Corporate GovernanceRemuneration of Officers
Policy for the Remuneration of Directors, Executive Officers
- The Nomination and Remuneration Advisory Committee will discuss the remuneration of Directors and Executive Officers, and report to the Board based on the following policy.
The Committee will consider levels of the remuneration and linkage with performance by comparing them objectively with officers' remuneration survey data of an external research body, and incorporate findings in its report to the Board of Directors.
<Basic policy on remuneration for officers>
- The Company shall establish a remuneration structure that emphasizes the linkage of remuneration with business performance and medium- to long-term corporate value and share value with the shareholders.
- Remuneration levels shall be appropriate for the roles and responsibilities of the Kirin Group’s officers.
- Remuneration shall be deliberated by the Nomination and Remuneration Advisory Committee, in which Outside Directors constitute a majority, in order to ensure objectivity and transparency.
Incentives for Enhancing Corporate Value and Achieving Sustained Growth
<Composition of remuneration>
- In order to encourage awareness of achieving short-term performance targets and
enhancing medium to long term corporate value, remuneration for Directors of the Board is composed of three parts: basic remuneration (fixed remuneration), bonus (short-term incentive remuneration), and Restricted Stock Compensation (medium- to long-term incentive remuneration).
<Structure of linkage with performance>
- Performance evaluation indicators for bonuses are the Company’s consolidated operating income and individual performance evaluation indicators (for the Chairman of the Board and the President & CEO, only the consolidated operating income will apply). The amount paid ranges from 0%-200% where 100% indicates the achievement of targets.
- Performance evaluation indicators for Restricted Stock Compensation are ROE and normalized EPS, which are the major performance indicators set in the Medium-Term Business Plan. In principle, the percentage of shares for which the restriction is lifted at the expiry of the restriction period is set within the range of 33%-100%, according to the degree of achievement of targets of the initial fiscal year of the restriction period (three years, as a general rule).
- The Company allocates restricted stock to Directors of the Board each fiscal year as a general rule. By having the Directors of the Board continue holding the allocated shares throughout the restricted period, the Company encourages its officers to make continuous management efforts and motivates them to improve share value.
Nomination & Remuneration Advisory Committee
- The Nomination & Remuneration Advisory Committee has been set up to deal with the nomination and remuneration of Directors, Executive Officers and Audit & Supervisory Board Members*. The Nomination & Remuneration Advisory Committee is composed of five (5) Directors (two (2) Internal Directors and three (3) Outside Directors), and the Committee Chairman is appointed out of the Outside Directors. As an advisory body to the Board, the Nomination & Remuneration Advisory Committee discusses the following matters from an objective and fair perspective, and report to the Board of Directors. The matters that are discussed and reported on include the nomination and remuneration of directors, executive officers, Audit & Supervisory Board Members, and succession plan regarding the President & Chief Executive Officer.
Frequency and Attendance rate of the Nomination & Remuneration Advisory Committee
|Number of the Committee held
|Attendance rate regarding the Committee member
Record of Remuneration (fiscal year 2017)
|Remuneration type totals (million yen)
receiving officers (in numbers)
||Restricted Stock Compensation
|Total||# of officers||Total||# of officers||Total||# of officers
- Nine (9) Directors of the Board and five (5) Audit & Supervisory Board Members remain in their positions as of the end of this fiscal year. The total amount above includes the remuneration to one (1) Director of the Board who resigned from office as of March 30, 2017.
- The remuneration limit for Directors of the Board (basic remuneration plus bonus) is ¥950 million per year (Resolved at the 178th Ordinary General Meeting of Shareholders on March 30, 2017). In addition, on the top of this, the remuneration limit regarding the Restricted Stock Compensation System for Directors of the Board excluding Outside Directors is ¥250 million per year (Resolved at the 178th Ordinary General Meeting of Shareholders on March 30, 2017).
- The remuneration limit for Audit & Supervisory Board Members is ¥130 million per year (Resolved at the 178th Ordinary General Meeting of Shareholders on March 30, 2017).
- The above stock compensation, with regard to shares granted to Directors of the Board excluding Outside Directors as Restricted Stock Compensation in this fiscal year, is the amount calculated by multiplying the number of granted shares by the percentage of shares for which the restriction is lifted for cases where Eligible Directors have maintained certain positions at the Company during the Restriction Period and the amount to be paid per share for the relevant shares.
Remuneration totals by officer (fiscal year 2017)
totals (million yen)
|Remuneration type (million yen)
||Restricted Stock Compensation
|Yoshinori Isozaki||President & CEO||228||76||96||56|
|Keisuke Nishimura||Representative Director of the Board, Executive Vice President||136||54||48||34|
Note:We disclose persons whose total amount of remuneration is 100 million yen or more.
© 2007 Kirin Holdings Company, Limited.