Pentax 2013 Annual Report Download - page 52

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HOYA's Invisible Assets Corporate Governance
Copyright 2013 © HOYA CORPORATION
(iv) Stock Options
In order for newly-appointed Directors and Executive Officers to share the same
perspective as shareholders in regards to share price, and for those re-appointed to
share common interest with shareholders on long-term basis, commensurate stock
options, which are a certain percentage of the granted shares when newly-appointed,
are granted continuously every year in consideration of the exercise price at the time of
granting (a market price one day prior to a Board of Directors resolution regarding stock
option grants), fluctuations in the share price during the exercise period and fixed annual
salaries.
Based on the above, the number of stock options granted to Outside Directors is fixed
each year, whereas the number of stock options granted to Executive Officers is based
on Company performance and individuals' evaluations, subject to deliberation by the
Compensation Committee and decided by the Board of Directors.
Retirement benefits for officers were eliminated in 2003 as it was determined that these
benefits were essentially a service pay for many years of service and had little to do with
Company's performance or shareholder returns, and as such are not appropriate as a
component of the officer compensation scheme.
Total amount of remuneration, etc. of Directors and Executive Officers for the fiscal year
ended March 2013.
Classification Number of
payees
Total
amount of
remuneration,
etc.
Total amount of remuneration by type
Fixed salary
Performance
based
remuneration
Stock option
Directors
Outside 5 62 51 - 11
Internal 3 18 18 - -
Total 8 80 68 - 11
Executive
Officers 4 288 182 95 11
Total 9 367 250 95 22
Note 1.At the end of the fiscal year under review, there were 7 Directors and 3 Executive Officers.
Two of the 3 Executive Officers served concurrently as Internal Directors.
Note 2.The total amount of remuneration includes remuneration paid to one Director who retired as of
the conclusion of the 74th Ordinary General Meeting of Shareholders.
●Overview of Liability Limitation Contract
The Company and its Outside Directors have concluded an agreement that limits
possible future liabilities of the latter prescribed in the first paragraph, Article 423 of the
Companies Act to the higher of a prefixed amount exceeding 10 million yen or the
amount prescribed by the Act.