Konica Minolta 2015 Annual Report Download - page 62

Compensation for Directors and Executive
Officers
The Compensation Committee determines the salaries and
compensation system for directors and executive officers. In June
2005, the Committee abolished the conventional retirement benefit
system for directors and executive officers, and revised the
compensation policy (see table below) to make it a better fit for
their roles in the Company.
Konica Minolta regards it as important to clearly indicate the
Company’s policy on compensation for directors and executive
officers, together with the ratio of incentive compensation for the
achieved performance. Consequently, the compensation policy in
the business report for the fiscal year ended March 2015 stipulated
that the executive officers’ compensation shall comprise base
salary, a performance-based cash bonus as a short-term incentive,
and stock compensation as a long-term incentive, with the ratio of
the three being 60:25:15. The performance targets on which the
performance-based cash bonus is determined are stipulated as
major consolidated performance indicators, including sales,
operating profit, and ROE, associated with results of operations.
Konica Minolta participates in a survey on executive
compensation for companies in Japan done by an independent
party every year, and the amount of individual compensation for
each position is benchmarked based upon objective data obtained
from the survey.
The amount of compensation paid to directors and executive
officers recorded as an expense for the year ended March 2015 is
shown in the table below.
• Executive Officer Appointment
The president makes the initial proposals for the appointment of
executive officers by the Board of Directors.
The president then determines the executive officer candidates
through a candidate evaluation meeting, based on executive officer
selection standards. The Nominating Committee receives
information on the executive officer candidates ahead of the Board
of Directors and supervises the validity of the selection process.
Compensation for directors and executive officers
* Every outside director has been designated an “independent director” as they
each meets the independence standards established by the Company’s
Nominating Committee, is not a business executive or other significant person at
a major supplier or customer or a major shareholder of Konica Minolta, and will
not represent conflicts of interest with ordinary shareholders concerning his role
as an outside director.
Note 1. As of March 31, 2015, there are 4 outside directors, 3 internal directors (excluding
those who are also executive officers), and 19 executive officers.
Note 2. In addition to the 5 internal directors shown above, the Company has another 4
internal directors who concurrently hold executive officer posts, and the compensation
of these directors is included in the compensation for executive officers.
Note 3. Regarding the performance-based cash bonus, the amounts that should be recorded
as an expense for the period are stated.
Note 4. Regarding the compensation-type stock options, the amounts that should be recorded
as an expense based on an estimation of the fair value of the stock acquisition rights
issued to directors (excluding outside directors) and executive officers (excluding
non-residents in Japan) as part of their compensation are stated.
Note 5. In addition to the compensation shown above, the conventional retirement benefit
abolished in June 2005 was paid, as indicated below, during the current business year,
based on a resolution of the Compensation Committee:
- 35 million yen for 2 directors who retired on June 19, 2014.
- 21 million yen for 2 executive officers who retired on March 31, 2014.
Outside Directors Base salary only
Internal Directors Base salary + stock compensation as long-term
incentive
Executive Officers
Base salary + performance-based cash bonus as
short-term incentive + stock compensation as long-term
incentives
Amount of compensation paid to directors and executive officers for
the year ended March 2015
Total 45 182 227 801
Total base salary
Persons 5 5 10 19
Amount
(million yen) 45 143 188 448
Performance-
based cash bonus
Persons - - - 19
Amount
(million yen) - - - 233
Stock
Compensation
Persons - 5 5 18
Amount
(million yen) - 39 39 119
Directors Executive
Officers
Outside Internal Total
Outside Directors
Shoji Kondo*
Shoji Kondo has many years of experience at Toyota
Motor Corporation and Hino Motors, Ltd. involving
primarily in production and purchase activities, which
are the main components of manufacturing. He has
been elected as our outside director for his extensive
experience and a broad range of knowledge as a
corporate executive.
Takashi Enomoto*
Takashi Enomoto has many years of experience in the
management of IT solutions businesses at NTT DATA
Corporation. He has been elected as our outside
director for his extensive experience and a broad
range of knowledge as a corporate executive.
Kazuaki Kama*
Kazuaki Kama was involved for many years in the
management of the heavy machinery manufacturing
business at IHI Corporation, including progress of the
focus of resources on strategic business activities. He
has been elected as our outside director for his
extensive experience and a broad range of knowledge
as a corporate executive.
Hiroshi Tomono*
Hiroshi Tomono has many years of experience at
Sumitomo Metal Industries, Ltd. and Nippon Steel &
Sumitomo Metal Corporation in the management of
the materials manufacturing sector, including having
overseen activities at steelmakers ranging from
technology and manufacturing to planning,
administration and new business. He has been
elected as our outside director for his extensive
experience and a broad range of knowledge as a
corporate executive.
Name Reason for electing the outside director
Corporate Governance
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KONICA MINOLTA, INC. Annual Report 2015
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