To clarify directors' management responsibilities and enhance incentives for business improvement, at the 27th Annual Shareholders Meeting on June 16, 2011, a system was introduced to link executive bonuses from the fiscal year ended March 31, 2012, onward to the business results of the KDDI Group within 0.1% of consolidated net income (profit for the period attributable to owners of the parent) during the applicable fiscal year.
In addition, at the 31st Annual Shareholders Meeting on June 17, 2015, the introduction of a stock compensation plan was approved, and this system commenced operation on September 1, 2015. The percentage of remuneration that is performance-linked increased as a result. The KDDI Group sets director remuneration systems and levels in a manner that allows it to respond swiftly to environmental changes while taking into account directors' responsibilities for the management targets of achieving sustainable growth and increased corporate value over the medium to long term.
A decision was reached at the 22nd Annual Shareholders Meeting, held on June 15, 2006, to introduce a plan for issuing stock acquisition rights to serve as an incentive for executing operations and increasing operating performance, with an upper limit of ¥40 million per year. However, no stock acquisition rights have been allocated based on this plan since the fiscal year ended March 31, 2011.
Policy for Determining Remuneration of Directors and Audit & Supervisory Board Members
The Remuneration Advisory Committee discusses and decides on the system and the level of remuneration for executives to maintain transparency and objectivity.
Remuneration for directors consists of fixed-amount salaries and performance-linked executive bonuses and stock remuneration provided that they are responsible for improving business results every fiscal year, as well as medium- to long-term corporate value.
Fixed-amount salaries are based on such factors as directors' professional ranking and the management environment. Standard levels for each position are researched and reviewed using an outside specialist agency, and appropriate levels are established. The amount of executive bonuses and stock remuneration are determined based on an evaluation of the rate of achievement of consolidated Group operating revenue, operating income and profit for the year, as well as the achievement of certain KPIs, including the number of subscribers and the churn rate established for each fiscal year.
Audit & Supervisory Board Members
Remuneration of Audit & Supervisory Board members is determined in consultation with Audit & Supervisory Board members. These members receive fixed remuneration that is not affected by fluctuations in the Company's operating performance.
Remuneration for Executive Members
Total remuneration (millions of yen)
Number of recipients (people)
Total remuneration by type (millions of yen)
Directors other than the above
Audit & Supervisory Board members
Outside Audit & Supervisory Board members
Audit & Supervisory Board members other than the above
The maximum monthly remuneration for directors is ¥50 million.
The maximum annual amount of remuneration for Audit & Supervisory Board members is ¥130 million (for each business year).
Payment of director bonuses is linked to performance, and shall be no more than 0.1% of profit for the period attributable to owners of the parent.
The decision to introduce the performance-linked stock-type incentive program for directors (Board Incentive Plan) was resolved at the 31st Annual Shareholders Meeting held on June 17, 2015. This is apart from the bonuses and the Company will pay directors, etc., who serve during the three years covering from the fiscal year ended March 31, 2016 to the fiscal year ended March 31, 2018, new performance-linked stock compensation.
In addition to the above, directors and Audit & Supervisory Board members received a retirement allowance in connection with the cancellation of the executive retirement bonus system.
Total Remuneration of Persons Receiving Total Remuneration of ¥100 Million or More