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 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 Compensation of Directors and Audit & Supervisory Board Members
The Remuneration Advisory Committee discusses compensation for directors and Audit & Supervisory Board members to maintain both transparency and objectivity of the system of and the level of remuneration for executives.
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. Executive bonuses and stock remuneration are based on the KDDI Group's level of achievement of its performance targets for each fiscal year, as well as on individual directors' roles.
Audit & Supervisory Board Members
Remuneration of Audit & Supervisory Board members is determined in consultation with Audit & Supervisory Board members. These members receive fixed compensation that is not affected by fluctuations in the Company's operating performance.
Remuneration for Executive Members
Total remuneration by executive classification, number of recipients, and total remuneration by type
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
Audit & Supervisory Board members
Audit & Supervisory Board members other than the above
The maximum monthly remuneration for directors is ¥50 million.
The maximum annual remuneration for the Audit & Supervisory Board members is ¥100 million (based on the Company's business year).
Remuneration amounts include bonuses for directors (except for outside directors), introduced in June 2011 and that were defined as being linked to performance and no more than 0.1% of net income attributable to owners of the parent.
A stock compensation plan for directors was introduced in September 2015.
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