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Officer Remuneration System

Policy on determining remuneration for Directors and Executive Officers

To carry out the Medium-term Business Plan steadily for realizing the new 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 April 2020, we revised the policy to reflect the promotion of sustainability management and to further enhance the content of the policy.
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 his/her total 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, a major subsidiary in the Group, has adopted the same basic policies.
●Contributing to the sustainable growth of the Group and increasing corporate value over the medium to long term;
●A highly performance-based remuneration system that provides incentives to Executive Officers both for accomplishing objectives set under management strategies and business plans and for achieving targets with respect to corporate performance;
●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 discussion and resolution of the “Remuneration Committee.”
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.

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.

Corporate Governance