Appointment of Outside Directors and Outside Audit & Supervisory Board Members
Outside Director
| Name | Reasons of appointment | Attendance at meetings of the Board of Directors in 2023 |
|---|---|---|
| Takanobu Yoshida | Based on a wide range of insight from his extensive experience in the sales and marketing fields, including having served as Vice President of Sales at Danone Japan Co., Ltd., he is able to provide meaningful advice to company management and appropriately oversee business execution from an objective and practical standpoint. | 14 out of 14 meetings (100％) |
| Hiromi Horie | She has served in positions such as department manager and executive officer at Levi Strauss Japan Co., Ltd. and Starbucks Coffee Japan Co., Ltd. before setting up her own company Haruka Inc. in 2017, at which she serves as Representative Director. The broad insight gained through her extensive experience enables her to provide useful suggestions for the Company's management and appropriately oversee business execution from an objective standpoint. | 14 out of 14 meetings (100％) |
| Yoshikazu Ito | He has experience and achievements in the field of production technology at Ajinomoto Co., Inc., and has held key senior positions at production bases in Japan and overseas. In addition, his extensive business experience gives him a wide range of insights that enable him to provide advice on production management, plant operations, and investment decisions regarding the introduction of equipment, as well as appropriately oversee business execution from an objective standpoint. | 10 out of 10 meetings (100％) |
| Tomohisa Ota | Through his wealth of IT-related practical experience, which includes system design and development and new solutions development, he has created a DX consulting business and engages in various activities in the IT industry. The broad insight gained through his extensive experience enables him to provide useful suggestions for the Company’s management and appropriately oversee business execution from an objective standpoint. | - |
Outside Audit & Supervisory Board Members
| Name | Reasons of appointment | Attendance at meetings of the Board of Directors in 2023 |
|---|---|---|
| Atsuhiko Kimura | He has a wide range of knowledge and extensive business experience as a certified public accountant, and is able to conduct audits from an independent standpoint. | 10 out of 10 meetings (100％) |
| Nobuko Hanano | She is able to conduct audits from an independent standpoint based on legal knowledge and experience cultivated over many years as a lawyer. | 14 out of 14 meetings (100％) |
| Ryoji Matsubara | He has a wide range of insight through his extensive business experience at Mitsubishi Corporation and other companies, and is able to conduct audits from an independent standpoint. | 14 out of 14 meetings (100％) |
Remuneration for Directors
Remuneration for Directors consists of (i) basic remuneration (monthly remuneration), (ii) performance-linked remuneration (bonuses), and (iii) share-based compensation. The amount of remuneration to each Director is comprehensively determined based on the overall assessment of Kanro’s business results and the responsibilities and degree of contribution of each Director, which is resolved by the Board of Directors based on recommendation of the Governance Committee, the majority of which are independent Outside Directors in accordance with the Directors’ remuneration policy, etc.
(i) Basic remuneration (monthly remuneration)
Basic remuneration for Directors is paid in cash once a month as fixed monthly remuneration based on the standards for remuneration for officers that were decided and enacted after referring to the levels of other companies (manufacturing industry) learned from the surveys conducted by external institutions.
Basic remuneration for Audit & Supervisory Board Members is determined through discussions by the Audit & Supervisory Board, based on the standards for remuneration for officers.
(ii) Performance-linked remuneration (bonuses)
Performance-linked remuneration for Directors is paid in cash as bonuses once a year in the form of rank-based bonus amount (paid based on company performance) and allocation amount of assessment fund (allocated based on the assessment of individual performance), which are set for each range of ordinary income, based on the standards for payment of bonuses to officers that were decided and enacted after referring to the levels of other companies (manufacturing industry) learned from the surveys conducted by external institutions.
However, bonuses for Outside Directors are fixed amounts, and bonuses for Audit & Supervisory Board Members are determined through discussions by the Audit & Supervisory Board based on the standards for payment of bonuses to officers.
If ordinary income is less than 300 million yen, bonuses shall not be paid out.
(iii) Share-based compensation
In accordance with the resolution of the 67th Ordinary General Meeting of Shareholders held on March 29, 2017, the Company introduced a share-based compensation system (the "System") for Directors (excluding Outside Directors) and Executive Officers (collectively "Directors, etc.").
Share-based compensation is the system that a trust (the “Trust”) established by way of funds contribution by the Company will acquire Company’s shares, and a certain number of Company’s shares equivalent to the number of points granted to Directors and other officers by the Company in accordance with certain criteria such as their ranks and etc. will be issued to Directors and other officers through the Trust. In principle, the issuance of shares of the Company to Directors and other officers shall be at the time of retirement from office as Directors and other officers. (or at the time of retirement from office as an Audit & Supervisory Board Member if the Director or other officer assumes the office of Audit & Supervisory Board Member after retirement as a Director or other officer).
The total amount of each is disclosed separately for internal Directors and Outside Directors.
| Officer Category | Total amount of remuneration paid for FY2023 (thousand yen) | Number of eligible officers |
|---|---|---|
| Directors (excluding Outside Directors) |
157,333 | 4 |
| Outside Directors | 22,400 | 1 |
| Outside Officer | 47,200 | 8 |
