【最終】AR2018
47/90

45LINTEC ANNUAL REPORT 2018FINANCIAL INFORMATIONESGSTRATEGYOVERVIEWcontributions to the director shareholding association• Long-term incentives provided by enabling directors to periodi-cally purchase and hold shares of Company stock through the director shareholding association based on contributions made(2) Bonuses• Short-term incentives (remuneration linked to business perfor-mance) paid in amounts adjusted based on consolidated business results, the total amount paid not exceeding ¥150 million(3) Stock options• Long-term incentives provided together with the director share-holding association • Remuneration of directors (Audit & Supervisory Committee members)This is discussed and decided by members of the Audit & Supervisory Committee in accordance with the Company’s internal rules on director remuneration and based on each member’s duties and responsibilities, within totals approved at the General Meeting of Shareholders.Further, the General Meeting of Shareholders held on June 21, 2018, approved a resolution to replace share subscription rights, which were provided as stock options, and contributions to the director shareholding association, which were included in basic remuneration, with the new allotment of restricted stocks for the purpose of providing a long-term incentive to directors (excluding outside directors and Audit & Supervisory Committee members). Beginning from the said General Meeting of Shareholders, the Policy Regarding Decisions on Amounts of Director Remuneration is as follows. • Remuneration of directors (excluding Audit & Supervisory Committee members)This consists of the following.(1) Basic remuneration• A fixed amount determined based on rank, the total amount paid not exceeding ¥420 million(2) Bonuses• No change in the current policy(3) Restricted stocks• Long-term incentives to contribute to increasing the Company’s corporate value and share price provided by the allotment of restricted stocks, the total amount paid not exceeding ¥60 millionThe amounts of remuneration are decided by the Board of Directors in accordance with the Company’s internal rules on director remu-neration and based on the duties and responsibilities of each direc-tor (excluding Audit & Supervisory Committee members), within totals approved at the General Meeting of Shareholders.The remuneration assessment advisory meeting has been estab-lished as an advisory body for the president and CEO on matters regarding the assessment of and decisions on remuneration for directors (excluding Audit & Supervisory Committee members) with the aim of improving objectivity and transparency. This body, which has members including external specialists, provides advice and makes suggestions to the president and CEO when necessary. • Remuneration of outside directors (excluding Audit & Supervisory Committee members)This is decided by the Board of Directors in accordance with the Company’s internal rules on director remuneration and based on each member’s duties and responsibilities, within totals approved at the General Meeting of Shareholders. • Remuneration of directors (Audit & Supervisory Committee members) No change in the current policyTakeover Defense MeasuresThe Company abolished its Rules of Large-Scale Purchase of its shares based on its Basic Policies related to the Company’s owner-ship control upon the expiry of the validity of the policy, which was at the conclusion of the 124th Annual General Meeting of Shareholders held on June 21, 2018. At the same time, the Company abolished its Basic Policies related to the Company’s ownership control. Nevertheless, after the expiration of the effective period of that policy, the Company will continue to promote initiatives to protect its corporate value and the common interests of its shareholders. From that perspective, it will request that persons who are engaging in or aim to engage in large-scale purchase provide necessary and suf-ficient information to allow the shareholders to appropriately deter-mine the pros and cons of the large-scale purchase in accordance with relevant laws and regulations. At the same time, the Company will disclose the opinions of the Board of Directors and endeavor to secure necessary time and information for the shareholders to consider such large-scale purchase. Further, if it is rationally judged that there is a risk of damage to the Company’s corporate value and the common interests of shareholders unless timely defensive measures are implemented to address a large-scale purchase, the Company will endeavor to secure its corporate value and the common interests of its shareholders, as an obvious obligation of the Board of Directors entrusted with management of the Company by its shareholders, by promptly deciding the content of the concrete measures deemed most appropriate at the time in accordance with the relevant laws and regulations and executing such measures.

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