Last update: August 2, 2024
The total amount of remuneration for the Directors (excluding the Audit and Supervisory Committee Members and the Outside Directors), the Directors (the Audit and Supervisory Committee Members)(excluding the Outside Directors) and the Auditors (excluding the Outside Auditors) for the fiscal year ended March 31, 2024 was 166,727 thousand yen, 9,000 thousand yen and 3,000 thousand yen, respectively, and the total amount of remuneration for the Outside Directors was 16,920 thousand yen.
*Nagoya Electric Works Co., Ltd. (NEW) transitioned from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee on June 23, 2023. The remuneration amount includes the remuneration for one Director (one Outside Director) and one Auditor (one Outside Auditor) who retired at the conclusion of the 66th Annual General Meeting of Shareholders held on June 23, 2023.
NEW'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.
Basic Remuneration
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 NEW's business results for the applicable consolidated fiscal year. In order to improve the linkage between NEW'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 NEW'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.
