Remuneration of directors
Policies for determining the remuneration of directors and calculation methods for the fiscal year ended January 31, 2024
The remuneration of directors consists of a basic remuneration and a performance-linked bonus. The upper limits of the remuneration established by resolution at the general meeting of shareholders held on April 27, 2017, are ¥200 million per year for five directors who are not members of the Audit and Supervisory Committee and ¥30 million per year for three directors who are members of the Committee.
The Board of Directors and the Audit and Supervisory Committee have the authority over the remuneration of directors. This authority extends to deliberating and determining the amount of a basic remuneration and a performance-linked bonus for each director. The remuneration of directors who are not members of the Audit and Supervisory Committee is determined solely by the Board of Directors, whereas the remuneration of Audit and Supervisory Committee members is determined by deliberation among the members of the Committee.
How to determine the policy for determining the remuneration for each individual is set forth in the rules concerning the remuneration of directors, resolved by the Board of Directors. The Board of Directors receives reports that are deliberated by the Nomination and Remuneration Committee based on the policy for determining the remuneration and within the range of the total amount resolved by the General Meeting of Shareholders, so the Board of Directors deems that the content of the report is in line with the said policy.
The policy for determining the percentage of the amount of remuneration for each individual shall be decided based on the reports that are deliberated by the Nomination and Remuneration Committee , comprehensively taking into account the role and contribution status of each director as well as business performance.
The basic remuneration is determined based on the amount established for each director position, with the Company’s business performance, relative weight against employee salaries, and remuneration levels at other companies taken into consideration. However, if it is not appropriate to pay a remuneration calculated in such a manner due to a significant decline in the Company’s business performance or other factors, the Company reserves the right to reduce the amount of basic remuneration.
The metrics for performance-linked bonuses is calculated using a formula based on the Company’s annual profit, as this is judged to be the most reasonable way to measure the performance of directors. For the fiscal year ended January 31, 2024, the target metrics for performance-linked bonuses had been set at ¥920 million, and the result was ¥1,074 million.
The processes that the Board of Directors and the Audit and Supervisory Committee went through to determine the remuneration of directors for the fiscal year ended January 31, 2024, are summarized as follows:
With regard to the remuneration for directors who are not members of the Audit and Supervisory Committee, the amount of basic remuneration was determined by resolution of the Board of Directors on April 26, 2018, and has since remained unchanged. The amount of a performance-linked bonus for each director was determined by resolution of the Board of Directors on February 29, 2024.
With regard to the remuneration for directors who are members of the Audit and Supervisory Committee, the amount of basic remuneration was determined by deliberation among the members of the Committee on April 26, 2018, and has since remained unchanged. The amount of a performance-linked bonus for each director was determined by deliberation among the members of the Committee on February 29, 2024.
Total amount of remuneration by type of director, amount by type of remuneration, and the number of corresponding directors for the fiscal year ended January 31, 2024
| Type of director |
Total amount of remuneration (in thousands of yen) |
Amount by type of remuneration (in thousands of yen) |
Number of corresponding directors |
|
|---|---|---|---|---|
| Basic remuneration |
Performance -linked bonus |
|||
| Directors who are not members of the Audit and Supervisory Committee or outside directors |
115,185 | 95,450 | 19,735 | 5 |
| Directors who are members of the Audit and Supervisory Committee but are not outside directors |
– | – | – | – |
| Outside directors |
25,154 | 23,400 | 1,754 | 3 |
Total amount of remuneration for each director paid for the fiscal year ended January 31, 2024
We have omitted providing information here as no directors were paid remuneration of ¥100 million or more.
