Board of Directors
Corporate Governance System Summary Table
Compensation Policy for Directors
Amano has decided by resolution of the Board of Directors on the decision policy pertaining to the content of compensation, etc. for individual directors (hereinafter referred to as “Decision Policy”) . When deciding on the content of compensation, etc. for individual directors, the Board of Directors will respect the report of the Nomination and Compensation Committee with regard to the compensation proposal prepared by the Representative Director within the upper limit approved by the General Shareholders’ Meeting. Furthermore, since the Board of Directors has made this decision, it has been determined that the content is in line with the Decision Policy. An overview of the Decision Policy is shown below.
Overview of Decision Policy pertaining to the content of individual directors’ compensation, etc.
- Basic Policy
Compensation of our Directors shall be based on a compensation system that is linked to interests of shareholder so as to fully serve as an incentive for the sustainable increase of corporate value, and the basic policy shall be to set an appropriate level based on the responsibilities of each director when deciding the compensation of individual directors.
Specifically, the compensation of internal directors shall be “Basic Compensation” as fixed compensation (including “Compensation for the Acquiring Company Shares”) and “Shor t -Term Per formance-Linked Compensation (Bonus)” (hereinafter referred to as “Short-Term Bonus”) and “Medium- to Long-Term Performance- Linked Compensation (Per formance-Linked Stock Compensation)” (hereinafter referred to as “Mediumto Long-Term Stock Compensation”)as performancelinked compensation, and for Outside Directors, shall be “Basic Compensation” (excluding “Compensation for the Acquiring Company Shares”) and “Short-Term Bonus” in view of their duties.
- Policy for determining the amount of Basic Compensation (monetary compensation),etc. for individual directors (include determining the time and conditions for awarding compensation).
Our Directors shall be paid the amount of “Basic Compensation” monthly as fixed compensaton. For internal directors, a certain percentage of monthly compensation will be paid as “Compensation for the Acquiring Company Shares,” and contributing such shares to the executive stock ownership association. Shares purchased through the “Compensation for the Acquiring Company Shares” shall be held during the term of office. The amount of compensation for each individual pertaining to “Basic Compensation” shall be determined by comprehensively taking into consideration the compensation level of other companies, the performance and the level of employee salaries of Amano according to the position, duties, the number of years of office.
- Policy for determining the calculation method for the content, amount, and number of performance-linked compensation, etc. and non-monetary compensation, etc. (include determining the timing and conditions for awarding compensation, etc.)
Performance-linked compensation shall consist of “Short-Term Bonus” and “Medium- to Long-Term Stock Compensation”. “Short-Term Bonus” shall be paid annually at a fixed period of time in an amount calculated according to the results of each fiscal year.
Key Performance Indicators (KPIs) (hereinafter referred to as “KPIs”) shall use consolidated operating profit and shall be reviewed as appropriate, based on report from the Nomination and Compensation Committee in response to changes in the environment for business. In addition to performance-linked compensation, as part of “Mediumto Long-Term Stock Compensation”, the Directors' compensation BIP (Board Incentive Plan) Trust system shall be introduced as non-monetary compensation.
Based on the results of the KPIs linked to the Medium-Term Business Plan, eligible internal directors shall be awarded points each year corresponding to their position based on the “Stock Distribution Rules”, and Company shares, etc. shall be issued in accordance with the accumulated value of points when the eligible internal director leaves office.
The KPIs and their values shall be set at the time of the formulation of the Medium-Term Business Plan, and shall be reviewed as appropriate, based on report from the Nomination and Compensation Committee in response to changes in the environment for business.
- Policy for determining the ratio of fixed compensation, per formance-linked compensation, etc., and nonmonetary
compensation, etc. within an individual director’s compensation, etc.
The compensation of internal directors shall be comprised of “Basic Compensation” (including “Compensation for the Acquiring Company Shares”), “Short-Term Bonus” and “Medium- to Long-Term Stock Compensation”, and the compensation of outside directors shall be comprised of “Basic Compensation” (excluding “Compensation for the Acquiring Company Shares”) and “Short-Term Bonus”.
These payment rat io s shall be determined by comprehensively taking into consideration the position, duties, number of years of office, the performance of Amano, the attainment level for goal, and the company scale.
Total Amount of Compensation for the Current Business Year (April 2022 to March 2023)
|Total amount of
(Millions of yen)
|Total amount by type of compensation (Millions of yen)
(excluding Outside Directors)
|Audit & Supervisory Board Members
(excluding Outside Audit & Supervisory Board Members)
Diversity of the Board of Directors (Skills Matrix)
|Sales and Operations
Director & Managing
Director & Managing
Independent Criteria of Outside Director and Outside Audit & Supervisory Board Member
Outside Director and Outside Audit & Supervisory Board Member shall be considered independent from Amano if none of the following apply for the past 10 years, to the candidates or to the candidate’s relatives up to the second degree of kinship.
- A major business counterparty of Amano (Note1) or a person executing the business.
- A consultant, an accounting expert, or a legal expert, etc. who receives substantial amounts of money, etc. in addition to the officers’ remuneration from Amano (if the recipient of such rewards is a corporation, or other organizations such as unions etc, then this implies the person who belongs to such organizations); (Note2)
- A person executing the business of Amano or our subsidiaries;
- A director of Amano’s subsidiaries who does not execute the business of our subsidiaries (only the case that Outside Audit & Supervisory Board Member is designated as an independent officer is approved);
- A major shareholder of Amano or a person executing the business of the major shareholder; (Note3)
- A person who was once a Director or Audit & Supervisory Board Member of Amano or our subsidiaries at any point during the past 10 years prior to this nomination.
- Business counterparty with annual transaction amount that exceeds 2% of the consolidated sales of Amano and our business counterparty in the most recent business year.
- Substantial amount of money is defined as actual amounts exceeding 10 million yen per year.
- A major shareholder means that a shareholder who holds more than 10% of the voting rights of Amano.
Effectiveness Evaluation of the Board of Directors
During the fiscal year 2022, Amano conducted a questionnaire survey on 13 officers, including 9 directors (including 3 Outside Directors) and 4 Audit & Supervisory Board members (including 2 outside members). Based on the results of the survey, the Board of Directors has determined that the overall effectiveness of the Board of Directors is properly secured.
|Structure of the Board of Directors
|The Board of Directors consists of talent from within Amano with extensive experience in actual business and highly independent outside directors with specialized knowledge of financial and legal affairs, etc., thereby the knowledge, experience, and abilities are well balanced as a whole and secured appropriately. Furthermore, to further reinforce governance, the ratio of outside directors at the Board of Directors is now at one third. In addition, two female officers, outside director and outside Audit & Supervisory Board member, have been appointed to promote diversity.
|Operation of the Board of Directors
|The frequency of the current Board of Directors is frequent enough to carry out
appropriate decision making in a timely manner.
The attendance rate of directors stands at 100% (that of outside directors stands
The information and materials on proposed agenda and resolutions are provided to all directors in advance, and sufficient time is allocated for them to examine the contents.
|Agenda of the Board of Directors, etc.
|Regarding the contents of agenda and resolutions, the Amano Group’s important information (both quantitative and qualitative) is shared with all directors on a monthly basis, and other important matters are discussed as agenda items at meetings of the Board of Directors as necessary before making decisions.
|Structure to support the Board of Directors
|Opportunities for seeking the provision of information are appropriately secured to directors and Audit & Supervisory Board members, and coordination between the Internal Audit Unit and directors and Audit & Supervisory Board members is secured. In addition, Corporate Planning personnel, etc., provide support as required to furnish necessary information to outside officers in a timely manner. In respect of training for officers, opportunities are given to fully understand the roles and responsibilities that executives are expected to fulfill, through measures including holding periodic seminars for executives.
|Further enhancement of effectiveness
|During the analysis and evaluation of the Board of Directors Meetings, the Directors suggested that Medium to Long term management issues including sustainability initiatives should be discussed and the agenda should be further enhanced. Based on such opinions and discussions, the Company will strive to further improve the effectiveness of the Board of Directors Meetings by ensuring that all relevant issues are thoroughly recognized and shared among the members.