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  5. Design of Remuneration for Directors

Design of Remuneration for Directors

Basic policy of remuneration for directors

The upper limit of the maximum aggregate amount of remuneration for directors is JPY600 million or less per year for the current 14 directors (including stock compensation type stock options and restricted stock remuneration), of which the maximum aggregate amount of remuneration for the four independent outside directors is JPY50 million or less per year.

IIJ Group recognizes that its target business markets are continuously expanding and IIJ Group is growing in such a business environment, and believes that it is important to develop its business from a long-term perspective in order to ensure the sustainable fulfillment of its management philosophy.

With regard to remuneration for full-time directors, IIJ recognizes that stock-related remuneration with appropriate balances between fixed and performance-linked remuneration is effective for long-term enhancement of its corporate value, rather than excessively short-term oriented performance-linked remuneration.

Allocation of compensation to full-time directors

Fixed monthly remuneration
(approximately) 67-71%
Non-cash remuneration
6-11%
Performance-linked remuneration
22-24%
  • Note:
    ・Fixed monthly remuneration (cash remuneration)
    ・Non-cash remuneration (stock compensation-type stock options as a substitute for the retirement allowance)
    ・Performance-linked remuneration (restricted stock)
    ・The above percentages are based on the image of remuneration when performance-linked remuneration (four months) is paid.

Provision of restricted stock as a performance-linked bonus

Restricted stocks as performance-linked bonuses are provided to full-time directors when the annual performance meets certain criteria. IIJ recognizes the importance of sales growth and the corresponding increase in profits, and has therefore set a performance-linked bonus that is equivalent to between zero and four times as much as each directors’ fixed monthly remuneration based on annual growth rates and target achievement rates of its consolidated revenue and operating profit.

Grant of stock options as a substitute for the retirement allowance

As a substitute for the abolition of retirement benefits for directors, IIJ grants stock options, which can be exercised at one yen, to each director every year, equivalent to the value of the previous retirement benefits. The value of the granted stock options is equivalent to between one and two fixed monthly remuneration for each director, depending on the director's position.

Year Provision of restricted stocks as performance-linked bonuses Grant of stock options as a substitute for the retirement allowance
FY2021 Seven full-time directors, JPY70,349 thousand Seven full-time directors, JPY49,312 thousand
  • Note:
    The value of restricted stocks allotted as performance-linked bonuses for FY2021 represents the amount of expenses recognized in the current fiscal year.

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