Corporate Officers

Officer Remuneration

Matters concerning the policy for determining the amount of remuneration, etc., for officers, or the method of calculating such remuneration

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.
The President and Chief Executive Officer with the consent of the Board of Directors has discretion to determine an amount of compensation for each director within the upper limit of remuneration approved at the General Meeting of Shareholders according to an evaluation of each director.
Kanamoto determines fixed remuneration for outside directors according to their role and independence. As for corporate auditors, Kanamoto determines remuneration through deliberation with the Board of Corporate Auditors within the upper limit of remuneration approved at the General Meeting of Shareholders.
The Board of Directors has determined the remuneration for each individual is in line with the relevant decision-making policies.
On September 5, 2025, the Board of Directors resolved to establish a voluntary Nomination and Compensation Committee (effective November 1, 2025) as an advisory body to the Board of Directors, to strengthen the fairness, transparency, and objectivity of procedures related to the nomination and remuneration of directors and corporate officers, and enhance corporate governance. Going forward, remuneration will be determined by the Board of Directors, within the total amount approved by the General Meeting of Shareholders, after obtaining recommendations from the Nomination and Compensation Committee.
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 this General Meeting of Shareholders was nine 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.
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 President and Chief Executive Officer 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