Outside Directors

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 2020
Hiromichi Mitsuda He is capable of providing useful suggestions at meetings of the Board of Directors and appropriately overseeing business execution from an objective and professional standpoint, drawing on his wide range of insights through extensive experience in the research and manufacturing fields of the food industry. 15 out of 15 meetings
(100%)
Takanobu Yoshida He has held the positions of Vice President, Sales at Danone Japan Co., Ltd. and other companies and is capable of providing useful suggestions at meetings of the Board of Directors and appropriately overseeing business execution from an objective and practical standpoint, drawing on his wealth of business experience in the sales and marketing fields. 15 out of 15 meetings
(100%)
Hiromi Horie She held the positions of department head and management executive at Levi Strauss Japan KK and Starbucks Coffee Japan, Ltd. and subsequently assumed office as Outside Director of Adastria Co., Ltd., while setting up her own company Haruka Inc. in 2017, at which she serves as Representative Director. As she has a wide range of insights through her wealth of business experience, she is capable of providing useful suggestions for the Company’s management and appropriately overseeing business execution from an objective standpoint. -

Outside Audit & Supervisory Board Members

Name Reasons of appointment Attendance at meetings of the Board of Directors in 2020
Kazuo Takahashi He has deep insight gained through extensive business experience at Mitsubishi Corporation and is capable of conducting audits from an independent standpoint. 15 out of 15 meetings
(100%)
Nobuko Hanano Based on her knowledge of law and experience gained over many years as an attorney at law, she is capable of conducting audits from an independent standpoint. 15 out of 15 meetings
(100%)
Ryoji Matsubara He has a wide range of insights through his wealth of business experience at Mitsubishi Corporation and other companies and is capable of conducting audits from an independent viewpoint. -

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 FY2020 (thousand yen) Number of eligible officers
Directors
(excluding Outside Directors)
124,367 4
Outside Directors 14,200 3
Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members) 22,400 2
Outside Audit & Supervisory Board Members 27,700 3
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