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Corporate Governance

Directors' Remuneration

Policy for Determining Directors' Remuneration

Basic policy

The remuneration of the Company's Directors consists of basic remuneration as a fixed amount and performance-linked remuneration (both are monetary remuneration). The payment amount is determined within the limit of remuneration approved at the Annual General Meeting of Shareholders. After consulting the Nomination and Remuneration Advisory Committee, the Board of Directors determines the details based on the committee's report. Remuneration for Outside Directors will be limited to basic remuneration.

Policy for determining the content and amount of basic remuneration

The basic remuneration shall be determined within the range of amounts determined in consideration of the position, grade, role, etc.

Policy on determination of performance-linked remuneration

Performance-linked remuneration shall be funded from a certain percentage of the operating profit for each fiscal year and shall be determined for Directors in charge of business execution, considering their performance and contribution for the relevant fiscal year.

Policy on Non-Monetary Remuneration

For the President and Representative Director, restricted stock (RS) will be granted in a lump sum during the year of appointment, separate from the base remuneration approved at the Annual General Meeting of Shareholders, within the approved remuneration cap. This is intended to provide incentives for enhancing corporate value over the medium to long term. The number of shares granted shall be determined by the Board of Directors after deliberation, taking into comprehensive consideration the duties of the President and Representative Director, the length of service, and other performance factors, and after consultation with the Nomination and Remuneration Advisory Committee. Furthermore, the content and calculation methods, as well as other relevant details, regarding the granting of stock options, shall be determined by the Board of Directors in accordance with applicable laws and regulations.

Total amount of remuneration of Directors

Classification Number of recipients Amount of remuneration Subtotals for each type of remuneration
Monetary remuneration Non- Monetary remuneration
Fixed remuneration Performance-Linked Remuneration Stock options
Director who is NOT the Audit and Supervisory Committee members 5 406 million yen 250 million yen 95 million yen 61 million yen
(Outside) (2) (35 million yen) (35 million yen) (-) (-)
Director who IS the Audit and Supervisory Committee members 3 20 million yen 20 million yen - -
(Outside) (2) (9 million yen) (9 million yen) (-) (-)
Total 8 426 million yen 270 million yen 95 million yen 61 million yen
(Outside) (4) (44 million yen) (44 million yen) (-) (-)

Stock Options

Stock options are granted based on CyberAgent's consolidated sales with the objective of further boosting the motivation and morale, raising corporate value, and further strengthening corporate management.