Governance structure
The compensation limit under the service-based and performance-linked stock compensation plan will be changed to a method of multiplying the maximum number of reference shares to be delivered by the share price at the time of delivery and other factors. The payout ratio will be changed from a fixed 45% to a range of 45% to 100%, as determined by the Board of Directors. The service-continuation period for outside directors’ RSUs will be changed from 3 consecutive years to 1 consecutive year. Shareholding guidelines for outside directors will be established.
| Item | Details |
|---|---|
| Committee | Voluntary Nomination and Compensation Advisory Committee. Comprises at least 3 directors, with a majority being independent officers. The chair is an independent officer. |
| Changes this time | The compensation limit under the service-based and performance-linked stock compensation plan will be changed to a method of multiplying the maximum number of reference shares to be delivered by the share price at the time of delivery and other factors. The payout ratio will be changed from a fixed 45% to a range of 45% to 100%, as determined by the Board of Directors. The service-continuation period for outside directors’ RSUs will be changed from 3 consecutive years to 1 consecutive year. Shareholding guidelines for outside directors will be established. |
Items this document does not state (6)
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 share price rose approximately 20-fold between the end of April last year and the end of April this year, reducing the significance of maintaining the existing compensation limit as an incentive for increasing the share price. The compensation limit will therefore be linked to the share price to provide an incentive for further share price increases. For outside directors, the term of office and period of responsibility will be aligned with the service-continuation requirement, and their interests will be aligned with those of shareholders.