The Company’s remuneration for directors consists of fixed remuneration, basic remuneration, and performance-based remuneration, which changes in accordance with performance indicators, such as the Company’s results and stock price.
By its nature, performance-based remuneration will not be paid to outside directors, who are independent of the execution of operations. Only fixed remuneration is paid to outside directors.

Performance-based remuneration is paid in accordance with short-to-medium-term results. Performance-based remuneration is determined, based on the results for the fiscal year, stock price movements, and the evaluation of individuals’ performance of their duties.
Performance-based remuneration shall be 0% to 140% of the fixed remuneration. If the goal attainment level is 100%, the ratio of the fixed remuneration and performance-based remuneration to total remuneration is 60% and 40%, respectively.

The Company seeks to ensure the objectivity and transparency of remuneration for directors through the following procedures:

(1) Under the Remuneration Policy for Directors and Officers, the Governance Committee, which is chaired by an outside director and consists of all outside directors and the representative director, considers the remuneration system and remuneration levels and sends recommendation to the Board of Directors, which makes a decision.

(2) The Company determines remuneration levels after considering their reasonableness by comparing them with remuneration levels at competitors and/or other companies of similar sizes, which are extracted from the database of a third party.

 

The corporate auditors determine remuneration for them within the total remuneration approved at the general meeting of shareholders.
Considering that corporate auditors have the authority to independently oversee the directors’ performance of their duties, only fixed remuneration is paid to corporate auditors.

 

　

(1) Policy for remuneration for directors

　

The basic policy for determining remuneration for directors is to secure competent personnel as directors of AUTOBACS SEVEN to maintain and enhance the corporate value of the AUTOBACS Group, which is based on a franchise system, and to ensure that the directors’ function of supervising the execution of operations is effective.

(2) Policy for remuneration for officers

　

The basic policy for determining remuneration for officers is to secure competent personnel, who play a central role in the execution of business operations of the AUTOBACS Group, which is based on a franchise system, and to make effective use of remuneration as incentives, to improve results in the short and medium/long terms, and to increase the corporate value.

The Company’s remuneration levels shall take into account the Company’s results and the responsibilities of officers. In determining remuneration levels, the Company uses third-party studies of officers’ remuneration at domestic companies and compares the Company’s remuneration levels with those at competitors in the same industry and/or other companies of similar sizes.

In the Company’s officers remuneration system, remuneration for officers consist of fixed remuneration and performance-based remuneration, which changes in accordance with the Company’s results and stock price.

The Company designs the remuneration system to improve results in the short and medium/long terms and to enhance corporate value by paying performance-based remuneration in accordance with results and the evaluation of officers’ performance of their duties.
By its nature, performance-based remuneration is not paid to outside directors and corporate auditors, who are independent from the execution of operations.

The Company ensures the objectivity and transparency of the directors’and officers’ remuneration system by consigning its design to the Governance Committee, which is chaired by an outside director and consists mainly of outside directors.

• Classification		Total Remuneration (￥millions)	Fixed Remuneration		Performance-based Remuneration
  			Number of People	Amounts Paid (￥millions)	Number of People	Amounts Paid (￥millions)
  Directors	Directors	339	10	204	5	135
  	(outside)	39	4	39	-	-
  Corporate Auditors	Corporate Auditors	81	6	81	-	-
  	(outside)	40	3	40	-	-
  Total		420	16	285	5	135

(Notes)	1. Directors’ remuneration limit: ¥480 million per year (based on a resolution at the ordinary general meeting of shareholders held on June 28, 2006)
	2. Corporate Auditors’ remuneration limit: ¥120 million per year (based on a resolution at the ordinary general meeting of shareholders held on June 28, 2006)
	3. The figures in the table above include remuneration to two directors (one of whom was an outside director) who retired at the end of the ordinary general meeting of shareholders held on June 24, 2010 and an internal corporate auditor who has resigned.
	4. In addition to the remuneration above, the Company paid the following in FY2011 as remuneration for directors and a corporate auditor:
		1) Retirement benefits of \13 million to an internal corporate auditor who retired at the end of the 63rd ordinary general meeting of shareholders held on June 24, 2010 under a resolution passed at the 59th ordinary general meeting of shareholders held on June 28, 2006. No allowance for retirement benefits has been posted since July 2002.
		2) Performance-based remuneration for FY2010 of \136 million to five internal directors.