Pentax 2013 Annual Report Download - page 51

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HOYA's Invisible Assets Corporate Governance
Copyright 2013 © HOYA CORPORATION
Compensation
Committee
The Compensation Committee, which is comprised of 6 Outside Directors, builds a
remuneration structure that gives more incentives to Directors and Executive Officers
and assesses their work in an appropriate manner, with the aim to help improve HOYA's
business performance. The Compensation Committee determines the remuneration of
Directors and Executive Officers on an individual basis in accordance with the following
policies.
●Remuneration etc. for Directors and Executive Officers of the Company
(i) Basic Policy
The Company has established a Compensation Committee with the objective of
"contributing to improvement of results of the Company by constructing a remuneration
system that raises motivation of Directors and Executive Officers and by appraising their
performance appropriately." The Committee is made up of all of 6 Outside Directors
who are not Executive Officers of the Company.
(ii) Policy concerning remuneration for Directors
The remuneration of Directors consists of a fixed salary and stock options.
The fixed salaries consist of a basic compensation and compensation for being a
member or a chairman of the Nomination, Compensation or Audit Committee. The
compensation levels are set appropriately by taking into consideration such factors as
the Company's business environment and the levels set by other companies as
determined by a survey conducted by an outside professional organization.
(iii) Policy concerning remuneration for Executive Officers
The remuneration of Executive Officers consists of a fixed salary, performance-based
compensation and stock options.
Fixed salaries are set appropriately according to the office and responsibility of each
Executive Officer (President, CEO, etc.) and by taking into consideration such factors as
the Company's business environment and the levels set by other companies as
determined by a survey conducted by an outside professional organization.
Performance-based compensation is determined by both financial performance,
measured as the percentage of targets met with respect to indicators corresponding to
sales, profit for the year and earnings per share, which is given an 80% weight, and the
degree of achievement with respect to management measures set at the beginning of
the fiscal year, which is given a 20% weight. Remuneration typically consists of 50%
fixed salary and 50% performance-based pay. The performance-based portion,
however, can fluctuate widely, depending on the Company's performance.
Benefits granted to expatriates (such as housing) are also set at appropriate
levels in consideration of the Company's business environment and the levels set
by other companies as determined by a survey conducted by an outside
professional organization.