Epson 2011 Annual Report Download - page 37

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36
proactively discloses information to statutory auditors, including outside statutory auditors, to ensure the
transparency of its decision making and operational processes by, for example, reserving seats for the auditors at
all corporate management meetings.
(4) Director remuneration
Basic policy
Directors serve to enhance corporate value, both in the immediate and long terms, and Epson has designed its
system of director remuneration to provide them with incentives to improve business performance. The system is
detailed as follows.
The specific monthly salaries of directors are set according to their title, and in consideration of Epson’s business
performance. Director bonuses are paid according to the level of achievement with respect to performance
targets predefined by the board of directors. Bonuses are treated as incentives for directors to ensure performance
goals for the year are met. Furthermore, a portion of the monthly salaries of directors is paid as Epson stock so
that remuneration is linked to share price, and to serve as an incentive for improving business performance in the
long term.
Remuneration paid
Category Total remuneration
(millions of yen)
Remuneration breakdown
(millions of yen)
Number of
individuals
Basic salary Bonus
Directors 408 408 - 12
Statutory auditors
(including total for outside
statutory auditors)
115
(57)
115
(57)
-6
(3)
Total 523 523 - 18
Notes
1. The numbers above include two directors and one statutory auditor who retired at the closing of the general
shareholders’ meeting on June 22, 2010.
2. Remuneration paid to directors does not include remuneration paid to personnel who hold the position of
director as an additional post.
3. Epson introduced a stock performance (stock-based) component to the remuneration system to link
remuneration more closely to share price, so Epson stock accounts for a portion of basic salary.
4. A resolution of the general shareholders’ meeting held on June 26, 2001, established the maximum amount
of remuneration at ¥70 million per month for directors and at ¥12 million per month for statutory auditors.
5. The remuneration paid does not include director bonuses since bonuses will not be paid for the fiscal year
under review.
6. Stock options are not granted as remuneration.