13.07.2015 Views

The 3rd Ordinary General Meeting of Shareholders

The 3rd Ordinary General Meeting of Shareholders

The 3rd Ordinary General Meeting of Shareholders

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(3) Matters Concerning Determination <strong>of</strong> the Remunerations for Directors and CorporateAuditorsMaximum Limit <strong>of</strong> the Remunerations for Directors and Corporate Auditors<strong>The</strong> maximum limit <strong>of</strong> the Remunerations for directors and corporate auditors was resolved at theCompany’s first ordinary general meeting <strong>of</strong> shareholders as follows:A. <strong>The</strong> total amount <strong>of</strong> the Remunerations for directors shall be not more than 1.1 billion yen(including not more than 200 million yen for outside directors) per one (1) fiscal year. Thisdoes not include salaries and bonuses for the employees who concurrently hold the position <strong>of</strong>director.B. <strong>The</strong> total amount <strong>of</strong> the Remunerations for corporate auditors shall be not more than200 million yen per one (1) fiscal year.<strong>The</strong> Remunerations for directors are paid within the limits mentioned in item A, based on the policydescribed in the following paragraph. In addition, the Remunerations for corporate auditors are setas fixed-amount remuneration for the purpose <strong>of</strong> independence in their duties, and are paid withinthe limits mentioned in item B above based on discussions with each corporate auditor.Policies regarding Determination <strong>of</strong> the Calculation Method for the Remunerations forDirectors<strong>The</strong> Remunerations for directors are structured reflecting the Company’s business results for therelevant fiscal year, consisting <strong>of</strong> two (2) types <strong>of</strong> payments, the fixed-amount remuneration paidevery month according to each director’s role, and the bonuses the amount <strong>of</strong> which changesaccording to consolidated ordinary income. <strong>The</strong> policies for determining the Remunerations isdecided by resolutions <strong>of</strong> the Board <strong>of</strong> Directors’ meetings after deliberations at and reporting by theRemuneration Advisory Committee (consisting <strong>of</strong> two (2) outside directors and two (2)representative directors; chaired by an outside director.)49

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