Last update: August 1, 2023
The total amount of remuneration for the directors (excluding the outside directors) and the Corporate Auditors (excluding the Outside Corporate Auditors) for the fiscal year ended March 31, 2023 was 162,688 thousand yen and 12,000 thousand yen, respectively, and the total amount of remuneration for the outside directors was 16,410 thousand yen.
*The remuneration for this fiscal year represents the remuneration for the directors and the corporate auditors as a company with a Board of Corporate Auditors, while the Company transitioned to a Company with an Audit and Supervisory Committee on June 23, 2023.
The Company's Board of Directors resolves the policy for determining the content of individual remuneration for the directors (excluding the directors who are Audit and Supervisory Committee members, the same applies hereafter). Remuneration for the directors consists of base remuneration, performance-linked remuneration (annual incentive), and non-monetary remuneration (mid- to long-term incentive). The details of individual remuneration are determined by the Board of Directors. However, the President is delegated to evaluate a part of each director's performance-linked remuneration (annual incentive) which is subject to the President's evaluation. Remuneration for the outside directors is limited to the basic remuneration in order to ensure their independence from management.
As remuneration for each director's execution of duties and participation in management, the amount of remuneration is determined within the range of the total amount determined by the General Meeting of Shareholders for each position in accordance with the magnitude of the responsibility of the position. The amount of remuneration is reviewed periodically, taking into consideration the balance among the market standards, management details, employee salaries and other factors.
Performance-linked remuneration (annual incentive)
This is to be paid as performance-linked remuneration in the form of performance and success-based remuneration corresponding to the Company's business results for the applicable consolidated fiscal year. In order to improve the linkage between the Company's business performance and executive remuneration, the consolidated operating income margin is used as a performance indicator, and is determined by qualitative evaluation for each position according to the level of the consolidated operating income margin.
Non-monetary remuneration (mid- to long-term incentive)
Restricted stock is provided in order to motivate the Company's directors to continuously improve the mid- and long-term business performance and corporate value by sharing the benefits and risks of stock price fluctuations with shareholders. Remuneration for the directors who are Audit and Supervisory Committee members is limited to basic remuneration in order to ensure their independence from management, and the details of individual remuneration are determined through discussions among the Directors who are Audit and Supervisory Committee members.