Business Report - Shiseido group website

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[Proportion of Each Remuneration Type by Rank and Standards for Performance-Linked Remuneration (Assuming 100% Achievement Rate of All Performance Targets)] Chairman President Executive & Vice CEO President Corporate Senior Executive Officer Corporate Executive Officer Carsten Fischer, Corporate Corporate Senior Officer Executive Officer Fixed Basic Fixed Remuneration 42% 30% 43% 44% 45% 48% 34% Remuneration Calculation Standard According to the rank Calculated individually Bonuses (Short-Term) - 23% 22% 21% 21% 21% 22% Calculation Standard - Consolidated results Consolidated results and business results of duties in charge and personal evaluation Medium-Term Incentives 29% 23% 17% 17% 17% 16% 35% Performance- Performance Linked Remuneration Calculation Standard Targets of the Three-Year Plan targets of the duties in charge for 3 years Long-Term Incentives 29% 23% 17% 17% 17% 16% 9% Calculation Standard [Translation: AGM 2012] According to the rank - 38 - Calculated individually Total 100% 100% 100% 100% 100% 100% 100% For each rank, the remunerations for representative directors and directors are the same. 2) Amount of Remuneration, etc. to Directors and Corporate Auditors of the Fiscal Year Ended March 31, 2012 Basic Fixed Remuneration Bonuses Medium-Term Incentive Long-Term Incentive (Stock Option) (millions of yen) Directors (9 persons) 254 107 - 87 450 External Directors among 36 - - - 36 Directors (3 Persons) Corporate Auditors (6 Persons) 96 - - - 96 External Corporate Auditors among 36 - - - 36 Corporate Auditors (3 Persons) Total 350 107 - 87 546 Notes: 1. Basic remuneration for directors has the ceiling amount of Yen 30 million per month as per the resolution of the 89th ordinary general meeting of shareholders held on June 29, 1989. Basic remuneration for corporate auditors has the ceiling amount of Yen10 million per month as per the resolution of the 105th ordinary general meeting of shareholders held on June 29, 2005. 2. The above amount to be paid as bonuses to directors during the fiscal year ended March 31, 2012 is subject to the approval of the Fourth Item of <strong>Business</strong> (Payment of Bonuses to Directors) at this ordinary general meeting of shareholders. A total amount of Yen 120 million was paid as bonus to the six directors (excluding the external directors) during the fiscal year ended March 31, 2011 (based on the resolution of the 111th ordinary general meeting of shareholders held on June 24, 2011). Total
3. 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 achieved. Being the first year of the Three-Year Plan, no payment was made in fiscal year ended March 31, 2012. 4. 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. 5. The above payment includes the amounts of the following remunerations, etc., paid to directors and corporate auditors. 1) Remunerations to one retired director The Company paid Yen 6 million in basic remunerations for the months April through June of 2011 to one director who retired at the conclusion of the 111th ordinary general meeting of shareholders held on June 24, 2011 and recorded Yen 6 million for the current fiscal year as expenses associated with stock operations granted to said director. 2) Remuneration to one retired corporate auditor The Company paid Yen 7 million in basic remuneration for the months April through June of 2011 to one corporate auditor who retired at the conclusion of the 111th ordinary general meeting of shareholders held on June 24, 2011. 6. The following remunerations are paid in addition to the above payments. 1) Yen 1 million was recorded for the current fiscal year as expenses associated with stock options granted to three directors of the Company, at the time they served as corporate executive officers not holding the offices of directors. 2) Four subsidiaries of the Company paid Yen 28 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. 3) Yen 18 million was recorded as a final retirement payment granted to one director who retired at the conclusion of the 111th ordinary general meeting of shareholders held on June 24, 2011, at the time he served as corporate executive officer not holding the office of director. (Payment was made based on the abolition of the retirement bonus system for directors and corporate auditors in 2004). 4) Yen 35 million was recorded as a final retirement payment granted to one corporate auditor who retired at the conclusion of the 111th ordinary general meeting of shareholders held on June 24, 2011, at the time he served as corporate executive officer not holding the office of director. (Payment was made based on the abolition of the retirement bonus system for directors and corporate auditors in 2004). 7. None of the directors or the corporate auditors will be paid remunerations other than the executive remunerations described above (including those described in notes 1 through 6). [Translation: AGM 2012] - 39 -
Page 1 and 2: [Translation: AGM 2012] Business Re
Page 3 and 4: 2) Operational Review by Business S
Page 5 and 6: In the core Chinese market, we face
Page 7 and 8: Moreover, the Shiseido Group provid
Page 9 and 10: Notes: 1. Annual cash dividends per
Page 11 and 12: Customer-First Strategy This strate
Page 13 and 14: Emerging Countries We will strength
Page 15 and 16: 1.2 Outline of the Shiseido Group (
Page 17 and 18: Laboratoires Decléor S.A.S. [Trans
Page 19 and 20: holdings (Percentage of shareholdin
Page 21 and 22: 4. Matters Concerning Stock Acquisi
Page 23 and 24: Issue Date of Stock Acquisition Rig
Page 25 and 26: Notes: 1.There are 8 directors and
Page 27 and 28: External Directors External Corpora
Page 29 and 30: Position Name Major Activities Exte
Page 31: 3. Corporate officers who were desi
Page 35 and 36: 6.Matters Concerning Accounting Aud
Page 37 and 38: In addition to the above, corporate
Page 39 and 40: appropriateness of business. The re
Page 41 and 42: Incorporation and other regulations
Page 43 and 44: (including an external director), e
Page 45 and 46: Overview of Shiseido’s CSR Activi

Business Report - Shiseido group website

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