5[3]4[4]9[7]—[—]21[—]—[—]250[—]—[—]181[—]—[—]21[—]Total amount of compensation, etc. to persons for which total amount of compensation, etc. is 100 million yen or moreCompensation structure for executive directors (or directors)Fixed compensationBasic compensationRetirement paymentsPayment of compensation to directors in 2022Directors’ CompensationTotal amount ofcompensation, etc.Basic(million yen)compensation*31,013[43]540[43]72[72]1,085[115]72[72]611[115]ExecutivecategoryBasiccompensation*3RepresentativeDirectorsRepresentativeDirectors317179Total amount by type of compensation, etc. (million yen)RetirementpaymentsAnnual bonus21[—]181[—]Total amount by type of compensation, etc. (million yen)RetirementpaymentsAnnual bonus1412753Number ofeligible directors21[—]Total amount ofcompensation, etc.(million yen)1465531577● Monthly payment of an amount determined based on responsibilities.● An amount equal to 10% of basic compensation is accumulated every year, with the cumulative amount calculated and paid upon retirement.● In the event that the individual has caused serious harm to the CCBJH Group or has been subjected to disciplinary measures, the Company may reduce the amount paid or withhold payment. In addition, a special increase may be made in recognition of particularly meritorious service. Reduction of amounts, non-payment, and special increases undergo approval by the Board of Directors based on deliberation by the Audit & Supervisory Committee.Variable compensationAnnual bonus● Provided as an incentive for achieving performance targets for each fiscal year at a certain time each year.● The target amount is set more or less in the range of 30% to 85% of base salary depending on their responsibilities.● The amount of payment varies in the range of 0% to 150% of the target amount depending on the achievement of performance targets in each fiscal year (company-wide performance and individual evaluations).● Business income, sales volume, and revenue have been adopted as performance indicators to drive motivation for achieving profitable growth in accordance with the policy for determining officer compensation, etc.Long-term incentives*2● Two types of stock-based compensation systems, (1) PSU and (2) RSU, are adopted as long-term incentives.● The standard amount for long-term incentives overall ((1)+(2)) is set more or less at 15% to 100% of basic compensation, according to the scale of responsibilities. The PSU standard amount is set to 50% and the RSU standard amount is set to 50% of the standard amount.● With regard to (2) RSU, additional grants (special RSU) for the purpose of retention and other factors may be made for directors in addition to the above-mentioned basic RSU amount up to the compensation limit detailed on the right, if deemed necessary by the Audit & Supervisory Committee.(1) PSU● Provided as an incentive for achieving medium- to long-term performance targets.● The number of shares to be issued is determined within the range of 0% to 150% of the PSU standard amount depending on the achievement of performance targets (only considering company-wide performance) three years after the share units have been granted (with half of the shares to be issued paid in cash for the purpose of allocating funds for the payment of tax obligations).● Consolidated ROE and growth rate of consolidated net revenue are used as metrics for creating motivation for medium- to long-term improvement of corporate value in accordance with the policy for determining directors’ compensation, etc.● Provided for the purpose of aligning interests with shareholders, creating incentives to increase (2) RSUcorporate value, and strengthening retention of talented people.● A predetermined number of shares is issued at the time of retirement (with half of the shares to be issued paid in cash for the purpose of allocating funds for the payment of tax obligations).*1 With regard to fringe benefits, the Company pays compensation for differences in tax rates between Japan and other countries, housing allowances, etc. based on CCBJH Group internal rules, deliberated by the Audit & Supervisory Committee and approved by the Board of Directors, to support international assignments.*2 At the 2022 General Meeting of Shareholders (held on March 28, 2023, Proposal No. 5), the introduction of a new long-term incentive (stock-based compensation) system was approved. Under this system, the Company’s shares are acquired through a trust funded by the money contributed by the Company, and these shares are issued to executive directors. The maximum amount is 2,880 million yen in total for three fiscal years, and the maximum number of shares is 1,800,000 shares for those three fiscal years. There were five directors (including two executive directors) as of the conclusion of the General Meeting of Shareholders, excluding directors who are Audit & Supervisory Committee Members.Executive categoryDirectors (except Audit &Supervisory Committee members)[of which, outside directors]Directors (Audit & SupervisoryCommittee members)[of which, outside directors]Total[of which, outside directors]NameCalin DraganBjorn Ivar Ulgenes*3 Basic compensation includes amount for fringe benefits (compensation for differences in tax rates between Japan and other countries, housing allowance, etc.), etc.*4 Long-term incentives include PSU, RSU, and special RSU.*5 Other refers to retention awards. Considering compensation levels in each country, rising prices, and the disadvantages caused by the differences between Japan and other countries arising from the rapid depreciation of the yen, we paid a total of 21 million yen in cash as a retention award for 2022 in March 2023 to maintain motivation to lead the transformation. The Audit and Supervisory Committee discussed and reviewed the appropriateness of the payment, and has deemed to be reasonable. The following are upper limits for the compensation listed at left that is paid to directors.Limit on director compensation (excluding directors who are Audit & Supervisory Committee members): 850 million yen/year (approved through resolution of Proposal No. 5 at the 2019 General Meeting of Shareholders of the Company). (Number of directors at the time of the resolution, excluding directors who are Audit & Supervisory Committee members: 5)In case where the Audit & Supervisory Committee has deliberated and deemed it necessary, housing allowances and other fringe benefits may be paid within the limit of 850 million yen*1.The following are upper limits for the compensation listed at left that is paid to directors.Compensation framework for directors (excluding directors who are Audit & Supervisory Committee members): Up to an amount limited to 1,800,000 shares per year multiplied by the market price at the time granted (approved through resolution of Proposal No.5 at the 2022 General Meeting of Shareholders of the Company). (Number of directors at the time of the resolution, excluding directors who are Audit & Supervisory Committee members: 5)Long-termincentives*4Other*5250[—]Long-termincentives*4Other*51826874
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