Compensation for Directors
Policy regarding determination of each Director’s Compensation
1. Basic Policies regarding Compensation, etc. for individual Directors (excluding those who are Audit & Supervisory Committee members) ASICS shall have a compensation system for Directors (excluding those who are Audit & Supervisory Committee members) that provides them with incentives to contribute to the sustainable growth of ASICS and ensure fairness and transparency in determining compensation for Directors, respecting the opinions of the Nominating and Compensation Committee, to the extent described above in (i) of “Matters relating to resolutions of the Ordinary General Meeting of Shareholders on the Compensation of Directors”. Based on this policy, ASICS, at the Board of Directors’ Meetings held on January 24, 2025 established the following policy regarding determination of each Director’s compensation pursuant to the provision of Article 361, Paragraph 7 of the Companies Act. In addition, the Board of Directors has determined that each Director’s Compensation, etc. for the current fiscal year is in line with such policy, having ensured that the method of determining the details of Compensation and the details of Compensation determined are consistent with such policy and that the opinions of the Nomination and Compensation Committee have been respected.
2. Outline of policies on determining components (ratio) and details of compensations, etc. for respective Directors (excluding those who are Audit & Supervisory Committee members) and details of each compensation
(1) Compensation, etc. for Executive Directors Compensations for Executive Directors are composed of the fixed compensation, performance-linked bonus, and the Restricted Share Compensation Plan, and the level of the overall compensations shall be determined appropriately taking into consideration the market level. The ratio of the performance-linked bonus and the Restricted Share Compensation Plan shall be set so that such ratio will be greater as their degree of contribution to the business performance becomes larger in line with their job responsibilities and roles, and the details of each compensation, etc. shall be determined as follows:
Compensation Plan for Executive Director and Executive Officer
Type of Compensation | Overview |
Basic compensation (single year) |
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Performance-linked bonus (annual) |
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Restricted share compensation (medium to long term) |
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(2) Compensation, etc. for Non-Executive Directors Compensations for Non-Executive Directors are composed of the fixed compensation only.
3. Compensations, etc. for Audit & Supervisory Committee members Compensation for Audit & Supervisory Committee members shall be composed solely of basic compensation, to the extent described above in (ii) of “Matters relating to resolutions of the Ordinary General Meeting of Shareholders on the Compensation of Directors”.
Total amount of compensation. by classification of officer, total amount of compensation. by type, and number of eligible officers
Amount of compensation (million yen) | Total amount of compensation by type (millions yen) | Number of eligible directors (person) | ||||
Basic compensation | Performance-linked bonus | Restricted share compensation | Non-monetary compensation of the left part | |||
Director (excluding Audit and Supervisory Committee Members and Outside Directors) | 557 | 150 | 115 | 290 | 290 | 3 |
Director (Audit and Supervisory Committee Member) (excluding Outside Directors) | 31 | 31 | - | - | - | 2 |
Outside Officer | 78 | 78 | - | - | - | 8 |
Total amount of Compensation for directors whose total amount of compensation is 100 million yen or more
Name | Executive classification | Amount of compensation (million yen) | Total amount by type of remuneration (millions yen) | |||
Basic compensation | Performance-linked bonus | Restricted share compensation | Non-monetary compensation of the left part | |||
Yasuhito Hirota | Director | 297 | 91 | 54 | 151 | 151 |
Mitsuyuki Tominaga | Director | 243 | 42 | 61 | 139 | 139 |