Director Remuneration

Remuneration for directors of the Company is determined by the Board of Directors in accordance with the system and standard discussed in and reported by the Corporate Governance Committee based on the Director Remuneration Policy described below.

1.Director Remuneration Policy

The basic policy for determining directors’ remuneration has the criteria of maintaining and increasing the corporate value of the AUTOBACS chain, which comprises a franchise system, and securing human resources capable of effectively supervising the Company’s business operations as directors of the Company.

2.Remuneration Standard

The remuneration standard is based on the results of third-party surveys on executive compensation and takes into account such factors as the Company’s position in the industry, the difficulty of achieving targets, and responsibilities.

3.Composition and Basic Policy of Remuneration

  1. Basic remuneration
    The scope of control and responsibility, degree of influence on the management of the consolidated Group, and achievement in the previous year are considered to determine basic remuneration from the remuneration table.
     
  2. Annual incentive
    A single-year consolidated ordinary income target as an evaluation index common to all executive directors and officers, financial performance figures such as an evaluation index for each area of responsibility, and an individual assignment based on the degree of achievement of a strategic target, which cannot be measured by financial performance figures alone, are set as the standard of evaluation, with the annual incentive fluctuating within 0-180% of the performance based remuneration standard.
     
  3. Medium- to long-term incentive
    To improve performance and corporate value over the medium and long term and better share value with shareholders, shares with restrictions on transfer will be issued in advance by way of disposal of treasury stock in accordance with the amount set for each remuneration table, as an incentive to management based on a medium- to long-term perspective and as an incentive linked with the achievement of a single-year consolidated ordinary profit target.

 

4.Process of Determining Remuneration

  1. The Company ensures the objectivity and transparency of its remuneration system for directors (excluding directors who are audit and supervisory committee members) and officers, and the remuneration amounts through consultation with the Corporate Governance Committee.
     
  2. Remuneration for the Company’s audit and supervisory committee members is decided at the audit and supervisory committee, within the limit of the amount of remuneration resolved in advance at a general meeting of shareholders.