Officer Remuneration System
Policy on Determining Remuneration for Directors and Executive Officers
To carry out the Medium-term Business Plan steadily for realizing the Group Vision, the Company has formulated the new “Officer Remuneration Policy” including the introduction of a stock-based remuneration system for officers in fiscal 2017. Furthermore, in conjunction with establishing the Medium-term Business Plan that was started in FY2021, the Company changed parts of the system design in April 2021 to provide a function as an incentive for achieving and promoting sustainability management.
Beginning in fiscal 2020, the Company discloses the amount of each officer’s remuneration (including the amount received as remuneration, etc. for an officer of a major consolidated subsidiary, if any) in the Security Reports regardless of whether or not the total of his/her consolidated remuneration, etc. exceeds ¥100 million.
Our officer remuneration system is based on the following basic policies, aiming to achieve the objectives of realizing and promoting sustainability management (pay for purpose). Daimaru Matsuzakaya Department Stores and Parco, major subsidiaries in the Group, have adopted the same basic policies.
●Contributing to the sustainable growth of the Group and increasing corporate value over the medium to long term;
●Establishing a remuneration system that facilitates the achievement of duties (mission) based on the management strategies of professional corporate managers;
●Remuneration levels that can secure and retain personnel who have the “desirable managerial talent qualities” required by the Company;
● Increasing shared awareness of profits with shareholders and awareness of shareholder-focused management; and
●Enhanced transparency and objectivity in the remuneration determining process.
Remuneration Composition for Executive Officers and Non-executive Directors
Procedures for Determining Remuneration for Directors and Executive Officers
To ensure that remuneration levels and remuneration amounts are appropriate and that their determination process is transparent, the determination of the specific remuneration amounts to be paid is made by the deliberation and resolution of the Remuneration Committee, which is comprised of three independent Outside Directors and the Chairperson of Board of Directors who is a non-executive Director from inside the Company.
The Remuneration Committee meetings are to be held at least four times per year and the Company plans to conduct a review of the officer remuneration system upon the completion of the period of each Medium-term Business Plan.
The levels of basic remuneration, bonuses, etc. will be revised based on the determination of the Remuneration Committee in case a significant revision is required due to dramatic changes, etc. in the external environment and other reasons during the Medium-term Business Plan period.
Forfeiture of Remuneration (Clawback and Malus)
Regarding Executive Officers’ bonuses and stock-based remuneration, in the event that a resolution is passed by the Board of Directors regarding the post-revision of financial results due to serious accounting errors or improprieties, in the event that there has been a serious breach of the appointment contract, etc. between the Company and an officer, or in the event that an officer has voluntarily retired for his/her own reasons during his/her term of office against the will of the Company, the Company may request the forfeiture of the right to pay or grant remuneration or the refund of remuneration that has already been paid or granted to the officer.