Executive Compensation
Executive compensation system
Amount of executive compensation, contents of the policy to determine the calculation method of the executive compensation, and how to determine the policy
The compensation of Directors (excluding Directors who are Audit & Supervisory Committee Members; The same shall apply hereafter) and Executive Corporate Officers (Senior Corporate Officer level and above) shall be divided into supervisory and executive compensation. Supervisory compensation is a fixed monthly amount paid in cash to Directors in accordance with their responsibilities. Executive compensation consists of basic compensation, bonuses, and stock-based compensation that are paid to Executive Corporate Officers. The ratio of compensation shall be 60% basic compensation, 25% bonuses, and 15% stock-based compensation, taking into consideration the need to increase incentives to improve business performance and to promote management with an awareness of shareholder value and stock price. The details are in the following table.
Regarding the determination of compensation for individual Directors and Executive Corporate Officers, the President and CEO Teruhiko Achikita is entrusted with the responsibility of making the decisions through resolutions of the Board of Directors. The President has the authority to determine compensation for respective job ranks and to evaluate and determine the individual performances of Executive Corporate Officers. However, the decisions must be approved by the Compensation Committee. In the event of any revision to the policy regarding the determination of the amount of compensation, etc. of executives or the method of calculation thereof, the details of such revisions shall be deliberated by the Committee prior to the resolution of the Board of Directors.
The compensation for Directors who are Audit & Supervisory Committee Members is determined through deliberations by Directors who are Audit & Supervisory Committee Members.
Outline of the stock compensation system
| Eligibility | Directors (excluding Directors who are Audit & Supervisory Committee Members, and Outside Directors) and Executive Corporate Officers (excluding Executive Corporate Officers who are Directors, and Executive Corporate Officers not living in Japan) |
|---|---|
| Period | Until March 31, 2025 |
| he Company’s maximum | A total of 180 million yen (equivalent to 60 million yen a year) |
| How the company shares are acquired | By disposal of its treasury shares or through acquisition from the stock exchange (including off-floor trading) |
| The maximum number of points granted to executive officers | 24,000 points a year |
| Criteria for granting the points | Points are granted according to job rank, etc. (one point equals one company share) |
| Period of provision | In principle, the executive officers will receive the Company’s shares when they retire from their position as a Director or Executive Corporate Officer. |
The date and details of General Shareholders Meeting resolutions on directors’ compensations, etc.
At the 104th Regular General Meeting of Shareholders held on June 25, 2021, the maximum amount of compensation for Directors (excluding Directors who are Audit and Supervisory Committee Members), excluding stock-based compensation, was set at 514 million yen per year (including 50 million yen for Outside Directors; and not including employee salaries). (The number of eligible Directors at that time was nine, including four Outside Directors.)
In a framework separate from the above, the General Meeting of Shareholders has made resolutions to adopt the stock compensation system through the trust. The Board of Directors resolved at its meeting held on May 12, 2022, to extend the period of eligibility to March 31, 2025.
The maximum amount of compensation for Directors who are Audit and Supervisory Committee Members was set at 90 million yen per year (the number of eligible Directors at that time was six) at the 104th Regular General Meeting of Shareholders held on June 25, 2021.
composition ratio
| Basic compensation (60/100) |
A fixed amount based on role and responsibility is paid monthly in cash. |
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| Bonus(25/100) |
The amount calculated based on the company’sperformance and individual performance for the relevant business The ratio of the company performance portion to the individual performance portion shall be 70:30. The amount for the President shall be calculated base solely on company performance. |
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Company performance portion
The payment is calculated and paid according to the achievement of the target indicator
＜Conditional indicators＞
We regard the attainment of a certain level of profit and the payment of dividends for each business fiscal year constantly
If the profit attributable to owners of parent for the business fiscal year in question falls below 70% of the average
＜Target indicators＞
In order to increase incentives to achieve the “Nankai Group Management Vision 2027,”
The percentage of achievement against the budget established at the beginning of the fiscal year will be reflected If the achievement rate falls below 80%, bonuses pertinent to the company performance will not be paid.
Targets and performance of the indicators concerning FY2021 performance-based compensations
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Individual performance portion
The President evaluates the overall level of achievement of the goals set for each individual in each If the standard amount is set at 100%, the amount paid will vary between 0% or 70% and 130%. |
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| Stock compensation （15/100） |
The trust established by the Company with monetary contributions acquires the Company’s shares |
