Core concept
To ensure transparency and objectivity, remuneration of officers is decided after consideration by our Compensation Committee—comprising a majority of Outside Directors—and deliberation by our Board of Directors. Remuneration is also determined on the basis of our Basic Policy for Officer Remuneration, detailed below.
Basic Policy for Officer Remuneration
- Remuneration is appropriate to the scope of the role and responsibilities of each position
- Remuneration is linked to company performance
- Remuneration directs focus toward contributing to medium- to long-term corporate value
- Remuneration focuses on sharing profit awareness with shareholders
- The process of determining remuneration ensures transparency and objectivity
- Remuneration is at a level that can secure excellent management personnel
Remuneration system framework
Total remuneration and other benefits by officer category, totals per category of remuneration and other benefits, and number of eligible officers (FY2024)
| Category | Total remuneration, etc. (million yen) | Total remuneration, etc. by type (million yen) | Number of eligible officers | |||
|---|---|---|---|---|---|---|
| Fixed remuneration | Performance-linked remuneration | Performance-linked stock compensation | Non-monetary remuneration, etc. (as sub-category of 3 preceding categories) | |||
| Directors (not including Outside Directors) |
157 | 128 | 25 | 3 | 3 | 4 |
| Audit & Supervisory Board Members (not including Outside Audit & Supervisory Board Members) |
13 | 13 | – | – | – | 1 |
| Outside Officers | 28 | 28 | – | – | – | 6 |
Notes: 1. This includes two Directors (including one Outside Director) who retired at the close of our third annual general meeting of shareholders, held March 28, 2024.
2. Totals for Director remuneration and other benefits do not include remuneration for duties performed in the capacity of employee in the case of individuals serving as both Director and employee.
3. The performance metric for performance-linked remuneration is consolidated operating profit, which was 3.86 billion yen in 2023. We chose this metric to further direct our officers’ focus toward improving Group-wide performance each fiscal year. Our performance-linked remuneration is equivalent to 0–30% of the officer’s position-based base salary.
4. Our performance-linked stock compensation is carried out by means of a Board Benefit Trust, a stock compensation system. Under this framework, Directors are awarded points on the basis of the degree to which the performance targets set at the beginning of each fiscal year were achieved over that year. When a Director retires, he or she is issued, via the Trust, with Company stock corresponding to their accumulated points.
5. Our first annual general meeting of shareholders, held March 30, 2022, resolved that the maximum value of Director remuneration and other benefits shall not exceed 300 million yen annually (or 30 million yen in the case of Outside Directors, not including remuneration for any duties performed in the capacity of employee as opposed to Director). As of the close of this general meeting of shareholders, the Company had eight Directors (three of whom were Outside Directors). Our first annual general meeting of shareholders also adopted a performance-linked stock compensation system for Directors (excluding Outside Directors) and resolved that this system will operate for a period of five fiscal years, over which Maruka Furusato Corporation will contribute up to a maximum of 121 million yen to acquire up to a maximum of 51,000 Company shares. As of the close of this general meeting of shareholders, five Directors were eligible to participate in this system.
6. Our first annual general meeting of shareholders, held March 30, 2022, resolved that the maximum value of Audit & Supervisory Board Member remuneration and other benefits shall not exceed 26 million yen annually. As of the close of this general meeting of shareholders, the Company had three Audit & Supervisory Board Members.
7. Figures for non-monetary remuneration and other benefits include funds set aside for the granting of shares to officers in the fiscal year for which remuneration is being calculated.
Total value of and other information pertaining to consolidated remuneration and other benefits per individual officer
This information will be presented only if the total value of an officer’s consolidated remuneration and other benefits reaches 100 million yen or more.
Stock compensation system for Directors (excluding Outside Directors and Directors who also serve as Audit and Supervisory Committee members)
We have adopted a trust-based stock compensation system for UNISOL Group Directors (excluding Outside Directors and Directors who also serve as Audit and Supervisory Committee members). We have set up this system to be closely linked to Maruka Furusato Corporation’s business performance with the goal of aligning eligible Directors’ interests with those of our shareholders as they share in the ups and downs of our stock prices, thereby motivating our Directors to contribute to increasing the UNISOL Group’s performance and corporate value over the medium- to long-term.
Overview
Our stock compensation system for Directors is a performance-linked stock compensation system that awards Company stock and monetary remuneration equivalent to the current market value of our Company stock. This system follows the Regulations for the Awarding of Stock to Officers as Relevant to Officer Remuneration established by Maruka Furusato Corporation.
Those eligible to participate in the system are awarded points on the basis of the degree to which operating profit and ROE (both consolidated) have met forecasts made at the beginning of each fiscal year. As a general rule, stocks are awarded to those eligible upon their retirement. When a Director meets the conditions to be a beneficiary, he or she can carry out the prescribed procedures that will designate him or her as the beneficiary and thereby receive Company stock and other benefits corresponding to the total points accrued at the time of their retirement.
In order to grant these benefits to our Directors and other officers as set out by this system, we contribute funds, treated as remuneration for our Directors and other officers, for the advance acquisition (by a predetermined period) of the requisite number of Company shares, predicted to the best of our ability. The trust uses these funds to acquire Company stock.
Stock compensation system eligibility
- Maruka Furusato Corporation Directors (excluding Outside Directors and Directors who also serve as Audit and Supervisory Committee members) and Executive Officers
- Furusato Industries, Ltd. Directors
- Maruka Corporation Directors and Executive Officers
- G-net Corporation Directors
- Security Design Inc. Directors
System operation period
The system will operate for five fiscal years, from the fiscal year ended December 2022 to that ending December 2026. However, we have made provisions to allow the system to continue through renewal for a further period when this initial period of operation concludes.