Remuneration for Directors

Basic policy on remuneration for Directors and Audit & Supervisory Board Members​

The Company positions the remuneration system for Directors as "a mechanism to secure, maintain, and motivate human resources essential for sustainable growth, based on the Company's Basic Approach to Corporate Governance, in order to achieve sustainable enhancement of corporate value," and builds and operates the system based on the following principles.​

Composition of Directors' remuneration​

The ratio of fixed basic remuneration, bonuses and stock-based remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members and Outside Directors) shall be set at approximately 65:25:10.​

Procedures for determining Directors' remuneration​

The Board of Directors delegates to the Representative Director, President and CEO the authority to determine the fixed basic remuneration and bonuses for individual Directors (excluding Directors who are Audit & Supervisory Committee Members).​

Such authority includes the determination of the amount of fixed basic remuneration for each Director and the amount of bonus based on the performance of each Director for the relevant fiscal year. The Board of Directors requests advice from the Nomination & Remuneration Advisory Committee and receives its report to ensure that the said authority is exercised appropriately by the Representative Director, President and CEO, and the Representative Director, President and CEO determines the amounts based on said report. For stock-based remuneration, the Board of Directors will resolve the number of shares to be allocated to each Director based on the report of the Nomination & Remuneration Advisory Committee.​

The date of the shareholders' meeting resolution regarding the remuneration for the company's directors (excluding Directors who are Audit & Supervisory Committee Members) is June 18, 2024. The resolution specifies an annual limit of 324 million yen (with 60 million yen allocated for external directors).The date of the Shareholders’ Meeting resolution regarding stock-based compensation for directors (excluding are Audit & Supervisory Committee Members and external directors) is June 18, 2024. This is set separately from the above remuneration limit, with an annual limit of 210 million yen. The date of the shareholders' meeting resolution regarding the remuneration for Audit & Supervisory Committee Members is June 18, 2024. The resolution specifies an annual limit of 80 million yen.

Compensation System for Directors> <Compensation System for Directors​

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Total amount of remuneration, total amount of remuneration by type of remuneration, and number of officers covered by remuneration for each category of officers in fiscal year 2023

Refund of compensation, etc. (Mars clause, clawback clause)​

The company shall not issue any reports of serious violations of internal rules or other misconduct, or of accounting or other serious errors or irregularities affecting the indexes on which the compensation amount is calculated, for the purpose of ensuring the soundness of the compensation system.​

In the event of certain occurrences, such as accounting or other significant errors or irregularities affecting the indices utilized as the foundation for calculating compensation, the Board of Directors, following a deliberation by the Nomination and Compensation Advisory Committee, may require the forfeiture of unpaid compensation (Mars Clause) or the return of previously paid compensation (Clawback Clause) for bonuses and stock compensation.