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.
Policy for determining amounts of compensation, etc. for officers or method for calculating them, and how to determine them
The basic policy for determining directors’ remuneration has the criteria of maintaining and increasing the corporate value of the AUTOBACS Group, which comprises a franchise system, and securing human resources capable of effectively supervising the Company’s business operations as directors of the Company.
The remuneration standard is based on the results of third-party surveys on executive remuneration and takes into account such factors as the Company’s position in the industry, the difficulty of achieving targets, and responsibilities.
Remuneration for the Company's directors (excluding outside directors and directors who are audit and supervisory committee members) consists of fixed remuneration (monetary remuneration and stock remuneration). The ratio of monetary remuneration to stock remuneration in fixed remuneration is 2 to 1 for the Representative Director and 7 to 3 for directors. For outside directors and directors who are audit and supervisory committee members, fixed remuneration (monetary remuneration) set for each role is paid.
- Fixed remuneration (monetary remuneration)
Determined based on the basic remuneration as a director and the remuneration for other delegated duties set according to individual roles.
- Fixed remuneration (stock remuneration)
Restricted stock issued in advance at a face value set according to each individual role, with the aim of improving medium- to long-term performance and corporate value and further sharing value with shareholders.
Remuneration for the Company's directors (excluding outside directors and directors who are audit and supervisory committee members) who concurrently serve as General Managers consists of fixed remuneration for directors, fixed remuneration (monetary remuneration) and variable remuneration (monetary and stock remuneration) for General Managers. The percentages set for fixed remuneration (monetary remuneration), variable remuneration (monetary remuneration), and variable remuneration (stock remuneration) for the Company's directors are roughly 48%, 46%, and 6%, respectively, in the case of Representative Director and Chief Executive Officer. The percentage of variable remuneration will become higher in proportion to the ranks of General Managers.
Fixed remuneration (monetary remuneration)
The scope of control and responsibility, degree of influence on the management of the AUTOBACS SEVEN Group, and achievements in the previous fiscal year are considered to determine basic remuneration from the remuneration table.
Variable remuneration (monetary remuneration)
The achievement of a single-year consolidated ordinary profit target is set as a common evaluation index for all General Managers. In addition, financial performance figures such as ordinary profit targets according to the field of responsibility and strategic issues including medium- to long-term perspectives that cannot be measured only by financial performance figures are set individually. The amount of variable remuneration fluctuates within 0-200% of the performance-based remuneration standard.
Variable remuneration (stock remuneration)
To improve performance and corporate value over the medium and long term and better share value with shareholders, restricted stock (performance-based stock remuneration) is issued in advance linked with the achievement of single-year performance targets in the amount specified according to individuals’ roles.
Remuneration for the Company’s directors (excluding outside directors and directors who are audit and supervisory committee members) is determined at the Board of Directors’ meeting, along with the remuneration system that ensures objectivity and transparency through consultation with the Corporate Governance Committee.
Remuneration for the Company's directors who concurrently serve as General Managers is determined by the Chief Executive Officer, based on the General Managers’ remuneration system determined at the Board of Directors’ meeting after consultation with the Corporate Governance Committee.
Remuneration for the Company’s audit and supervisory committee members is determined at the Audit and Supervisory Committee, within the limit of the amount of remuneration resolved in advance at a general meeting of shareholders.