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 | ||||
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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)
- 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.
- In addition to the above, employee salaries of 21,238 thousand yen are paid to Directors who concurrently serve as employees.
- The Company pays bonuses to Directors (excluding Outside Directors and Non-Executive Directors) as performance-linked remuneration.
- The Company grants restricted stock remuneration to directors (excluding Outside Directors) as non-monetary remuneration.
- 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. |
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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. |
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Outside Directors |
The Company will pay only the base remuneration to Outside Directors in consideration of their duties. |
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Remuneration composition |
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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. |
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Bonuses |
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)
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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. |
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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. |