Kariya (
Revision of the Amount of Compensation Payable to Members of the Board
Regarding the amount of compensation payable to the Members of the Board of the Company, the 84th Ordinary General Meeting of Shareholders held on
We propose setting a yearly limit of the compensation for Members of the Board instead of the monthly limit that we currently set. Moreover, we propose setting the maximum amount of compensation at
If the proposal is approved as proposed, the number of Members of the Board will be eight (8) (including three (3) Outside Members of the Board.)
Introduction of the Restricted Shares Compensation Plan
Purpose of the Introduction Plan
This Plan is designed to have Eligible Members of the Board further share value with shareholders and to provide them with more incentives to achieve medium- to long-term enhancement of corporate value.
Condition with respect to the Introduction of the Plan
The introduction of the Plan is subject to our shareholders' approval at the Shareholders' Meeting to grant such compensation to Eligible Members of the Board of Directors. At the Shareholders' Meeting, we plan to propose the introduction of the Plan and establishment of compensation concerning the Plan for Eligible Members of the Board of Directors.
Subject to the approval of proposal revision of the amount of compensation payable to Members of the Board and introduction of the restricted shares compensation plan as originally proposed, the Company will apply the same Restricted Share-based Compensation System to Executive Vice Presidents and Senior Executive Officers who are not Members of the Board.
Under the Company's new compensation system for Members of the Board, compensation for Members of the Board (excluding non-executive Members of the Board and Outside Members of the Board) will consist of 'basic compensation (fixed amount),' 'bonus (short-term incentive)' and 'share-based compensation (medium- to long-term incentive).' The ratios of basic compensation, bonus and share-based compensation will be roughly 60%, 30% and 10%, respectively, if the amount of consolidated operating profit equals the reference amount.
The Company will monitor the impact of the introduction of share-based compensation and consider increasing the ratio of share-based compensation.
Non-executive Members of the Board and Outside Members of the Board will receive basic compensation (fixed amount) only.
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