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Compensation

Basic Policy for Determining Compensation Paid to Directors and Audit & Supervisory Board Members

The Company formulates the basic policy for determining the compensation for Directors and Audit & Supervisory Board Members as follows:

  1. Acquire and develop talented human resources
  2. Motivate them to continuously improve corporate performance and value
  3. Maintain a high level of fairness and rationality

To maintain an objective and fair compensation system for Directors, we have established a Director Compensation Committee, which will review the basic matters relating to Director compensation. Based on the results of this review, the amount of compensation for each Director will be determined at the Board of Directors' Meeting within the limit of the total amount approved by the Ordinary General Meeting of Shareholders.

The compensation for Directors (excluding Outside Directors) consists of the fixed remuneration and the performance-based remuneration. The fixed remuneration is a basic compensation for their duties determined based on their positions, and the total amount of the fixed remuneration should be approved by the Ordinary General Meeting of Shareholders.

The performance-based remuneration is determined based on the performance of the Company and individual Directors in the preceding fiscal year. The upper limit of the performance-based remuneration should be 100% of the fixed remuneration: of which, 40% (cash) is provided as short-term performance-based remuneration; 20% (subscription rights to shares) as medium-term performance-based remuneration; and 40% (subscription rights to shares) as long-term performance-based remuneration.

The compensation for Outside Directors consists of the fixed remuneration only.

The compensation for each Audit & Supervisory Board Member is determined through discussion by the Audit & Supervisory Board, within the limit of the amount approved by the Ordinary General Meeting of Shareholders.

Total Amount of Compensation Paid to Directors and Audit & Supervisory Board Members (Fiscal 2015)

  Amount of Compensation (Millions of yen) Compensation by Category (Millions of yen) Number of Directors/ Audit & Supervisory Board Members
Fixed Remuneration (Cash) Performance-based Remuneration
Short-term
(Cash)
Medium-term
(Subscription Rights to Shares)
Long-term
(Subscription Rights to Shares)
Directors 254 245 9 - - 9
Audit & Supervisory Board Members 54 54 - - - 5
Total 309 300 9 - - 14
(Outside Directors and Audit & Supervisory Board Members) 42 42 - - - 6
Notes:
  • Upper limits of annual compensation for Directors and Audit & Supervisory Board Members upon resolution of the Ordinary General Meeting of Shareholders:
    • (1) Directors
      Fixed Remuneration¥300 million
      Short-term Performance-based Remuneration¥120 million (excluding Outside Directors)
      Medium-term Performance-based Remuneration¥60 million (excluding Outside Directors)
      Long-term Performance-based Remuneration¥120 million (excluding Outside Directors)
    • (2) Audit & Supervisory Board Members
      Fixed Remuneration¥60 million