Sustainability

Corporate Governance

Remuneration of Directors and Audit & Supervisory Board Members

Policies for Determining Remuneration, etc. of Directors and Audit & Supervisory Board Members

With the aim of incentivizing the realization of NGK's corporate philosophy and management policies, as well as to heighten the transparency, fairness, and clarity of their responsibilities, the remuneration of NGK directors is comprised of three components:

  • A position-based, fixed annual salary as basic remuneration,
  • An annual performance-based bonus to heighten the link with the company's performance and further clarify the fulfillment of responsibilities of each director, and
  • Stock-related remuneration designed to boost motivation and morale toward enhancing corporate value over the medium- to long-term through sound company management by having them share with shareholders the risk of stock price decline as well as the rewards of stock price increases and increasing their sensitivity to NGK's share prices.

In terms of the ratio of fixed annual remuneration to variable remuneration, from the perspective of emphasis on maintaining and improving performance over the medium- to long-term, NGK sets the performance-based variable remuneration at an appropriate level.
For the purpose of ensuring fairness and increasing transparency during the process of determining remuneration, the Nomination and Compensation Advisory Committee comprising a majority of outside directors deliberates matters related to the policies for determining remuneration, proposals on the total amount of remuneration for directors and Audit & Supervisory Board members, and proposals on the amount of remuneration for individual directors and executive officers, the results of which are reported to the Board of Directors.
Outside directors and Audit & Supervisory Board members receive only basic remuneration based on their supervision of management from an independent perspective and role as monitors.

Remuneration of Directors and Audit & Supervisory Board Members (fiscal 2017)

Director category Total remuneration (million yen) Total remuneration by type (million yen) Applicable directors (people)
Basic remuneration Stock options Bonus Retirement benefits
Directors
(excluding Outside Directors
676 428 65 182 10
Audit & Supervisory Board Members
(excluding Outside Audit & Supervisory Board Members)
61 61 2
Outside Directors and Outside Audit & Supervisory Board Members 62 62 5

Directors Receiving Total Remuneration of ¥100 Million or More (fiscal 2017)

Name Director category Total remuneration by type (million yen) Total remuneration (million)
Basic remuneration Stock options Bonus Retirement benefits
Taku Oshima Director 68 11 47 127