Square Enix 2010 Annual Report Download - page 18

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Corporate Governance
(4) Overview of compensation system for directors and
corporate auditors
(i) Total compensation paid to directors and corporate
auditors, total compensation for each category of director
and corporate auditor, and the total number of directors
and corporate auditors
Compensation Paid to Directors
Number of
individuals
Total
remuneration
(
Millions of yen
)
Remuneration
breakdown
(
Millions of yen
)
Monetary
compensation
Non-monetary
compensation
Directors 4 374 180 194
Outside
director 110 6 4
Total 5 385 186 198
Notes: 1. Non-monetary compensation applicable to the fiscal year under review
was in the form of stock options.
2. The Company has abolished retirement benefits for directors and corporate
auditors
Compensation Paid to Corporate Auditors
Number of
individuals
Total
remuneration
(
Millions of yen
)
Remuneration
breakdown
(
Millions of yen
)
Monetary
compensation
Non-monetary
compensation
Corporate
auditor 144—
Outside
Corporate
auditors
32929—
Total 4 34 34 —
Notes: Compensation for corporate auditors was determined as shown above after
taking into account the independence of the corporate auditors vis-à-vis
the Company’s management.
(ii) Decision-making policies on remuneration, etc., for
directors and corporate auditors
The remuneration for directors consists of monetary
compensation as a basic consideration and non-monetary
compensation such as stock options. The decisions on
directors’ remuneration, etc., are reviewed every year by
taking into account the business performance of the
Company for the fiscal year concerned and their contribution
to the business performance. To ensure the objectivity and
transparency of the annual review of directors’ remuneration,
the president of the Company determines the amount of
remuneration and the distribution among the directors within
the scope of the total remuneration amount approved by a
General Meeting of Shareholders in accordance with a
report by the Compensation Committee, an advisory body.
Stock options are determined by the Board of Directors,
also in accordance with a report by the Compensation
Committee.
The remuneration for corporate auditors is only monetary
compensation in light of the independence of corporate
auditors from the corporate management of the Company.
Corporate auditors’ remuneration is also reviewed every
year. The amount of remuneration and the distribution
among the corporate auditors are determined through
consultations among the corporate auditors within the scope
of the total remuneration amount approved by a General
Meeting of Shareholders.
(5) Matters relating to the Company’s holdings of
shares
(i) Investments in shares for purposes other than purely
investment purposes
There are no applicable items.
(ii) Investments in stock-market-listed shares for purposes
other than purely investment purposes
There are no applicable items.
(iii) Investments in shares for purely investment purposes
16