Executive Compensation Linked to Shareholder Value and Performance Targets
First written in FY2016. 30 of 38 entries say "Advanced", first in FY2017-Q2. Latest entry: 2026-08-07.
The whole theme swung hardest in 2024: 13 of 118 companies on the "Worse" side.
- FY2026AdvancedAnnual report
「ESG performance is evaluated using three indicators: the GHG emissions reduction rate (Scope 1 and 2), employee satisfaction survey results (ES), and the MSCI ESG rating.」
The Company specified the details of the ESG evaluation factor used in executive officer compensation, including the GHG emissions reduction rate, employee satisfaction and the MSCI ESG rating, in addition to the existing links to Company performance and individual evaluations. It also disclosed malus and clawback arrangements in the event of serious violations or misconduct. - 2026-05-28RestatedGeneral Meetings of Shareholders
「To promote the enhancement of shareholder value and contribute to the realization of a sustainable society, the compensation system is designed to align the interests of executive officers, including those who concurrently serve as directors, with those of shareholders.」
The company reiterated its compensation philosophy and system, combining shareholder value, performance targets, ESG metrics and share-based compensation. - FY2026-H1AdvancedAnnual report
「The share options issued during the interim accounting period were as follows. Resolution date: 17 July 2025 Category and number of grantees: Company executive officers, including those who also serve as directors: 5 Number of share options: 74 Class, details and number of shares underlying the share options: 7,400 common shares Exercise period for the share options: from 2 August 2027 to 1 August 2033 The increase resulted from a paid third-party allocation as restricted stock compensation.」
The Company issued 74 share options covering 7,400 shares to 5 executive officers, with an exercise period from 2 August 2027 to 1 August 2033. It also issued 4,000 shares as restricted stock compensation and disclosed an increase of 23,664 shares through the exercise of share options. The stock-based compensation program intended to link compensation to shareholder interests and Company performance is progressing through the issuance and exercise stages. - FY2025AdvancedAnnual report
「Executive bonuses are positioned as short-term incentives. The Company introduced performance-linked compensation from the fiscal year ended March 2018 and began linking it to ESG indicators from the fiscal year ending March 2026.」
For executive officer compensation, the Company introduced an ESG evaluation factor using the GHG emissions reduction rate, employee satisfaction and the MSCI ESG rating, in addition to the existing links to Company performance and individual evaluations. It also introduced malus and clawback arrangements. - FY2025-H1AdvancedAnnual report
「The share options issued during the interim accounting period were as follows. Resolution date: 18 July 2024 Category and number of grantees: Company executive officers, including those who also serve as directors: 6 Number of share options: 70 Class, details and number of shares underlying the share options: 7,000 common shares The increase resulted from a paid third-party allocation as restricted stock compensation.」
The Company disclosed the issuance of 70 share options covering 7,000 shares to 6 executive officers and the allocation of 1,800 shares as restricted stock compensation, showing that the stock-based compensation program has progressed to the concrete issuance stage. - FY2024ReframedAnnual report
「The Company discontinued its retirement bonus system in 2004 and adopted a stock option program with stock-based compensation. It subsequently discontinued that program and introduced a restricted stock compensation program for executive officers.」
For executive officers' long-term incentives, the Company discontinued the former stock option program with stock-based compensation and restructured it as restricted stock compensation with a 50-year transfer restriction period. - FY2024-Q3AdvancedAnnual report
「The increase resulted from the exercise of share acquisition rights.」
From October through December 2023, the number of shares increased by 9,300 through the exercise of share options, increasing both stated capital and the capital reserve by ¥18 million. Stock options with stock-based compensation and other instruments are progressing to the actual exercise stage. - FY2024-Q2AdvancedAnnual report
「The share options issued during the second-quarter accounting period were as follows. Resolution date: 20 July 2023 Category and number of grantees: Company executive officers, including those who also serve as directors: 6 Number of share options: 55 Class, details and number of shares underlying the share options: 5,500 common shares Resolution date: 20 July 2023 Category and number of grantees: Company executive officers, including those who also serve as directors: 6 Number of share options: 181 Class, details and number of shares underlying the share options: 18,100 common shares」
For the 20 July 2023 resolution, for which the allocation resolution was disclosed in the previous quarter, the Company disclosed the issuance terms for 55 share options covering 5,500 shares as a long-term incentive and 181 share options covering 18,100 shares intended to link compensation to performance and shareholder interests. The process advanced from the resolution stage to the issuance stage. - FY2024-Q1AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 20 July 2023, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to grant share options as stock options with stock-based compensation to the Company's executive officers, including those who also serve as directors (collectively, the "Eligible Persons"), as a long-term incentive, and resolved their terms as set out below. (1) Number of share options 55 (2) Number of shares underlying the share options 5,500 shares At a meeting of the Company's Board of Directors held on 20 July 2023, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to grant share options to the Company's executive officers, including those who also serve as directors (collectively, the "Eligible Persons"), and resolved their terms as set out below. The purpose is to provide the Eligible Persons with an incentive to improve the Company's performance by linking the Company's performance to the benefits received by them, to align their interests as closely as possible with those of the Company's shareholders, to raise their motivation and morale to improve the Company's performance, and thereby to improve the Company's performance. (1) Number of share options 181 (2) Number of shares underlying the share options 18,100 shares」
The Company resolved to allocate 55 share options covering 5,500 shares to executive officers as a long-term incentive, and 181 share options covering 18,100 shares for the purpose of linking compensation to performance and shareholder interests. The existing stock option program with stock-based compensation has advanced to a new issuance resolution. - FY2023RaisedAnnual report
「The amount determined as prescribed in Article 34, paragraph 1, item 3(a)(1) of the Corporation Tax Act, in relation to the cap on performance-linked bonuses to be paid, is capped at ¥320 million, and the cap for the next period is ¥710 million.」
The Company plans to continue the system linking executive officer compensation to the one-year and four-year cumulative consolidated ordinary profit margins, while setting the cap for performance-linked bonuses in the next period at ¥710 million and the cap on total individual-performance bonuses in the next period at ¥630 million. - FY2023-Q3AdvancedAnnual report
「The increase resulted from the exercise of share acquisition rights.」
From 1 October to 31 December 2022, the number of shares increased by 3,400 through the exercise of share options, increasing both stated capital and the capital reserve by ¥15 million. Stock options with stock-based compensation and other instruments are progressing to the actual exercise stage. - FY2023-Q2AdvancedAnnual report
「The share options issued during the second-quarter accounting period were as follows. Resolution date: 21 July 2022 Category and number of grantees: Company executive officers, including those who also serve as directors: 6 Number of share options: 26 Class, details and number of shares underlying the share options: 2,600 common shares (Note 1) Resolution date: 21 July 2022 Category and number of grantees: Company executive officers, including those who also serve as directors: 6 Number of share options: 86 Class, details and number of shares underlying the share options: 8,600 common shares (Note 1)」
For the 21 July 2022 resolution, for which the allocation resolution was disclosed in the previous quarter, the Company disclosed the issuance terms for 26 share options covering 2,600 shares as a substitute for retirement bonuses and 86 share options covering 8,600 shares intended to link compensation to performance and shareholder interests. The process advanced from the resolution stage to the issuance stage. - FY2023-Q1AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 21 July 2022, the Company resolved, pursuant to Articles 238 and 240 of the Companies Act, to grant share options as stock options with stock-based compensation to the Company's executive officers, including those who also serve as directors (collectively, the "Eligible Persons"), as a long-term incentive, and resolved their terms as set out below. (1) Number of share options 26 At a meeting of the Company's Board of Directors held on 21 July 2022, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to grant share options to the Company's executive officers, including those who also serve as directors (collectively, the "Eligible Persons"), and resolved their terms as set out below. The purpose is to provide the Eligible Persons with an incentive to improve the Company's performance by linking the Company's performance to the benefits received by them, to align their interests as closely as possible with those of the Company's shareholders, to raise their motivation and morale to improve the Company's performance, and thereby to improve the Company's performance. (1) Number of share options 86」
On 21 July 2022, the Company resolved to allocate 26 share options covering 2,600 shares to executive officers as a long-term incentive, and 86 share options covering 8,600 shares for the purpose of linking compensation to performance and shareholder interests. The operation of stock options with stock-based compensation through the previous period has advanced to a new allocation resolution. - FY2022ReframedAnnual report
「Compensation for executive officers, including those who also serve as directors, consists of four types: (i) fixed monthly compensation, (ii) executive bonuses, (iii) conventional stock options, and (iv) stock options with stock-based compensation. Of these, only (i) is fixed compensation; (ii) through (iv) are all variable compensation linked to performance and individual evaluations.」
Following the transition to a company with a three-committee structure, the Remuneration Committee became the body responsible for determining compensation, and the compensation structure was reorganized around fixed compensation, bonuses and two types of stock options, primarily for executive officers. - FY2022-Q2AdvancedAnnual report
「Resolution date: 20 July 2021 Category and number of grantees Company directors: 3 Company executive officers: 2 Number of share options: 21 Class, details and number of shares underlying the share options: 2,100 common shares Resolution date: 20 July 2021 Category and number of grantees Company directors: 3 Company executive officers: 2 Number of share options: 73 Class, details and number of shares underlying the share options: 7,300 common shares」
The Company disclosed the issuance terms based on the Board of Directors' resolution of 20 July 2021: 21 share options covering 2,100 shares as a substitute for retirement bonuses, and 73 share options covering 7,300 shares intended to link compensation to performance and shareholder interests. The process has advanced from the allocation resolution in the previous quarter to the actual issuance stage. - FY2022-Q1AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 20 July 2021, the Company resolved, pursuant to Articles 238 and 240 of the Companies Act, to grant share options as stock options with stock-based compensation to the Company's directors, in lieu of the directors' retirement bonuses discontinued in June 2004, and to the Company's executive officers in connection with the enhancement of the Company's executive officer system, and resolved their terms as set out below. (1) Number of share options 21 (2) Number of shares underlying the share options 2,100 shares At a meeting of the Company's Board of Directors held on 20 July 2021, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to grant share options to the Company's directors and executive officers and resolved their terms as set out below. The purpose is to provide the Eligible Persons with an incentive to improve the Company's performance by linking the Company's performance to the benefits received by them, to align their interests as closely as possible with those of the Company's shareholders, to raise their motivation and morale to improve the Company's performance, and thereby to improve the Company's performance. (1) Number of share options 73 (2) Number of shares underlying the share options 7,300 shares」
At the Board of Directors meeting held on 20 July 2021, the Company resolved to allocate 21 share options covering 2,100 shares as a substitute for retirement bonuses, and 73 share options covering 7,300 shares for the purpose of linking compensation to performance and shareholder interests. - FY2021SoftenedAnnual report
「The amount determined as prescribed in Article 34, paragraph 1, item 3(a)(1) of the Corporation Tax Act, in relation to the cap on performance-linked bonuses to be paid, is capped at ¥250 million for the current period (1 April 2020 to 31 March 2021) and at ¥210 million for the next period (1 April 2021 to 31 March 2022).」
While continuing the performance-linked compensation system linked to the one-year and four-year cumulative consolidated ordinary profit margins, the Company is lowering the cap for performance-linked bonuses in the next period from ¥250 million in the current period to ¥210 million, and the cap on total individual-performance bonuses in the next period from ¥220 million in the current period to ¥180 million. - FY2021-Q3AdvancedAnnual report
「1 October 2020 to 31 December 2020 13,300 36,037,771 129 21,143 129 22,225 (Note) The increase resulted from the exercise of share options.」
During the third-quarter accounting period, the number of shares increased by 13,300 through the exercise of share options, increasing both stated capital and the capital reserve by ¥129 million. Stock options with stock-based compensation and other instruments are progressing to the actual exercise stage. - FY2021-Q2AdvancedAnnual report
「Resolution date: 21 July 2020 Category and number of grantees Company directors: 4 Company executive officers: 3 Number of share options: 32 Class, details and number of shares underlying the share options: 3,200 common shares (Note 1) Exercise period for the share options: from 6 August 2020 to 5 August 2040 Resolution date: 21 July 2020 Category and number of grantees Company directors: 4 Company executive officers: 3 Number of share options: 109 Class, details and number of shares underlying the share options: 10,900 common shares (Note 1) Exercise period for the share options: from 6 August 2022 to 5 August 2028」
The Company disclosed the issuance terms based on the Board of Directors' resolution of 21 July 2020: 32 share options covering 3,200 shares as a substitute for retirement bonuses, and 109 share options covering 10,900 shares intended to link compensation to performance and shareholder interests. The process has advanced from the allocation resolution in the previous quarter to disclosure of the actual issuance terms. - FY2021-Q1AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 21 July 2020, the Company resolved, pursuant to Articles 238 and 240 of the Companies Act, to grant share options as stock options with stock-based compensation to the Company's directors, in lieu of the directors' retirement bonuses discontinued in June 2004, and to the Company's executive officers in connection with the enhancement of the Company's executive officer system, and resolved their terms as set out below. (1) Number of share options 32 (2) Number of shares underlying the share options 3,200 shares At a meeting of the Company's Board of Directors held on 21 July 2020, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to grant share options to the Company's directors and executive officers (collectively, the "Eligible Persons") and resolved their terms as set out below. The purpose is to provide the Eligible Persons with an incentive to improve the Company's performance by linking the Company's performance to the benefits received by the Eligible Persons, to align their interests as closely as possible with those of the Company's shareholders, to raise their motivation and morale to improve the Company's performance, and thereby to improve the Company's performance. (1) Number of share options 109 (2) Number of shares underlying the share options 10,900 shares」
On 21 July 2020, the Company resolved to allocate 32 share options covering 3,200 shares as a substitute for retirement bonuses, and 109 share options covering 10,900 shares for the purpose of linking compensation to performance and shareholder interests. The exercise period for the latter was set from 6 August 2022 to 5 August 2028. - FY2020AdvancedAnnual report
「The increase of 24 thousand in the total number of issued common shares resulted from the exercise of share options.」
During the current period, 24,700 shares were issued through the exercise of share options, and stock options with stock-based compensation and other instruments progressed to the actual exercise stage. - FY2020-Q3AdvancedAnnual report
「The increase resulted from the exercise of share acquisition rights.」
During the third-quarter accounting period, the number of shares increased by 16,200 through the exercise of share options, increasing both stated capital and the capital reserve by ¥82 million. The stock options with stock-based compensation are progressing to the actual exercise stage. - FY2020-Q2AdvancedAnnual report
「Resolution date: 25 July 2019 Number of share options: 49 Class, details and number of shares underlying the share options: 4,900 common shares Exercise period for the share options: from 10 August 2019 to 9 August 2039 Number of share options: 156 Class, details and number of shares underlying the share options: 15,600 common shares Exercise period for the share options: from 10 August 2021 to 9 August 2027」
The Company disclosed the issuance terms for the 25 July 2019 resolution: 49 share options covering 4,900 underlying shares as a substitute for directors' retirement bonuses, and 156 share options covering 15,600 underlying shares intended to link compensation to performance and shareholder interests. The process has advanced from the issuance resolution in the previous quarter to the actual issuance stage. - FY2020-Q1AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 25 July 2019, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to grant share options to the Company's directors and executive officers (collectively, the "Eligible Persons") and resolved their terms as set out below. The purpose is to provide the Eligible Persons with an incentive to improve the Company's performance by linking the Company's performance to the benefits received by the Eligible Persons, to align their interests as closely as possible with those of the Company's shareholders, to raise their motivation and morale to improve the Company's performance, and thereby to improve the Company's performance.」
On 25 July 2019, the Company resolved to allocate 156 share options covering 15,600 underlying shares for the purpose of linking the benefits received by the Eligible Persons to the Company's performance and shareholder interests. The exercise period was set from 10 August 2021 to 9 August 2027. - FY2019SoftenedAnnual report
「The amount determined as prescribed in Article 34, paragraph 1, item 3(a)(1) of the Corporation Tax Act, in relation to the cap on performance-linked bonuses to be paid, is capped at ¥250 million. The total amount of individual-performance bonuses is capped at ¥220 million.」
In the current disclosure, the cap is ¥250 million for performance-linked bonuses and ¥220 million for individual-performance bonuses. Both figures are lower than the caps stated in the previous disclosure. - FY2019-Q3AdvancedAnnual report
「The increase resulted from the exercise of share acquisition rights.」
During the third-quarter accounting period, 2,000 shares were issued through the exercise of share options, increasing both stated capital and the capital reserve by ¥6 million. The previously disclosed stock options with stock-based compensation are now progressing to the actual exercise stage. - FY2019-Q2AdvancedAnnual report
「Stock acquisition rights issued during the second-quarter accounting period were as follows.」
For the resolution made on 26 July 2018, the Company disclosed the details of the issue: 54 stock acquisition rights representing 5,400 underlying shares in lieu of retirement bonuses, and 257 stock acquisition rights representing 25,700 underlying shares intended to link compensation to Company performance and shareholder interests. The disclosure had progressed from the previous stage of resolving to issue the rights to the stage of disclosing the actual issue details. - FY2019-Q1AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 26 July 2018, the Company resolved, pursuant to Articles 238 and 240 of the Companies Act, to allot stock acquisition rights as stock-based compensation stock options to its directors, in lieu of the payment of directors' retirement bonuses discontinued in June 2004, and to its executive officers in connection with the enhancement of the Company's executive officer system, and resolved the details as described below. The number of stock acquisition rights was 54, representing 5,400 underlying shares. The Company also resolved to allot 257 stock acquisition rights, representing 25,700 underlying shares, for the purpose of providing incentives to improve the Company's performance by linking it to the benefits received by the recipients and aligning their interests as far as possible with those of the Company's shareholders.」
At the Board of Directors meeting held on 26 July 2018, the Company resolved to issue 54 stock-based compensation stock options for directors and executive officers in lieu of retirement bonuses, and 257 stock acquisition rights intended to link compensation to Company performance and shareholder interests. - FY2018AdvancedAnnual report
「Directors' bonuses are positioned as short-term incentives. From the fiscal year ended March 2018, the Company introduced performance-linked compensation and will pay directors profit-linked bonuses (performance-linked compensation) and individual evaluation bonuses calculated according to the methods below as directors' bonuses.」
The policy announced in the previous fiscal year was implemented as part of the compensation system for the fiscal year ended March 2018, and the calculation methods and payment limits for profit-linked bonuses and individual evaluation bonuses were disclosed. - FY2018-Q2AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 27 September 2017, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to issue stock acquisition rights as stock options to its directors and executive officers, and allotted them as described below on 12 October 2017. (1) Number of stock acquisition rights: 226; (2) Number of underlying shares: 22,600; (6) Exercise period: from 13 October 2019 to 12 October 2025.」
The Company allotted 226 stock acquisition rights representing 22,600 underlying shares as stock-based compensation stock options for directors and executive officers. The exercise period was specified as 13 October 2019 to 12 October 2025. - FY2018-Q1AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 25 July 2017, the Company resolved, pursuant to Articles 238 and 240 of the Companies Act, to allot stock acquisition rights as stock-based compensation stock options to its directors, in lieu of the payment of directors' retirement bonuses discontinued in June 2004, and to its executive officers in connection with the enhancement of the Company's executive officer system, and resolved the details as described below.」
The Company resolved a new issue of stock-based compensation stock options for directors and executive officers, comprising 56 stock acquisition rights and 5,600 underlying shares, with an allotment date of 9 August 2017 and an exercise period from 10 August 2017 to 9 August 2037. - FY2017Details of the Performance-Linked SystemAnnual report
「Directors' bonuses are positioned as short-term incentives. From the fiscal year ended March 2018, the Company introduced performance-linked compensation and will pay directors profit-linked bonuses (performance-linked compensation) and individual evaluation bonuses calculated according to the methods below as directors' bonuses.」
The Company announced its policy of introducing performance-linked compensation from the fiscal year ending March 2018 and specified annual consolidated ordinary profit margin, cumulative 4-year consolidated ordinary profit margin and individual qualitative evaluations as calculation factors. The payment limit for profit-linked bonuses is ¥300 million, and the aggregate payment limit for individual evaluation bonuses is ¥260 million. - FY2017-Q2AdvancedAnnual report
「At a meeting of the Company's Board of Directors held on 28 September 2016, the Company resolved, pursuant to Articles 236, 238 and 240 of the Companies Act, to issue stock acquisition rights as stock options to the Company's directors and executive officers, and allotted them as described below on 13 October 2016.」
The Company disclosed the resolution to issue and allot stock options for directors and executive officers: 324 stock acquisition rights, 32,400 underlying shares, an exercise price of ¥12,318 per share, and an exercise period from 14 October 2018 to 13 October 2024. - FY2016First statedAnnual report
「The compensation system is designed to promote growth in shareholder value, enable directors to share interests with shareholders, motivate directors to achieve performance targets under DISCO's business strategy, and ensure a highly objective and transparent compensation decision-making process.」
The Company identifies sharing interests with shareholders, motivating achievement of performance targets, and objectivity and transparency as its compensation principles. Directors' bonuses vary based on the consolidated ordinary profit margin on sales, and stock options are also classified as performance-linked compensation.