Corporate Governance

Policies for Determining Remuneration of Directors

The remuneration of directors (excluding outside directors) and corporate officers consists of the following three components:

  • basic remuneration as fixed annual remuneration according to respective positions
  • a performance-linked bonus, which is based on the business performance each year
  • stock-related remuneration to enhance the motivation, etc. of directors to improve the medium- to long-term corporate value through appropriate corporate management by increasing sensitivity toward the NGK stock price and sharing with shareholders both advantages and risks generated by ups and downs of the stock price

NGK does not pay any performance-linked bonus or stock-related remuneration to outside directors and Audit & Supervisory Board Members and only pays basic remuneration since they assume roles in supervising and auditing management from an independent standpoint.
With regard to the ratio between this variable remuneration and fixed annual remuneration, the ratio of basic remuneration, performance-linked bonuses, and stock-related remuneration is set from a perspective of putting priority on the stability and enhancement of medium- to long-term performance. The total amount of remuneration, including basic remuneration, is determined in accordance with officers' positions, taking into consideration remuneration levels according to the size of companies and other factors, using data from reliable external research institutions.

Remuneration of Directors and Audit & Supervisory Board Members (fiscal 2018)

Director category Total remuneration(million yen) Total remuneration by type (million yen) Applicable directors(people)
Fixed remuneration Performance-linked remuneration Stock options Retirement benefits
(excluding Outside Directors)
570 388 129 53 - 11
Audit & Supervisory Board Members
(excluding Outside Audit & Supervisory Board Members)
62 62 - - - 2
Outside Directors and Outside Audit & Supervisory Board Members 66 66 - - - 6

Directors Receiving Total Remuneration of ¥100 Million or More (fiscal 2018)

Name Director category Company category Total remuneration by type (million yen) Total remuneration(million yen)
Fixed remuneration Performance-linked remuneration Stock options Retirement benefits
Taku Oshima Director Submitting companies 68 30 10 - 110