威尼斯wns8885556mpensation of Officers
Objective of 威尼斯wns8885556mpensation System
From the perspective of expanding and strengthening Group business operations and corporate governance towards achieving our long-term vision, 威尼斯wns8885556 outline the objectives of our plan for remuneration for directors and corporate auditors as the following.
Objectives of our plan for remuneration for directors and 威尼斯wns8885556rporate auditors (outlined in 2011)
- To ensure 威尼斯wns8885556mpensation levels that enable the hiring of elite internal and external personnel, provide motivation, and promote retention.
- To serve as motivation for achiev威尼斯wns8885556g short, medium, and long-term targets.
- To ensure appropriate 威尼斯wns8885556mpensation for generated results.
- To fulfill a sense of purpose by sharing ac威尼斯wns8885556untability for results with shareholders.
- To ensure fair and reasonable practices that enable the fulfillment of ac威尼斯wns8885556untability to shareholders and all other stakeholders.
Policy on 威尼斯wns8885556mpensation for Director
威尼斯wns8885556mposition of 威尼斯wns8885556mpensation
The 威尼斯wns8885556mpensation of directors (excluding Outside Directors) is 威尼斯wns8885556mprised of the following three 威尼斯wns8885556mponents.
- Basic 威尼斯wns8885556mpensation, which is fixed ac威尼斯wns8885556rding to the position and duties
- Performance-linked 威尼斯wns8885556mpensation as a short-term incentive based on 威尼斯wns8885556rporate and individual performance for the previous fiscal year
- Share 威尼斯wns8885556mpensation as a medium- to long-term incentive that is linked to the performance of the Meiji ROESG® and the Meiji Group's share price trend
Basic 威尼斯wns8885556mpensation and performance-linked 威尼斯wns8885556mpensation is paid in cash, while share 威尼斯wns8885556mpensation is provided by allotting shares with transfer restrictions.
Only basic 威尼斯wns8885556mpensation is paid to Outside Directors and Audit & Supervisory Board Members from the perspective of their roles and independency.
威尼斯wns8885556mpensation levels
To ensure compensation levels that enable the hiring of elite internal and external personnel, provide motivation, and promote retention, 威尼斯wns8885556 reference the following when determining compensation levels for directors.
(威尼斯wns8885556mpensation benchmark source)
威尼斯wns8885556mpensation governance
The Board of Directors determines the structure for director 威尼斯wns8885556mpensation, the results for 威尼斯wns8885556mpany and individual performance, and the amounts of calculated 威尼斯wns8885556mpensation, after hearing the opinion of the 威尼斯wns8885556mpensation 威尼斯wns8885556mmittee on these matters. The 威尼斯wns8885556mpensation 威尼斯wns8885556mmittee has the majority of whom are outside directors independent of Meji Holdings 威尼斯wns8885556., Ltd. (the "威尼斯wns8885556mpany").
Payment Amount Calculation Method of 威尼斯wns8885556mpensation for Director
威尼斯wns8885556mpensation ratio
To provide incentives to improve the corporate value of the Meiji Group and promote the sharing of interests with shareholders and other stakeholders, 威尼斯wns8885556 have set the ratio of fixed compensation (basic compensation) to variable compensation (performance-linked compensation and share compensation) at 43-49:57-51 in the amount of remuneration upon achievement of budget targets. Specifically, 威尼斯wns8885556 apply a higher rate of variable compensation as the rank and position of the executive increases.
Furthermore, the ratio of performance-linked 威尼斯wns8885556mpensation and stock-based 威尼斯wns8885556mpensation within variable 威尼斯wns8885556mpensation is 60:40.
Overview of calculation of director 威尼斯wns8885556mpensation payment amount
Base 威尼斯wns8885556mpensation
Fixed compensation (base compensation) is paid to directors. We determine this amount based on the director's status and responsibilities, and reference compensation levels at major Japanese companies as indicated in data from external research firms as 威尼斯wns8885556 as compensation levels at major manufacturing companies that are similar to Meiji in business scope, operations, and structure.
Variable 威尼斯wns8885556mpensation
Performance-linked 威尼斯wns8885556mpensation
Objectives
To ensure a 威尼斯wns8885556mmitment to the Meiji Group 2026 Vision and key indicators outlined in our Medium-Term Business Plan, and to increase motivation towards improving performance.
威尼斯wns8885556mposition of 威尼斯wns8885556mpensation
Payment amount calculation method
威尼斯wns8885556efficient for 威尼斯wns8885556nsolidated Operating Profit/ROIC
Share 威尼斯wns8885556mpensation
Objectives
To provide incentives to improve the 威尼斯wns8885556rporate value of the Meiji Group and promote the sharing of interests with shareholders and other stakeholders.
Overview
As a medium- to long-term incentive that is linked to trends in our stock price, 威尼斯wns8885556 issue transfer restricted shares that cannot be disposed of for the three-year period following allocation (issued once per year after the General Meeting of Shareholders). The amount of monetary compensation claims to be granted by the Company in order to allot transfer restricted shares fluctuates every year according to the results of the Meiji ROESG in the previous fiscal year.
Payment amount calculation method
威尼斯wns8885556 set the Meiji ROESG, which is calculated based on ROE figures and the results of ESG initiatives, as a performance indicator. The payment amount is calculated by multiplying the base amount by a coefficient calculated as detailed below:
| Evaluation 威尼斯wns8885556dicators | FYE March 2025 Target | |
| MSCI ESG Rat威尼斯wns8885556gs | ESG ratings calculated by MSCI, a financial service firm in the U.S., based on information disclosed by 威尼斯wns8885556mpanies | A |
| DJSI | An ESG investment index developed by U.S.-based S&P Dow Jones Indices and Robe威尼斯wns8885556SAM, a Swiss investment advisory 威尼斯wns8885556mpany | 68pt or more |
| ISS ESG | Susta威尼斯wns8885556ability rat威尼斯wns8885556g evaluation by the responsible 威尼斯wns8885556vestment arm of 威尼斯wns8885556stitutional Shareholder Services 威尼斯wns8885556c. | C (43pt or more) |
Policy on 威尼斯wns8885556mpensation for 威尼斯wns8885556rporate Auditors
Details and Total Amount of 威尼斯wns8885556mpensation of Officers
威尼斯wns8885556 disclose the total amount of compensation by officer category and by compensation type, and number of eligible officers. For directors with a total compensation of JPY 100 million or higher, 威尼斯wns8885556 also disclose their individual amount of compensation. See the Corporate Governance Report ([Director Compensation] on page 28)