Corporate Officers

Officer Remuneration

Policy Matters Concerning Officer Remuneration and Calculation Methods

Several Kanamoto directors serve concurrently as corporate officers. Kanamoto believes in an approach that clearly separates remuneration for these duties. Director remuneration is fixed remuneration for management decision-making and auditing functions, while corporate officer remuneration reflects a performance-based evaluation, which links the fixed portion of the remuneration with business performance to function as incentives.
Compensation for Outside Directors shall be a fixed amount in light of their roles and independent position.
Compensation for Corporate Auditors shall be determined by consultation of the Board of Corporate Auditors, within the compensation limits decided at the General Meeting of the Shareholders.
Compensation for Directors is decided by the Board of Directors based on proposals determined by the Nomination and Compensation Committee. These proposals are formulated within the compensation limits decided at the General Meeting of the Shareholders and are based on evaluations of each Director. The compensation for Corporate Officers is determined in the same way.
The Board of Directors has determined the remuneration for each individual is in line with the relevant decision-making policies.
A resolution at the 26th General Meeting of Shareholders convened on January 24, 1991 set the upper limit of remuneration for directors at an annual amount of ¥240 million (not including the employee salaries). The number of directors at the conclusion of the General Meeting of shareholders this year is eight directors. The 56th General Meeting of Shareholders convened on January 28, 2021 set the upper limit of remuneration provided for under the transfer-restricted stock-based compensation system for directors (excluding outside directors) to no more than ¥100 million annually.
A resolution at the 42nd General Meeting of Shareholders convened on January 26, 2007 set the upper limit of remuneration for corporate auditors at an annual amount of ¥50 million. The number of corporate auditors at the conclusion of the General Meeting of shareholders this year is two corporate auditors.
The President and Chief Executive Officer Tetsuo Kanamoto with the consent of the Board of Directors has discretion to determine an amount of remuneration for individual directors. Kanamoto has given the Representative Director and President this discretion because it has determined him to be the best person to evaluate the divisions of which each director is in charge.
Kanamoto provides incentives to directors (excluding outside directors; hereinafter eligible directors) for sustainable enhancements of corporate value and a transfer-restricted stock-based compensation system in order to better share value with the shareholders. The eligible directors will receive payment of all monetary compensation claims to be paid as property contributed in-kind to issue or dispose of common Company stock based on the approval of the Board of Directors. The monetary compensation claim shall not exceed ¥100 million annually, which equates to the issue or disposal of no more than a total of 50,000 shares in common Company stock. Moreover, the Board of Directors shall determine the specific payment period and allocation of payment to each eligible director.

Total Remuneration and Other Compensation by Officer Classification, Total Amount by Type of Remuneration and Other Compensation, and Eligible Number of Officers

Material Salaries Paid to Corporate Officers Serving Concurrently as Employees