TOKYO OHKA KOGYO CO., LTD. (TOK) provides chemical products, such as photoresist, and equipment for semiconductors and displays.

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Governance

Corporate Information

We have positioned the corporate governance 
as one of our most important management issues.

Corporate Governance

Basic Concept

We have had a management vision of aiming to become “The e-Material Global Company” contributing to a sustainable future through chemistry under our management principles since the foundation (“Create a frank and open-minded business culture,” “Continue efforts to enhance our technology,” “Raise the quality levels of our products,” and “Contribute to society”). We believe that realizing this will lead to benefits shared by shareholders and all other stakeholders and improve corporate value.
  We strive to realize the management vision, placing enhancement of corporate governance as one of the most important issues. That is to ensure transparency and solidness of the management and efficiency by expediting decision-making process.
  One of TOK’s material issues and company-wide strategies in the TOK Medium-Term Plan 2021 is improving corporate governance. The Company created and published the TOK Corporate Governance Guidelines in April 2019 as a compilation of its basic policies and approaches to continuously improve corporate governance.

Type of System

As a company with audit & supervisory board members, TOK employs the audit & supervisory board members system. We are taking action to strengthen audits performed by the audit & supervisory board members with the greater authority stipulated by the Companies Act of Japan. In addition, TOK is taking advantage of the benefits of reforms to its Board of Directors, establishment of the executive officer system, and the election of an independent outside director to fortify the management decision-making and supervisory function and the business execution function while clarifying responsibility for performing these functions. We are convinced that these measures are the most effective means to strengthen management and upgrade our corporate governance.

ガバナンス強化に向けた歩み

Corporate Governance System

ガバナンス体制

Directors/Board of Directors(Diagram①)

To rapidly respond to changes in the operating environment and to clarify the management responsibility of directors in each accounting period, the tenure of directors has been shortened from two years to one year since June 2006. To increase transparency in the Board of Directors and to strengthen its oversight function, it was decided in June 2006 to appoint one outside director who has independence. The number of outside directors was increased by one in June 2015 and one in March 2020, leading to three independent outside directors at present. As a result, outside directors take up one-third of the nine directors in total.
  In principle, the director system has simplified two layers: representative director and directors. This creates a framework that allows the Board of Directors to fulfill its primary responsibilities by effectively reaching management decisions and supervising the Company’s management.
  As of March 30, 2021, the Board of Directors is chaired by Director and President Noriaki Taneichi, and consists of nine directors (three of whom are outside directors). In principle, the Board of Directors meets once a month on a regular basis and holds extraordinary meetings as required. The meetings are held to decide important matters of business execution with the goal of supervising the business duties executed by the representative director and directors.
  The number of directors on the Board of Directors is set to not exceed 10 directors in the Company’s Articles of Incorporation. The articles also stipulate that resolutions for the election of directors must be approved by a non-cumulative majority vote at a General Meeting of Shareholders with a third or more of the shareholders in attendance.

Assessment of the Effectiveness of the Board of Directors

Our directors and audit & supervisory board members conduct an assessment and discuss at meetings of the Board of Directors using an anonymous self-evaluation questionnaire of the composition of the Board of Directors, the effectiveness of the Board of Directors, information related to the Board of Directors, the decision-making process, and external communications. This offers an analysis and assessment of the effectiveness of the Board of Directors as a whole.

(Conducted evaluation of the Board of Directors for FY2019/12 and made improvements on identified issues)

Standards for the preparation and operation of materials were established concerning the issues identified in the previous evaluation such as 1) clarification of agenda items, 2) deepening discussion on company-wide managerial requirements, and 3) further enhancement of training. Improvement was also made to review the training details and promote related discussion.

(Revised the content of the questionnaire for the Board of Directors evaluation for FY2020/12)

In this sixth session of self-evaluation, questions were included concerning the promotion of DX and during-/post-COVID-19 era, which were identified as requirements and social issues in the previous evaluation. The questionnaire was also reviewed by including continuous questions that required descriptive responses concerning company-wide managerial requirements.

Time of evaluationDecember 2020 (questionnaire survey)
  ◆ Composition of Board of Directors
◆ Effectiveness of Board of Directors
◆ Information related to Board of Directors
◆ Decision-making process
◆ External communication
Evaluation results
○: Favorable/
appropriate
▲: Requiring
improvement
○ Having a balanced composition of inside directors,
in terms of experience and track record with thorough
understanding of each field
○ Maintaining diversity by incorporating outside
directors with different backgrounds, knowledge,
and expertise
○ The share of independent outside directors has
been increased to one-third
○ The size of the Board of Directors, frequency of
meetings, matters discussed, and time spent on
discussions are all appropriate
○ In an atmosphere of frank and open discussions,
rapid decision-making has done well having the
outside directors and outside audit & supervisory
board members with high levels of transparency
○ Generally good self-improvement and in-house
check-and-balance functions
▲ There should be deeper discussions about mediumto
long-term management strategies toward the
resolution of sustainability requirements regarding
business domains, risk management, appointment
of human resources, and utilization of IT
▲ Preliminary briefing and reporting systems should
be improved for important matters
Measures to be
implemented/matters
to be examined based
on the evaluation
results
❶ Deepening discussions on company-wide managerial
requirements
❷ Preliminary briefings to outside directors and audit
& supervisory board members concerning important
agenda items
❸ Further enhancing communication among directors
and audit & supervisory board members
❹ Review of directors and audit & supervisory board
members
❺ Establishing a mechanism to facilitate discussion and
providing preliminary briefing sessions for outside
directors and audit & supervisory board members

Review of Decision-Making Authority of the Board of Directors

Within the context of strengthening the functions of the Board of Directors and changes in the business environment, the decision-making authority of the Board of Directors was reviewed in April 2019, such as delegating decision-making authority to the Committee of Officers. We also revised the regulations of the Board of Directors, the regulations of the Committee of Officers, the Specific Authority by Position, and the Duty and Authority regulations. The decision-making authority of subsidiaries in Japan and overseas was also revised in FY 2020/12.

Establishment of Meetings of Outside Directors and Audit & Supervisory Board Members

TOK has established meetings of outside directors and audit & supervisory board members with the participation of all outside directors and all outside audit & supervisory board members. They are held with the same frequency as meetings of the Board of Directors. The standing audit & supervisory board members also attends the meetings.

  • The meetings aim to strengthen the effectiveness and add vigor to discussions at the Board of Directors through the following:
  • Exchange of opinions on themes to be taken up at the next meeting of the Board of Directors, as well as on the operation and proceedings of the said meetings of the Board of Directors
  • Commentary on cutting-edge technological matters

and other measures, as well as reporting circumstances inside and outside the Company in a timely manner. In this way, the meetings aim to strengthen the effectiveness and add vigor to discussions by the Board of Directors.

Officers and Committee of Officers(Diagram②)

While taking steps to strengthen the Board of Directors’ functions in management decision-making and supervision, TOK has the Committee of Officers made up of all officers to reinforce its business execution capabilities. The committee members include the chief executive officer, the chief operating officer, senior executive officers, executive officers, and officers, allowing for their business responsibilities, capabilities, and other considerations.
  As of March 30, 2021, the Committee of Officers was chaired by President Noriaki Taneichi and comprised 13 officers, including six officers also serving as directors. In principle, the Committee of Officers meets once a month on a regular basis and holds extraordinary meetings as required. The meetings are held to share instructions and orders resolved by the Board of Directors and information among the officers, and with the goal of planning management strategies and then deliberating and approving certain important decisions that are not subject to a Board of Directors resolution.

Audit & Supervisory Board Members and Audit & Supervisory Board(Diagram③)

As of March 30, 2021, TOK has four audit & supervisory board members, including three outside audit & supervisory board members. To receive reports from audit & supervisory board members regarding important audit-related matters, to discuss the matters, and/or to make resolutions, the Audit & Supervisory Board meets once a month on a regular basis and holds extraordinary meetings as required. Audit & supervisory board members comply with the Audit Standards (Audit & Supervisory Board Members Auditing Regulations) established by the Audit & Supervisory Board and participate in meetings of the Board of Directors in accordance with the audit policy and the division of duties. They also receive reports from directors and others on the execution of duties, and require explanation when necessary, thereby auditing the execution of duties by the directors. The audit & supervisory board members receive reports from the accounting auditor (auditing firm) on the execution of duties concerning accounting matters, and require explanation when necessary, thereby verifying the validity of audit methods and results.
  To improve the effectiveness of corporate audits, and to ensure smooth execution of audit duties, one person is assigned to assist the duties of the audit & supervisory board members while serving in other positions.

Internal Auditing Division(Diagram④)

The Internal Auditing Division is under the direct control of the president. In addition to internal audits, this division offers suggestions, proposals, and advice for continuous improvement through evaluations of the effectiveness of internal controls in financial reporting.

Accounting Auditor(Diagram⑤)

The accounting auditor undertakes accounting audit of TOK from a fair and independent standpoint. The accounting audit of TOK for FY 2020/12 was executed by two certified public accountants: Mr. Hiroki Kitagata and Mr. Yohei Masuda, both of whom are a designated limited liability partner and executive member of Deloitte Touche Tohmatsu LLC. There were nine other certified public accountants, three persons who have passed the certified public accountant examination, and eight other people who assisted in conducting the accounting audit of TOK. The details of the remuneration paid from TOK to the accounting auditor (Deloitte Touche Tohmatsu LLC) regarding accounting audit for FY 2020/12 was as follows:
• Remuneration in relation to the services set forth in Article 2, Paragraph 1, of the Certified Public Accountants Act (Act No.103 of 1948): ¥58 million

Nomination and Compensation Advisory Committee(Diagram⑥)

TOK established the Nomination and Compensation Advisory Committee, chaired by an outside director with more than half of its members consisting of outside directors, to enhance corporate governance by strengthening the fairness, transparency, and objectivity of procedures related to the nomination, dismissal, and remuneration of directors.
  In the process of determining remuneration amounts for directors in FY 2020/12, the Nomination and Compensation Advisory Committee formulated the remuneration table for relevant directors, proposed remuneration amount for each director, and proposed remuneration amount for each outside director, referring to the performance of the TOK Group, contribution by the relevant directors to the medium-term plan and the budget for the previous fiscal year, and comparison with companies of the same scale. These proposed remuneration amounts for directors were deliberated and resolved at the Board of Directors meeting.
  As of March 30, 2021, the majority of the Nomination and Compensation Advisory Committee consists of outside directors, and the Committee is chaired by an outside director. The chair is Hiroshi Kurimoto, an outside director, and the members are Noriaki Taneichi, the president, Kunio Mizuki, a director, and Noriko Sekiguchi and Kazuo Ichiyanagi, who are outside directors.

Legal Advisers(Diagram⑦)

The Company has concluded advisory contracts with a number of law firms and receives appropriate advice from legal advisors in situations requiring legal assessment.

Efforts to Invigorate the Shareholders’ Meeting and Facilitate Smooth Exercise of Voting Rights(Diagram⑧)

To facilitate the exercise of voting rights by shareholders, we hold our General Meeting of Shareholders in March, when most other Japanese companies’ shareholder meetings are not hosted, set a period for reviewing the resolutions for approval by the meeting that is longer than the number of days required by law, and publish the Notice of Convocation of the General Meeting of Shareholders on our website ahead of time, or 28 days (four weeks) before the day of the meeting. It is also sent out early (21 days [three weeks] before the day of the meeting. Shareholders who cannot attend the General Meeting of Shareholders are able to exercise their voting rights in writing, and by electromagnetic means (including the use of a voting rights exercise platform for institutional investors). In addition, the notice of convocation is also prepared in English to help better understanding by institutional investors overseas. We also describe the reported matters using narrated video footage to promote understanding by shareholders who attended the General Meeting of Shareholders, and upload the Notice of Convocation, Notice of Resolution, and Results of the Exercise of Voting Rights to the General Meeting of Shareholders for disclosure, each of which is in Japanese and English, on the Company website.

Cooperation between the Audit & Supervisory Board Members, Internal Auditing Division and Accounting Auditor

Internal Audit and Corporate Audit(Diagram⑨)

◦Cooperation between the audit & supervisory board members and accounting auditor

The audit & supervisory board members receive reports on the result of accounting audits and other work from the accounting auditor (auditing firm) four times a year. They also receive an explanation of the auditing plan from the accounting auditor once a year. In addition, the audit & supervisory board members also accompany the accounting auditor to the factory audits the accounting auditor conducts if necessary, as well as examine the auditing method of the accounting auditor. Apart from this, the audit & supervisory board members also regularly exchange information and opinions with the accounting auditor.

◦Mutual coordination among audits by outside audit & supervisory board members, internal audits, audit & supervisory board members audits, and accounting audits, and their relationship with the internal control department

To enable outside audit & supervisory board members to audit the directors’ performance of duties, they attend the meetings of the Board of Directors. They also receive internal audit reports from the Internal Auditing Division, reports on the results of audits conducted by the standing audit & supervisory board member after attending important meetings (such as the executive officers meeting and the sales meeting), and audits performed by viewing and surveying important decision-making documents (such as requests for approval), and audit reports from the accounting auditor. Moreover, information and opinions are exchanged with the Internal Auditing Division, the standing audit & supervisory board member, and the accounting auditor on a periodic basis. In addition, the outside audit & supervisory board members receive reports as appropriate from the Internal Auditing Division regarding its evaluation of the effectiveness of internal controls over financial reporting and from the accounting auditor regarding its opinion on the internal control audit.

Election of Outside Directors and Outside Audit & Supervisory Board Members

The Company has nine directors, three of whom are outside directors, or one-third of them. Similarly, the Company has four audit & supervisory board members of whom three are outside audit & supervisory board members. The Company has established the following criteria and policies regarding independence in the election of outside directors and outside audit & supervisory board member.

Independence Standards for Outside Officers
Independent outside officers under these criteria are defined as those who fulfill the legal requirements of an outside officer and to whom any one of the following does not apply.

a. A person who executes the business of the Company or its consolidated subsidiaries (the “Group”) or who did so for a period of 10 years before being appointed.
b. A person/entity for which the Group is a major client (Note 1) or who executes the business of such a person/entity.
c. A major customer of the Group (Note 2) or a person who executes the business of such customer.
d. A major lender of the Group (Note 3) or a person who executes the business of such lender.
e. A person who, apart from receiving officer compensation from the Group, belongs to a consulting, accounting, or legal firm (corporate entity, cooperative, or other such group) receiving large amounts of cash or other assets (Note 4) from the Group.
f. A person to whom the above b. through e. applied in the previous three years.
g. A person who in the past three years has received donations from the Group averaging more than ¥3 million per year.
h. Major shareholders of the Group (Note 5) or a person who executes the business of such shareholder.
i. A person who executes the business of a company with a mutual relationship between outside officers. (Note 6)
j. A person whose spouse or a relative within the second degree of kinship comes under any one of above items a. through i.
k. A person who has served a total of more than eight years as an outside officer.
l. Regardless of the above provisions, a person for whom it is deemed likely that conflicts of interest will arise with the Company.

Notes:
1. A person/entity for which the Group is a major client means a supplier that provides the Group with products or services, the amount of which transactions averaged more than ¥10.0 million per year over the past three years and represented more than 2% of the supplier’s consolidated annual revenue in the most recent fiscal year.
2. A major customer of the Group means a customer to which the Group provides products and services, the amount of which transactions averaged more than ¥10.0 million per year over the past three years and represented more than 2% of the Group’s consolidated annual revenue in the most recent fiscal year.
3. A major lender of the Group means a financial institution that has lent an amount equivalent to more than 2% of the Group’s consolidated total assets.
4. A large sum of cash or other assets means assets that averaged more than ¥10.0 million per year over the past three years and which in the most recent fiscal year had an economic value in excess of 2% of the said consultant or accounting or legal expert’s consolidated annual revenue. (In the event the beneficiary of the said assets is a corporation, association, or other organization, then assets that averaged more than ¥10.0 million per year over the past three years and which in the most recent fiscal year had an economic value in excess of 2% of the said organization’s consolidated annual revenue).
5. Major shareholder means a shareholder with a ratio of voting rights of more than 10%.
6. A mutual relationship between outside officers means a relationship in which a person who executes the business of the Group is also an outside officer at another company, and in which a person who executes the business of the said outside company is an outside officer of the Company.

Remuneration for Directors and Audit & Supervisory Board Members

◦Basic Policy on Determination of Remuneration for Directors (Excluding Outside Directors)

The Company has established a Nomination and Compensation Advisory Committee, chaired by an outside director, to serve as an advisory function to the Board of Directors. The committee has held deliberations to examine the preferred remuneration system for the Company, giving consideration to the outlook for the management environment and the approach to corporate governance in Japan based on which the Company’s remuneration policy for directors (excluding outside directors) has been determined as follows.

◦Basic Principle of Remuneration

Remuneration for directors (excluding outside directors) is determined based on the following basic concepts.

Aim to support the Company’s sustainable value creation

  • Set the composition and level of remuneration so as to provide healthy motivation to generate sustainable growth and corporate value in the medium to long term
  • Clarify responsibility for each fiscal year’s results by fairly and impartially reflecting quantitative evaluations based on financial performance and evaluation of efforts to address issues taking into consideration medium- to long-term strategy in annual bonuses
  • Strive to create sustainable corporate value by continuously providing long-term incentives linked to the Company’s medium- to long-term performance
  • Promote the long-term holding of shares while serving in management and share interests with shareholders

Ensure objectivity and transparency in remuneration decisions

  • Determine the remuneration decision policy and the individual amount of payment upon deliberation by the Nomination and Compensation Advisory Committee, which is composed primarily of outside directors.
  •  Employ an independent remuneration advisor and set an appropriate remuneration level taking into consideration the Company’s business characteristics and, based on verification through comparisons with corporate groups of the same size using objective data from outside, also taking into account recent public opinion.
  • Proactively disclose information necessary for stakeholders including shareholders, to monitor the relations between remuneration and corporate value
◦Remuneration Structure

The Company’s remuneration structure for directors (excluding outside directors) consists of basic remuneration, which is a fixed salary, and performance-linked remuneration. Performance-linked remuneration consists of an annual bonus that is linked to company-wide performance for each fiscal year, a performance-linked share-based remuneration system (performance share units) that is linked to the sustainable creation of corporate value, and a restricted share-based remuneration system that is provided to continually share value with shareholders through the continued holding of stock. An outline of each remuneration component is presented below.

◦Outline of Remuneration Components
Type of remunerationObjective/summary
Basic remunerationFixed cash salary based on position
Annual bonus Performance-linked cash remuneration to evaluate steady achievement of targets for each fiscal year
· To clarify responsibility for results in each fiscal year, the payment rate is determined in a range from 0% to 200% of the standard amount, in proportion to the degree of achievement of the targets for consolidated operating margin and consolidated net sales for each fiscal year, which are key performance indicators.
· In some cases, the payment rate determined above may be multiplied by any of 0.95, 1.00, or 1.05 depending on discretionary evaluation by the Nomination and Compensation Advisory Committee or by the president.
· Paid in a lump sum after the end of each fiscal year
Performance-linked
share-based
remuneration
(performance
share unit)
Performance-linked share-based remuneration to provide an incentive to sustainably increase corporate value
· The number of shares to grant is decided within the range of 0% to 200% of the standard amount (the “payment rate”), according to the achievement rate for numerical targets such as earnings during the performance evaluation period.*1
· The method for calculating the number of the Company’s shares granted and amount of cash paid is as follows. First, the number of the Company’s shares to be granted to each eligible director is calculated in accordance with formula (i) below (fractions of less than 100 shares being rounded down); then the amount of cash paid to each eligible director (cash for payment of taxes) is calculated in accordance with formula (ii) below.
(i) Number of the Company’s shares granted to each eligible director Standard share unit number*2 × Payment rate × 50%
(ii) Amount of cash to be paid to each eligible director(Standard share unit number × Payment rate – Number of the Company’s shares calculated in (i) above) × Stock price at the time of grant
· Grant shares in a lump sum after the end of a performance evaluation period
Restricted sharebased
remuneration
system
Share-based remuneration to further facilitate the alignment of interests with shareholders by promoting long-term holding of stock
· Grant restricted shares in the number determined by the Company’s Board of Directors each fiscal year in accordance with the rank of each eligible director
· Restriction on transfers is lifted when conditions are met, such as when the restriction period expires, or when an eligible director retires or resigns from their position before the restriction period expires by reason of expiration of their term of office, death, or some other reason the Company’s Board of Directors deems justifiable, and ceases to serve as a director, officer, audit & supervisory board member, employee or any other equivalent position stipulated in advance by the Board of Directors of the Company.

*1 The initial performance evaluation period for the performance-linked share-based remuneration system is the two-year period from the fiscal year ending December 31, 2020
through the fiscal year ending December 31, 2021. Aiming to sustainably create corporate value, the Company will use the ROE target, which is a strategic indicator in the
Medium-Term Plan, during the initial performance period.
*2 Determined by the Board of Directors in accordance with the rank of each eligible director

◦Payment Rate of Basic Remuneration and Performance-Linked Remuneration

As for the weight of each remuneration component, the ratio of basic remuneration as a fixed salary to performance-linked remuneration was set at 55:45 in order to provide a healthy incentive to generate sustainable growth and corporate value in the medium -to long term. The ratio of basic remuneration to the annual bonus (standard amount) to performance-linked share-based remuneration (standard amount) to restricted share-based remuneration (standard amount) is set at roughly 1 (55%) to 0.27 (15%) to 0.18 (10%) to 0.36% (20%). The composition of remuneration is indicated in the figure below.
  The indicators used for specific calculation of performancelinked remuneration are decided by a resolution adopted by the Company’s Board of Directors after deliberation by the Nomination and Compensation Advisory Committee.

Composition of remuneration
報酬構成
◦Level of Remuneration

The level of remuneration for the Company’s directors (excluding outside directors) is appropriately set according to each position in order to provide healthy incentives to excellent personnel who generate sustainable growth and corporate value in the medium to long term. The level is specified by setting benchmarks upon a selection of comparable corporate groups and considering the Company’s business characteristics using the officer remuneration survey data managed by an external remuneration advisor and other data.

◦Remuneration Decision Process

To guarantee objectivity and transparency in the process of determination of the remuneration amounts for eligible directors, the Nomination and Compensation Advisory Committee formulates standard amounts for the respective remuneration components (“remuneration table”), the proposed remuneration amount for each eligible director, and the Board of Directors deliberates and resolves whether the president and chief executive officer may determine the remuneration table and the remuneration amount for each eligible director based on the propositions above. The president and chief executive officer then determines the remuneration table and the remuneration amount for each eligible director within the range approved at the General Meeting of Shareholders.

◦Remuneration Amount for Directors (Excluding Outside Directors)

The remuneration amounts for directors (excluding outside directors) are determined by the process described above within the range approved at the General Meeting of Shareholders. The remuneration range includes the portion paid as salary and bonuses for officer duties undertaken by directors who also serve as officers. The ranges for remunerations are as follows.

Type of remunerationRemuneration range
Basic remunerationWithin ¥400 million per year
Annual bonusWithin ¥220 million per year
Performance-linked
share-based
remuneration
(performance share unit)
The total amount of monetary remuneration claims and cash for tax payment provided to eligible directors as remuneration related to the new performance-linked, share-based remuneration system is within an amount per fiscal year equivalent to 58,000 shares multiplied by the stock price at the time of grant.
Restricted share-based
remuneration system
The total amount of monetary remuneration claims provided as remuneration related to the restricted share-based remuneration system is within ¥150 million per year.
◦Basic Policy on Determination of Remuneration for Outside Directors

Remuneration for outside directors, who serve as oversight function from an independent standpoint from business execution, consists only of basic remuneration of a set amount, which is determined taking into consideration the result of comparison with corporate groups of the same size. The Nomination and Compensation Advisory Committee formulates the proposed remuneration amount for each outside director, and the Board of Directors deliberates and resolves whether the president and chief executive officer may determine the remuneration amount for each outside director based on the propositions above. The president and chief executive officer then determines the remuneration amount for each outside director within the range (up to ¥50 million per year) approved at the General Meeting of Shareholders.

◦Basic Policy on Determination of Remuneration for Audit & Supervisory Board Members

Audit & supervisory board members are responsible for supervising and auditing business duties executed by the directors, in a position that is independent of the Board of Directors. They receive only a basic remuneration in the form of a basic salary, which is decided on and paid out following discussions among the audit & supervisory board members, within a remuneration framework (of within ¥72 million per year) approved by the Shareholders’ Meeting.

Total Remuneration Paid to Directors and Audit & Supervisory Board Member (Fiscal Year Ended December 31, 2020)
Position Total
remuneration
(Millions of yen)
Total of various types of remuneration (Millions of yen) Number
of eligible
personnel
Basic
remuneration
Annual bonus Performancelinked,
share-based
remuneration
Restricted
share-based
remuneration
system
Stock options
Directors
(Excluding outside directors)
5232741283769138
Audit & supervisory board
members
(Excluding outside audit &
supervisory board members)
2323----2
Outside directors and audit &
supervisory board members
5656----6

Note: The amounts for total remuneration and total of various types of remuneration for directors (excluding outside directors) include the portion paid as salary for officer duties undertaken by directors who also serve as officers.

Remuneration Amounts for Directors and Audit & Supervisory Board Members (FY 2020/12)
Name Total
remuneration
(Millions of
yen)
PositionCompanyTotal of various types of remuneration (Millions of yen)
Basic
remuneration
Annual bonus Performancelinked,
share-based
remuneration
Restricted
share-based
remuneration
system
Stock options
Ikuo Akutsu134Director Submitting
company
70329173
Noriaki Taneichi123Director Submitting
company
64308163

Note: The table only includes officers who receive remuneration of ¥100 million or more in total.

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