[Payment of compensation to directors in 2021]■Directorsʼ Compensation■Total amount of compensation, etc. to persons for which total amount of compensation, etc. is 100 million yen or moreFxedcompensaontii l −−7Variabecompensation● Monthly payment of an amount determined based on responsibilities.● An amount equal to 10% of basic compensation is accumulated every year, with the ● 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.● Provided as an incentive for achieving performance targets for each fiscal year at a ● The target amount is set more or less in the range of 30% to 85% of base salary ● The amount of payment varies in the range of 0% to 150% of the target amount ● Business income, sales volume, and revenue have been adopted as metrics for creating motivation for achieving profitable growth in accordance with the policy for determining officer compensation, etc.● Two types of stock-based compensation systems, (1) PSU and (2) RSU, are adopted as ● 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 for the purpose of retention and other factors may ● 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 (1)PSU(Performance Share Units) ● Consolidated ROE and growth rate of consolidated net revenue are used as metrics for ● Provided for the purpose of aligning interests with shareholders, creating incentives to ● 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).[Compensation structure(From April 2022)]5(3)5(5)10(8)(million yen)*With regard to fringe benefits, the Company pays housing allowances, etc. based on CCBJH Group internal rules, deliberated by the Audit & Supervisory Committee and approved by the Board of Directors, to support the execution of assignments outside of the country.Directors (except Audit & Supervisory Committee members) (of which, outside directors)Directors (Audit & Supervisory Committee members)(of which, outside directors)Total (of which, outside directors)Note 1: Compensation for directors includes remuneration paid to one director (outside director) who served as Audit & Supervisory Committee Member who retired at the conclusion of the 2020 General Meeting of Shareholders held on March 25, 2021.Note 2: Basic compensation includes amount for fringe benefits (housing allowance, etc.), etc.Note 3: Long-term incentives include PSU, RSU, and special RSU.Note 4: Others represent special awards. In order to maintain motivation to lead the transformation over the next few years, we paid a total of 74 million yen in cash in March 2022 as a special award based on the individual performance evaluation of FY2021. The Audit and Supervisory Committee discussed and reviewed the appropriateness of the payment, and has deemed to be reasonable.Long-term incentivesExecutive categoryCalin DraganBjorn Ivar UlgenesBasic compensationRetirement paymentsAnnual bonuslong-term incentives.increase corporate value, and strengthening retention of talented people.Total amount ofcompensation, etc.(million yen)NameExecutive categoryRepresentativeDirectorRepresentativeDirectorcumulative amount calculated and paid upon retirement.certain time each year.depending on their responsibilities.depending on the achievement of performance targets in each fiscal year (company-wide performance and individual evaluations).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.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).creating motivation for medium- to long-term improvement of corporate value in accordance with the policy for determining directorsʼ compensation, etc.Total amount by type of compensation, etc. (million yen)BasiccompensationTotal amount by type of compensation, etc. (million yen)BasiccompensationRetirementpaymentsAnnual bonus(−)(−)(−)120(−)(−)RetirementpaymentsAnnual bonusGovernance and Financial FrameworkCorporate GovernanceThe 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.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 600,000 shares per year multiplied by the market price at the time granted (approved through resolution of Proposal No. 4 at the 2020 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-termincentivesOtherLong-termincentivesOtherD88compensation, etc.536287Number of eligibledirectorsTotal amount of(2)RSU(Restricted Stock Units)866(43)72(72)937(115)418(43)72(72)489(115)21715821120(−)21148337234(−)−(−)234(−)74(−)−(−)74(−)17052632238
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