In accordance with guidelines outlining seven requirements, the Company
appoints Internal Directors who are not Audit and Supervisory Committee
Members from among Executive Officers and employees, etc. who have the strong
will, abundant experience, high level of insight, and high level of expertise
needed to carry out the duties of a director.
In accordance with guidelines outlining six requirements, the Company appoints
Internal Directors who are Audit and Supervisory Committee Members from among
current (or incumbent) Audit and Supervisory Committee Members, Executive
Officers, and employees, etc. who have the strong will, abundant experience,
high level of insight, and high level of expertise needed to carry out the
duties of a director. We particularly emphasize a deep understanding of
matters such as finance, accounting, and internal control, as well as
sufficient experience and expert knowledge.
In accordance with guidelines outlining seven requirements, the Company
appoints Outside Directors from among persons who possess abundant experience,
a high level of insight, and a high level of expertise; persons who possess a
practical perspective as an outside company manager or other position; and
persons who possess an objective and expert perspective based on a high level
of knowledge of global conditions and socio-economic trends.
In order to verify whether the TOKYO KEIKI Group is furnished with the
management capabilities needed to resolve the Group’s challenges, we have
outlined in the following table the knowledge and expertise (skills) possessed
by all of our Directors in various fields based on two perspectives: items
required for the management of a listed company, and matters required per our
business activities. The determination of each Director’s skills took into
consideration their accomplishments as Directors and Executive Officers in
each field as well as their past professional experience.
Skills matrix
As of June 26, 2024
Note: Directors who possess relevant national qualifications: Sayoko IZUMOTO (Certified Public Accountant)
* Independent:Independent officer under the securities listing regulations of the Tokyo Stock Exchange
* Outside:Outside director
Compensation for directors who are not Audit and Supervisory Committee Members
is composed of basic compensation (basic compensation,
performance-linked compensation) and share-based compensation (transfer-restricted stock compensation),
with the aim of reflecting business performance and sharing the values of
shareholders. However, Outside Directors who are not Audit and Supervisory
Committee Members receive only basic compensation. For all
compensation amounts, proposals prepared by the Representative Director are submitted to the Nomination and Compensation Committee.
The Representative Director then receives a Memorandum on
Director Compensation from the Committee and, based on this, finally
determines and proposes compensation amounts that are resolved by the Board of
Directors.
Compensation for Audit & Supervisory Committee Members, consisting
of only basic compensation, is
determined through deliberation by Audit and Supervisory Committee Members on
the basis of members’ roles, duties, and categorization of standing or
non-standing status, within the total amount determined at the General Meeting
of Shareholders.
The Representative Director will set a monthly fixed
compensation proposal for each director who is not an Audit and Supervisory
Committee Member, making reference to necessary information on director
compensation allowing comparison with our Company, obtained through sources
including surveys on trends in director compensation. After basic compensation is determined, amounts may be reduced in consideration of matters
including the Company’s business situation.
The Representative Director, President & CEO will determine whether
performance-linked compensation will be paid, through discussions with the
Representative Director in accordance with criteria for the payment of
performance- linked compensation as set forth in the Rules for Directors’
Compensation. Criteria for the payment of performance- linked compensation
include positive operating profit, a given level of profit attributable to
owners of parent, payment of dividends not below initial projections, and ROE
that does not fall below initial projections by a given percentage.
The Company sets and pays monetary compensation credits in an amount equal to
an individual’s monthly fixed compensation converted to a yearly amount,
multiplied by a coefficient based on position. Each eligible director receives
an allocation of transfer-restricted stock through the granting of all
monetary compensation credits as in-kind contribution. The paid-in amount of
the transfer-restricted stock is determined by the Company’s Board of
Directors within an extent that is not overly advantageous to the receiving
directors, based on the closing price of the Company’s common shares on the
Tokyo Stock Exchange on the business day prior to resolution by the Board of
Directors concerning issuance or disposal of the stock (or, if no transactions
took place on said business day, the closing price on the most recent trading
day).
Similar transfer-restricted stock is also allocated to the Executive
Officers of the Company and Representative Directors of subsidiaries of the
Company.