Directors Remuneration Relationship

In 2005, the Company formulated the basic policy on officer remuneration, which outlines the method of remuneration for directors, etc. At a meeting of the Board of Directors in February 2021, the policy was revised as follows.

1. Role of Officers and Remuneration

The role demanded of officers is to seek to enhance short-, medium-, and long-term corporate value, and officer remuneration shall serve as an effective incentive for them to perform that role.

2. Level of Remuneration

The level of officer remuneration shall be suitable for the role, responsibility, and performance of the officer.

3. Remuneration of Directors and Its Composition

1. Remuneration of directors shall be paid within the scope of the remuneration limit approved at the Shareholders' Meeting.
2. Remuneration of inside directors shall comprise monthly remuneration and bonus. Monthly remuneration shall comprise fixed remuneration paid in accordance with the post of each individual and performance-linked remuneration. The amount of bonus to be paid shall be determined in accordance with the post of each inside director after performance evaluation.
3. Remuneration of outside directors shall comprise monthly remuneration and bonus. Monthly remuneration shall comprise only fixed remuneration, while bonus shall be the same as that of inside directors.
4. The ratio of performance-linked remuneration to the total amount is approximately a little over 30% for directors who are responsible for business execution and approximately 10 to 20% for directors who are not responsible for business execution when performance targets are achieved.

4. Remuneration of Audit & Supervisory Board Members and Its Composition

1. Remuneration of audit & supervisory board members shall be paid within the scope of the remuneration limit approved at the Shareholders' Meeting determined through discussions among audit & supervisory board members.
2. Remuneration of audit & supervisory board members shall comprise only fixed monthly remuneration.

Total Remuneration for Directors and Audit & Supervisory Board Members (Fiscal 2019)

*1: Figures above include payments to two directors and one outside Audit & Supervisory Board member who retired at the conclusion of the 219th Ordinary General Shareholder's Meeting.

*2: The total basic monthly salary for all directors, including outside directors, approved at the 205th Ordinary General Shareholder's Meeting, is to be a maximum of 50 million yen per month, and total bonuses for all directors approved at the 206th Ordinary General Shareholder's Meeting is to be a maximum of 90 million yen per year.

*3: The total basic monthly salary for all Audit & Supervisory Board members, including outside members, approved at the 190th Ordinary General Shareholder's Meeting, is to be a maximum of 12 million yen per month.

5. Assurance of Objectivity and Transparency of Remuneration System

The Company shall assure the objectivity and transparency of thesystem of officer remuneration by establishing and operating the Advisory Committee comprising a number of outside directors, outside audit & supervisory board members and inside directors to govern the system of personnel affairs and remuneration of officers.