Corporate Governance Report[PDF] - Shiseido group website

through June of 2012 to one audit & supervisory board member who retired at the
conclusion of the 112th ordinary general meeting of shareholders held on June 26,
2012.
6. The following remunerations are paid in addition to the above payments.
1) Yen 2 million was recorded for the fiscal year ended March 31, 2013 as expenses
associated with stock options granted to one director of the Company, at the time he
served as corporate executive officers not holding the offices of directors.
2) Four subsidiaries of the Company paid Yen 31 million to one director of the
Company who also served concurrently as the director of said subsidiaries as basic
remuneration for the current fiscal year.
7. In the fiscal year ended March 31, 2013, Yen 107 million was paid as bonus for the fiscal
year ended March 31, 2012, to four directors excluding external directors as well as
Chairman who was not serving as corporate officer, thus not directly executing company
business (payment based on the resolution at the 112th ordinary general meeting of
shareholders held on June 26, 2012).
8. None of the directors or the audit & supervisory board members will be paid remunerations
other than the executive remunerations described above (including those described in notes
1 through 7).
Amounts of remunerations, etc. of representative directors and directors whose
total amount of remunerations, etc. exceeds Yen 100 million, by type of payment
for the current fiscal year.
Shinzo Maeda,
Representative Director
Hisayuki Suekawa,
Representative Director
Carsten Fischer,
Representative Director
Basic fixed
remuneration Bonuses
18
medium
-term
incentive
Stock
Options
(millions of yen)
Total
49 - - 32 81
46 - - 70 117
51 - - 19 71
Notes:
1. According to the remuneration system for directors and audit & supervisory board members
of the Company, in which bonus for directors linked to annual business results is not
payable to directors who do not directly execute company business. Thus bonus for fiscal
year ended March 31, 2013 is not payable to Mr. Shinzo Maeda, representative director,
who in the fiscal year ended March 31, 2013 served as chairman not serving as corporate
officer, thus engaged in no direct execution of company business.
Meanwhile, bonus for directors is not payable to representative directors Mr. Hisayuki
Suekawa and Mr. Carsten Fischer for their services in the fiscal year ended March 31, 2013,
since consolidated net loss was recorded for the year.
2. The medium-term incentives remuneration will be paid in a lump-sum payment
corresponding to the three years after the end of the Three-Year Plan according to the extent
to which the performance targets are achieved. Being the second year of the Three-Year
Plan, no payment was made in the fiscal year ended March 31, 2013.
3. The amount of long-term incentive stock options indicated above represents the expenses
associated with the current fiscal year among the stock options (stock acquisition rights) in
the fiscal year, upon the approval of the ordinary general meeting of shareholders, in
consideration of duties executed by directors.
4. In addition to the above payments, total Yen ¥31 million was paid to Mr. Carsten Fischer,
representative director as basic fixed remuneration for the fiscal year ended March 31, 2013,
from the four subsidiaries of the Company, in which he is concurrently serving as director.