In order to realize the Group’s Corporate Philosophy, the following basic policy was newly formulated for our executive remuneration system.
In revising the executive compensation system, the basic policy on executive compensation and other general matters concerning the systems such as compensation level, compensation composition, evaluation indicators, and executive compensation regulations are determined by a resolution of the Board of Directors, based on deliberations by the Evaluation Committee, a discretionary advisory committee, of which the majority of members are outside officers.
Individual executive remuneration is determined by the Board of Directors following deliberations on performance-linked remuneration and performance-linked, stock-based remuneration by the Evaluation Committee.
(The establishment of target values at the beginning of the fiscal year and evaluation of the level of achievement at the end of the fiscal year for individual officers for each fiscal year are determined based on interviews conducted by the Representative Director of the Board, President with the directors of the Board and executive officers themselves. The Evaluation Committee checks the rationality and appropriateness thereof. The Board of Directors determines the executive remuneration for each officer, after receiving the Evaluation Committee’s report.)
We provide the following system, in order to strengthen the objectivity and transparency of the executive remuneration system and to ensure an executive remuneration scheme that is satisfying for stakeholders.
Candidates for director are nominated with an emphasis on the following matters, in consultation with the Nomination Committee.
* With respect to candidates for Audit & Supervisory Board members, the company places emphasis on experience in financial accounting and administrative divisions. In particular, candidates for outside Audit & Supervisory Board members are nominated with the consent of the Audit & Supervisory Board in light of the independence standards, with the same emphasis on a high degree of insight, expertise and experience as candidates for outside directors.
When appointing outside directors and outside Audit & Supervisory Board members, we have established criteria for maintaining their independence and work to confirm that there are no circumstances that would cause conflicts of interest in accordance with the regulations. In addition, we stipulate that outside directors and outside Audit & Supervisory Board members should strive to maintain their independence and promptly report any case in which they may not be able to maintain their independence.
For details: Our policy and initiatives regarding the Corporate Governance Code (Japanese only)
The Board of Directors implements the following measures to fulfill its roles and responsibilities:
Examples of Implementation in FY2021
As to whether or not we acquire and hold cross-shareholdings, we examine the economic rationality of such shareholdings on an annual basis, taking into account both quantitative and qualitative perspectives, including whether or not such shareholdings will contribute to improving corporate value not only in the short term but also in the mid- to long-term. As a result, we are working to reduce cross-shareholdings based on appropriate decisions from the perspective of capital efficiency.
We determine the approval/disapproval of the standards for exercising voting rights comprehensively, by carefully examining each proposal from the standpoint of improving the corporate value of investee companies, and maintaining relationships with them.