Mazda 2016 Annual Report Download - page 35

Business Management System
Efforts to Increase Transparency and Fairness of the Process for
Determining Compensation of Directors
Basic Policy on Director Compensation
In order to further enhance the transparency, fairness, and objectivity of the process for deter-
mining the remuneration of directors and executive officers, the Company has established an
Officer Remuneration Advisory Committee made up of representative and outside directors and
with an outside director to serve as chair of the meetings. Remuneration policy and a structure
and process based on the policy will be decided, taking into account the advice of the commit-
tee in order to enable the Company’s continued growth and enhancement of its corporate value
over the medium and long terms.
The remuneration of inside directors and executive officers consists of 1) a fixed amount of
basic remuneration commensurate with their responsibilities, 2) performance-based remunera-
tion determined at the end of the fiscal year in accordance with a designated standard and
process after evaluating how much has been achieved toward personal goals set based on an
annual business plan formulated based on the medium-term business plan, and 3) compensa-
tion in the form of stock options under a system introduced after approval of a resolution at the
150th Ordinary General Meeting of Shareholders on June 28, 2016, in order to enhance the
desire to contribute to enhancing corporate value over the medium and long terms and to share
the benefits with shareholders.
Considering their status independent from the execution of operations, outside directors
shall receive a fixed amount of basic remuneration only.
By resolution of the 141st Ordinary General Meeting of Shareholders held on June 26, 2007,
the annual compensation for directors is to be payable within the limit of ¥1.2 billion.
Basic Policy on Corporate Audit Compensation
The corporate audit compensation paid to the Company’s certified public accountants is de-
cided by agreement with the Audit & Supervisory Board. Based on audit duration estimates,
which are based on the audit plan for the next fiscal period, comprehensive consideration is
given to whether the appropriate business conduct of the certified public accountants and
others was to the ensured level.
March 2016 fiscal year
Category
Compensation based on audit
certification work
(millions of yen)
Compensation based on
non-auditing work
(millions of yen)
Mazda Motor Corporation 223 —
Consolidated subsidiaries 77 —
Total 300 —
Furthermore, as another important detail concerning remuneration, the Company and its
consolidated subsidiaries entrust auditing certification work and non-auditing work to offices
that are affiliated closely with KPMG and which belong to the same network as the Company’s
certified public accountants. In the March 2016 fiscal year, the total amount of compensation
paid by the Company and its consolidated subsidiaries was ¥564 million.
March 2016 fiscal year
Category People Amount (millions of yen)
Directors 10 448
Audit & Supervisory Board members 5 109
Total (of which, outside auditors) 15 (6) 557 (65)
*1 The numbers shown above include two directors who retired as of the conclusion of the 149th Annual General Meeting of
Shareholders held on June 23, 2015.
*2 There is no director who earned compensation pay of more than ¥100 million.
MAZDA ANNUAL REPORT 2016
33 Foundations Underpinning
Sustainable Growth
Message from
Management
Review of Operations
Drivers of Value Creation
Financial Section
Contents