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Governance7741HOYA CORPORATIONElectrical Equipment and Precision Instruments

Report on Corporate Governance 2026/10/05

From FY2026 onward, the company revised the compensation mix for executive officers and increased the proportions of annual incentives and RSUs. The company has a three-committee governance structure, and the board consists of 5 outside directors and 2 internal directors.

Worth reading
72In focus
Scored from 2 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
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Displayed only when the document provides numerical figures.
Wording
Definitive
How definitive the wording is.

Governance structure

Company with Three Committees
Number of directors7 (including 5 outside directors)
Committee1
Nominating Committee ; Compensation Committee ; Audit Committee
Percentage of outside members 5 outside members, 100%
Changes this time

The compensation mix for executive officers was changed from FY2026 onward. For the CEO, fixed compensation, annual incentive, PSU and RSU were set at 1:1.15:1.25:0.5, while for executive officers other than the CEO, the ratio was set at 1:1.15:1:0.3. RSUs were newly introduced for executive officers from FY2025.

Governance structure
ItemDetails
Corporate Governance StructureCompany with Three Committees
Number of directors7 (including 5 outside directors)
CommitteeNominating Committee (5 outside members, 100%); Compensation Committee (5 outside members, 100%); Audit Committee (5 outside members, 100%)
Changes this timeThe compensation mix for executive officers was changed from FY2026 onward. For the CEO, fixed compensation, annual incentive, PSU and RSU were set at 1:1.15:1.25:0.5, while for executive officers other than the CEO, the ratio was set at 1:1.15:1:0.3. RSUs were newly introduced for executive officers from FY2025.
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.

The Compensation Committee aims to secure outstanding talent by setting competitive compensation levels and structures, taking into account the company’s business environment, compensation levels at other companies based on surveys by external specialist organizations, and the positions and responsibilities involved.

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.
Report on Corporate Governance 2026/10/05 | HOYA CORPORATION (7741) timely disclosure | Komori