Governance structure
Following the annual general meeting of shareholders, the Board of Directors will change from its current 14-member structure to a 13-member structure, with 6 of the 13 directors being independent outside directors. The compensation mix is expected to change from 70:15:15 for fixed compensation:short-term incentive compensation (cash):long-term incentive compensation (shares) to 60:15:25.
| Item | Details |
|---|---|
| Number of directors | Currently 14 directors. Following the annual general meeting of shareholders, 6 of the 13 directors are expected to be independent outside directors. |
| Committee | Nomination and Compensation Advisory Committee (a majority of the members are independent outside directors, and the chair is an independent outside director) |
| Changes this time | Following the annual general meeting of shareholders, the Board of Directors will change from its current 14-member structure to a 13-member structure, with 6 of the 13 directors being independent outside directors. The compensation mix is expected to change from 70:15:15 for fixed compensation:short-term incentive compensation (cash):long-term incentive compensation (shares) to 60:15:25. |
Items this document does not state (5)
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.The company explains that the current Board of Directors and the compensation system already approved ensure the necessary expertise, diversity and oversight functions, as well as the company’s ability to address the enhancement of corporate value over the medium to long term. It also states that the proposed stock-based compensation could encourage a pursuit of short-term profits and excessive risk-taking, while changing the record date is expected to increase administrative and financial costs because it would differ from the dividend record date.