Subtotal by type of remureration
Base remuneration Performance-linked remuneration Non-monetary remuneration Total amount of remuneration

Directors

9 persons

114,900 thousand yen

14,280 thousand yen

36,315 thousand yen

165,495 thousand yen

Outside Directors

5 persons

33,600 thousand yen

-

-

33,600 thousand yen

Audit & Supervisory Board Members

3 persons

40,800 thousand yen

-

-

40,800 thousand yen

Outside Audit & Supervisory Board Members

2 persons

15,600 thousand yen

-

-

15,600 thousand yen

(Notes)

  1. The total amount of remuneration includes remuneration paid to two Directors who retired due to expiration of their terms of office at the conclusion of the 101st Annual General Meeting of Shareholders held on June 21, 2024.
  2. In addition to the above, employee salaries of 21,238 thousand yen are paid to Directors who concurrently serve as employees.
  3. The Company pays bonuses to Directors (excluding Outside Directors and Non-Executive Directors) as performance-linked remuneration.
  4. The Company grants restricted stock remuneration to directors (excluding Outside Directors) as non-monetary remuneration.
  5. In determining the details of remuneration to individual Directors for the fiscal year, the Nomination and Remuneration Committee, whose majority is composed of Independent Outside Directors, conducts multifaceted examinations of remuneration proposals, including their consistency with the determination policy. The Board of Directors honors the Committee's recommendations, in principle, and thus judges that they are in line with the determination policy.

Policy for determining Directors' remuneration

The Company determines remuneration to Directors in line with the shareholders' interests so that it will serve as an appropriate incentive leading to a sustainable increase in the shareholder value. As a basic policy, when determining remuneration to individual Directors, the Company aims to secure appropriate levels corresponding to the degree of their responsibilities.
As for the determination policy for remuneration, the Nomination and Remuneration Committee, whose majority is composed of Independent Outside Directors, is consulted, and the Board of Directors resolves it, honoring the Committee's recommendations.

Remuneration system

Executive Directors

It consists of base remuneration as fixed remuneration, bonuses as performance-linked remuneration, and restricted stock as non-monetary remuneration in line with the shareholders' interest.
The Nomination and Remuneration Committee will decide on the composition of remuneration to individual Directors, where the performance-linked remuneration is set higher for the upper ranking positions reflecting the expected roles for achieving the goals of the Long-Term Business Plan. The Board of Directors will honor the recommendations of the Nomination and Remuneration Committee and determine the details of remuneration to individual Directors within the limit of the ratio of each remuneration type presented in the recommendations.

Chairman of the Board

It consists of the base remuneration as fixed remuneration and restricted stock as non-monetary remuneration as the Chairman will perform the expected role as a chairperson of the Board of Directors for increasing the shareholders' value in the medium- to long-term, despite being not directly involved in business execution.

Outside Directors

The Company will pay only the base remuneration to Outside Directors in consideration of their duties.

Remuneration composition
* In the case of the performance indicators achieved at 100%

Remuneration amount

Base remuneration

It is provided as fixed remuneration monthly. The amount is determined based on the Company's performance, individual's duties, abilities, and the degree of contribution to the Company's sustainable growth in a comprehensive manner.

Bonuses
(performance-linked
remuneration)

It is paid as a bonus at a certain time each year. As part of measures to realize management with awareness of cost of capital and stock price, in addition to the achievement level of "business profit before depreciation and amortization" and "initiatives on sustainability," the achievement level of "ROE" has been included in the key performance indicators (KPIs) for calculating performance-linked remuneration since the fiscal year ended March 31, 2025. The calculation is based on a comprehensive consideration of these KPIs as indicators of the Company's progress in continuously increasing its corporate value and expanding its corporate scale and creating a new earnings model through portfolio expansion. Target performance indicators and their values will be reviewed from time to time based on the consultation and report of the Nomination and Compensation Committee so that they are consistent with the Long-Term Business Plan.

(Reference) Actual business profit before depreciation and amortization and the target for the final fiscal year of the Long-Term Business Plan

(million yen)

2023/3 2024/3 2025/3 2033/3
(target)

9,194

9,128

9,099

18,000

Restricted stock

It is granted in the form of restricted stock linked to the shareholder value. The number of shares given at a certain time each year will be calculated based on the duties and abilities of Chairman and Executive Directors, along with their contributions to the Company's sustainable growth in a comprehensive manner.

Determining method

As for the amounts of remuneration, the President will prepare a remuneration plan, consult with the Nomination and Remuneration Committee, and the Board of Directors will deliberate and make decisions on it, honoring the Committee's recommendations. Regarding restricted stock remuneration, the numbers of shares to be allotted to individual Directors will be resolved by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.