(d) Matters related to the remuneration, etc. for Directors by resolution of the general meeting of
shareholders
With respect to the remuneration, etc. of the Companys Directors, the maximum amount of remuneration to Directors
(excluding Directors who are Audit and Supervisory Committee Members) was set at 1,160 million yen per year (including up to 34 million yen per year for Outside Directors), and the maximum amount of remuneration to Directors who are Audit
and Supervisory Committee Members was set at 270 million yen per year by resolution of the Ordinary General Meeting of Shareholders held on June 15, 2017. At the time of the resolution of this General Meeting of Shareholders, the number of
Directors (excluding Directors who are Audit and Supervisory Committee Members) was nine (including two Outside Directors), and the number of Directors who are Audit and Supervisory Committee Members was five.
In addition, in accordance with a resolution of the Ordinary General Meeting of Shareholders held on June 14, 2018, the Company
introduced a stock-based remuneration plan under which, in addition to the above-mentioned remuneration, the Companys share and cash equivalent to the proceeds from the conversion of the Companys shares will be delivered and provided,
together with dividends accruing on the Companys shares, to Directors and Operating Officers residing in Japan who conduct business execution from a trust to which the Company will contribute up to 3,910 million yen for a trust period of
approximately three years. The number of Directors and Operating Officers eligible for this system at the time of the resolution at the said General Meeting of Shareholders is five and sixteen, respectively.
(e) Policy on determination of individual remuneration, etc., for Directors
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1.
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Method of determining the policy for determining individual remuneration, etc., of Directors
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The policy shall be determined by a resolution of the Board of Directors. When making decisions or
changes to the determined policy, the Board of Directors shall deliberate after hearing the opinions formed by the Audit and Supervisory Committee in advance.
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2.
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Overview of the policy for determining individual remuneration, etc., of Directors
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The Companys officer remuneration system is designed to motivate officers to contribute to the improvement of the
Companys business performance not only over the short-term, but also over the mid- to long-term, so that the Company can continuously enhance its corporate value, and it consists of monthly remuneration,
a fixed amount of which is paid each month as remuneration for the execution of duties, bonuses linked to business performance for the relevant fiscal year, and stock-based remuneration linked to mid- to
long-term business performance.
The monthly remuneration for each individual is based on the remuneration standards
approved by the Board of Directors and is paid in an appropriate amount, taking into consideration factors such as the standards of other companies, in order to attract diverse and talented personnel.
Bonuses for individual employees are determined by a resolution of the Board of Directors and paid in cash, based on
indicators such as business performance, dividends to shareholders, and employee bonus levels for each fiscal year, as well as the actual correlation between each indicator and the amount paid in the past, and the business conditions at the time.
In order to function as a sound incentive for sustainable growth, based on standards and procedures approved by the Board
of Directors, individual stock-based remuneration is linked to mid- to long-term performance and paid in the form of the Companys shares and cash. The indicator for stock-based remuneration is the degree
of growth of financial indicators such as consolidated operating profit ratio and non-financial indicators such as brand value and ESG. The amount of stock-based remuneration is determined within a
performance-linked coefficient of 50% to 150% based on a calculation method approved by the Board of Directors, with reference to the growth of each indicator over the three fiscal years.
The composition of monthly remuneration, bonuses and stock-based remuneration among the individual remuneration, etc., for
Directors who conduct business execution is set so that monthly remuneration accounts for 50% and the total of bonuses and stock-based remuneration accounts for 50%.
Individual remuneration, etc., for Outside Directors and other Directors who do not conduct business execution (excluding
Directors who are Audit and Supervisory Committee Members) consists solely of monthly remuneration.
Monthly remuneration
is paid in a fixed amount every month as compensation for the execution of duties, and bonuses are paid once a year based on a resolution of the Board of Directors. As for stock-based remuneration, in accordance with the share delivery rules
approved by the Board of Directors, a certain number of points are granted each year, and in principle, the points are converted into shares three years after the points are granted and a portion of the shares are converted into cash before payment.
Individual remuneration, etc., for Directors (excluding Directors who are Audit and Supervisory Committee Members) is
determined in accordance with the remuneration standards, etc., approved by the Board of Directors and resolutions of the Board of Directors within the scope of authority granted by the General Meeting of Shareholders.
When making decisions or changes to the remuneration structure for the officers and remuneration standards, etc., the Board of
Directors shall deliberate after hearing the opinions formed by the Audit and Supervisory Committee in advance.
Remuneration for Directors who are Audit and Supervisory Committee Members consists solely of monthly remuneration determined
and paid through consultation among the Directors who are Audit and Supervisory Committee Members.
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3.
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Reasons for the Board of Directors to determine that the details of individual remuneration, etc. for Directors
are in line with the determination policy
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The details of individual remuneration, etc., for Directors
are determined by the remuneration standards, etc., approved by the Board of Directors within the scope of authority granted by the General Meeting of Shareholders, and the resolutions of the Board of Directors.
The Board of Directors includes five Outside Directors and when making decisions or changes to the remuneration structure for
the officers and remuneration standards, etc., the Board of Directors shall deliberate after hearing the opinions formed by the Audit and Supervisory Committee in advance.
Therefore, the Board of Directors believes that the individual remuneration for Directors for the fiscal year ended
March 31, 2021 is in line with the determination policy.
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