Executive Remuneration

Policy on decisions related to executive remuneration

1. Basic Policies

A remuneration structure in which the remuneration of Chori’s directors (excluding directors who are Audit & Supervisory Committee members; the same shall apply hereafter) is linked to shareholder interests shall be in place in order to fully function as an incentive to continuously improve corporate value. Our basic policy in determining the remuneration of each director is to set it at an appropriate level based on their position, performance, and other factors. Specifically, director remuneration consists of three types: monthly base remuneration, a yearly bonus, and performance-linked stock remuneration based on a stock remuneration scheme called Board Benefit Trust-Restricted Stock (BBT-RS).

2. Overview of Executive Remuneration System

3. Policy on the procedure for determining individual level of executive remuneration Of the remuneration for directors (excluding directors who are members of the Audit & Supervisory Committee), the level of basic remuneration and restricted stock compensation is to be determined by the Board of Directors on a case-by-case basis, based on deliberations by the Governance Committee.

Out of the remuneration, etc. for directors (excluding directors serving on the Audit and Supervisory Committee), bonuses are to be delegated to the President and Representative Director to decide specific details for each individual. When the President and Representative Director is entrusted by the Board of Directors to decide the amount of remuneration, etc. for each individual, from the viewpoint of ensuring the appropriateness of remuneration levels and transparency of performance evaluations, on the premise that it follows the resolution of the General Meeting of Shareholders, the Governance Committee deliberates the draft, and after obtaining the report, the President and Representative Director decides the amount based on the content of the report.
Among remuneration, etc. for directors (excluding directors who are Audit and Supervisory Committee members), basic remuneration and restricted stock remuneration are to be decided by resolution of the Board of Directors based on deliberations by the Governance Committee.
Remuneration for directors serving as members of the Audit and Supervisory Committee is determined through discussions by the Audit and Supervisory Committee within the scope of the above resolution at the General Meeting of Shareholders.

Director Remuneration in Fiscal 2022

Classification Total Amount of Remuneration (Millions of Yen) Total Amount of Remuneration by Type (Millions of Yen) Number of Directors Eligible
Basic Remuneration Bonuses*3 Restricted*3 Stock Compensation(Non-Monetary Remuneration, etc.,)
Directors (Excluding Audit & Supervisory Committee Members)*1,2
(Outside Directors)
165
(7)
91
(7)
58
(-)
15
(-)
6
(2)
Directors (Audit & Supervisory Committee Members)
(Outside Directors)
36
(18)
36
(18)
-
(-)
-
(-)
5
(3)
Total
(Outside Directors)
201
(25)
128
(25)
58
(-)
15
(-)
11
(5)
  1. *1. Excludes the portion of employee salary of directors who concurrently serve as employees
  2. *2.The number of directors (excluding Audit & Supervisory Committee members) does not include one non-remunerated director.
  3. *3.The above figures for bonuses and restricted stock compensation are based on fiscal 2022’s consolidated ordinary income of ¥12.4 billion, which is used as a key performance indicator.
  4. *4.Although the chart above indicates the total number of directors who received compensation, the actual number of directors eligible for compensation is nine (of whom, four are outside directors).