FANCL REPORT 2022
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8(3)6(4)14(7)5(-)-(-)5(-)3Nomination and Compensation CommitteeMonthly compensationForm of paymentCompensation composition Basic compensationratio*1Evaluation itemsOfficer classifications(Note)The above figures include remuneration granted to one Supervisory Board member who retired at the conclusion of the 41st Ordinary General Meeting of Shareholders held on June 26, 2021. The number of directors paid does not include one unpaid director (outside director).Medium-term incentiveMonetaryVariable compensationPerformance-linked portion*315%Evaluation indexTotal Compensation, etc. (促 million)Long-term incentive*1The compensation composition ratio is an image calculated Stocks + monetary*2*250% of medium- and long-term incentives consist of the Fixed portion*3The performance-linked portion of the medium-term incentive is paid after the final fiscal year of the medium-term management plan.Evaluation weightTotal compensation, etc., by type (促 million)Performance-linked stock compensationMonthly compensationFY Mar/2022 held eight timesDirectors(Of whom Outside Directors)Audit & Supervisory Board members(Of whom outside Audit & Supervisory Board members)Total(Of whom outside officers)Variable 45%Fixed 55%Net salesOperating incomeROECO2 emissionsEmployee engagementBusiness partner evaluationsPerformance-linked grantsPerformance-linked compensationNon-monetary compensationSustainability31(-)-(-)31(-)Fixed grantNon-monetary compensationNumber of eligible officersComposition of compensation paid to the President & CEO, Representative DirectorMedium-term incentive performance-linked compensation indexOfficer Compensation, etc., in FY Mar/202245IntroductionThe Company has in place a Nomination and CompensationCommittee as an advisory body to the President & CEO,Representative Director to actively involve the independentoutside directors in the nomination of director candidates and in deciding officer compensation as well as to ensure the fairness,transparency and objectivity of procedures. The chairperson of thecommittee as well as the majority of its members are independentoutside directors. In addition to matters relating to the nominationof directors and executive officers of the Company, the committee drafts the compensation system, examines the amounts of compensation for each individual and submits a full report stating its opinions to the President & CEO, Representative Director.Officer Compensation SystemOfficer compensation consists of monthly compensation, whichpays a fixed amount each month, stock-based compensation asa long-term incentive, and performance-linked, stock-basedcompensation as a medium-term incentive. The monthlycompensation is further divided into basic compensation, whichis determined based on the weight of the officer’s roles andresponsibilities, and variable compensation that is determined34%Financial indicatorsNon-financial indicatorsManagement30%241(35)57(21)298(56)Business Modeleach year on the basis of factors that include the degree to which the annual plan (operating income) in the previous fiscal year was achieved and an individual performance evaluation. In the case of outside directors, however, only basic compensation is paid.The performance-linked, stock-based compensation plan grants to eligible directors the Company’s shares and other financial instruments in accordance with factors that include the position held by the eligible director and the level of achievement of performance targets. The plan comprises two portions: a performance-linked portion, in which shares in the Company are delivered in accordance with the level of achievement of the Medium-Term Management Plan; and a fixed portion that is in accordance with the position held by the eligible director.The performance-linked portion is positioned as a medium-term incentive for the realization of the Group’s Medium-Term Management Plan. Compensation is determined from multiple perspectives by incorporating the achievement rate of financial indicators and non-financial indicators, such as CO2 emissions, employee engagement, and business partner evaluations.The fixed portion is positioned as a long-term incentive to improve corporate value throughout the director’s term in office.21%203(35)57(21)261(56)30%50%10%10%based on a certain level of the Company’s earnings and share price, and will fluctuate according to the Company’s earnings and share price.monetary portion and is paid as fund tax payments.*Financial indicators: Evaluated based on actual results in the final year of the medium-term plan (FY Mar/2024)*Non-financial indicators: CO2 emissions are evaluated based on the results of the final year of the medium-term management plan (FY Mar/2024), and other indicators are evaluated based on the average values of the three years of the medium-term management plan.Data Section

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