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Governance2175SMS CO.,LTD.Information and Communications, Services and Others

Notice Regarding Revisions to the Executive Compensation System and the Introduction of a Post-Delivery Restricted Stock Compensation System

The compensation system for directors will be reviewed. Compensation for in-house directors will be revised to comprise basic compensation and an annual bonus, and the existing stock option plan will be discontinued. In addition, performance-based and non-performance-based deferred-delivery stock-based compensation will be introduced for the Representative Director and President. Both changes are subject to approval at the general meeting of shareholders and other conditions.

Worth reading
67In focus
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
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Wording
Conditional
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Number of directorsThere are currently 3 in-house directors, excluding directors serving as Audit & Supervisory Committee members. If the proposal is approved at the general meeting of shareholders, there will be 1 in-house director and 2 outside directors. The total number of directors, including Audit & Supervisory Committee members, is Not disclosed.
Committee1
Nomination and Compensation Advisory Committee. Independent outside directors constitute a majority of its members.
Changes this time

The executive compensation system will be revised so that compensation for in-house directors comprises basic compensation and an annual bonus, and no new share acquisition rights will be issued as stock options going forward. A new compensation limit will be established for outside directors, and deferred-delivery stock-based compensation using PSUs and RSUs will be introduced for the Representative Director and President.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directorsThere are currently 3 in-house directors, excluding directors serving as Audit & Supervisory Committee members. If the proposal is approved at the general meeting of shareholders, there will be 1 in-house director and 2 outside directors. The total number of directors, including Audit & Supervisory Committee members, is Not disclosed.
CommitteeNomination and Compensation Advisory Committee. Independent outside directors constitute a majority of its members.
Changes this timeThe executive compensation system will be revised so that compensation for in-house directors comprises basic compensation and an annual bonus, and no new share acquisition rights will be issued as stock options going forward. A new compensation limit will be established for outside directors, and deferred-delivery stock-based compensation using PSUs and RSUs will be introduced for the Representative Director and President.
Items this document does not state (4)
Number of independent officersPolicy on cross-shareholdingsTakeover defensesControlling shareholder

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To strengthen incentives for sustainable enhancement of corporate value through a performance-linked compensation system, and to encourage the eligible directors to perform their duties while further promoting value sharing with shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Revisions to the Executive Compensation System and the Introduction of a Post-Delivery Restricted Stock Compensation System | SMS CO.,LTD. (2175) timely disclosure | Komori