Toshiba 2012 Annual Report Download - page 51

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Compensation policy
The Compensation Committee establishes compensation
policy regarding compensation of each director and/or
executive o cer as follows.
Since the main responsibility of directors is to
supervise the execution of the overall Group’s business,
compensation for directors is determined at an adequate
level to secure highly competent personnel and to ensure
e ective work of the supervisory function.
Since the responsibility of executive officers is to
increase corporate value in their capacity as executives
responsible for companies or divisions within the Group,
compensation for executive officers is divided into fixed
compensation and performance-based compensation, and
determined at an adequate level to secure highly
competent personnel and ensure their compensation
package functions as an effective incentive to improve
business performance.
1) Director’s compensation
Fixed compensation is paid to directors who do not
concurrently hold office as an executive officer, and is
based on status as a full-time or part-time director and on
the duties performed.
Amounts of compensation for FY2011
Amounts of compensation of directors and executive o cers for FY2011 are as follows:
Directors and executive o cers whose total compensation exceeded 100 million yen for FY2011
Position Total Amount Fixed Compensation Performance-based
Compensation Number of People
Directors
(excluding outside directors) ¥ 236 ¥ 236 ¥ − 15
Outside directors 51 51 − 4
Executive o cers 1,178 1,088 90 44
Name Position Company
Name Position Company Fixed
Compensation
Performance-based
Compensation Total Amount
Atsutoshi Nishida Director Toshiba Corporation ¥ 127 ¥ − ¥ 127
Norio Sasaki Director
Executive O cer Toshiba Corporation 6
96
−
7109
Compensation Policy and the Amount of Compensation
The fixed compensation is paid to directors who
concurrently hold o ce as an executive o cer, in addition
to the executive officer compensation specified in (2)
below.
2) Executive o cer’s compensation
Executive officer compensation is comprised of the basic
compensation based on executive officer rank (eg.
representative executive officer, president and chief
executive officer, representative executive officer,
corporate senior executive vice president) and the service
compensation calculated according to the duties of the
executive o cer. Some 40-45% of the service compensation
will fluctuate from zero (no compensation) to 2 times
according to the year-end performance of the Company or
of the division for which the executive o cer is responsible.
3) Compensation standards
Compensation standards are determined at suitable levels
for a global company, with the aim of securing highly
competent management personnel. The compensation
standards of other listed companies and payroll and
benefits of employees are considered when determining
the Company’s compensation standards of management.
(Millions of yen)
(Millions of yen)
Corporate Governance
49
TOSHIBA Annual Report 2012