Remuneration for Directors and Audit & Supervisory Board MembersRemuneration for Directors and Audit & Supervisory Board Members for fiscal 2019 is as follows: Remuneration System for Executives Remuneration is to be comprised of basic compensation (fixed remunera-tion), compensation linked to performance, and share remuneration. The proportions of basic compensation : compensation linked to performance : share remuneration for the President and Representative Director is to be set at roughly 50% : 30% : 20% of the reference amount. For other Directors and Executive Officers, the amounts are to be determined bearing in mind their duties and remuneration level, etc., with reference to the President and Representative Director. As the role of Outside Directors and Audit & Supervisory Board Members is to provide supervi-sion and advice regarding management from an objective and indepen-dent perspective, they are only paid fixed basic compensation.The Representative Director is to only be paid the whole-company performance-based bonus component of the compensation linked to performance. The compensation linked to performance of other Directors and Executive Officers are to be comprised of a whole-company performance-based bonus and an individual performance-based bonus. The total amount of the whole-company performance-based bonus of Directors is to be payable up to 0.5% of the net income attributable to owners of parents of the previous fiscal year.The individual performance-based bonus will be determined within the scope of 0–2 times the reference amount specified for each position, bearing in mind the extent of target achievement or the degree of progress, etc., for each evaluation indicators set in advance.Share remuneration will be provided through issuing shares with restriction on transfer once each year based on the reference amount specified for each position.In order to ensure the appropriateness as well as the transparency and feasibility of the discussion process regarding items relating to executive remuneration, determination will be made by the Board of Directors after discussion and reporting by the Executive Personnel Committee, which the Company has established voluntarily.(¥ million)Officer classificationBasic compensationCompensation linked to performanceStock compensationTotalDirectors’ bonusesIndividual performance-linkedStock compensa-tion planRemuneration of shares with restriction on transferDirectors (12)3412152012 101 691 Of which, Outside Directors (5)(52)————(52)Audit & Supervisory Board Members (6)95————95 Of which, Outside Audit & Supervisory Board Members (3)(26)————(26)Total4362152012101 786Notes:1. The Company introduced a Director compensation system with the approval of the 84th Ordinary General Meeting of Shareholders, held on March 27, 2019. Accordingly, in the fiscal year under review, basic compensation was based on the old system for January through March 2019, and then based on the new system for April through December 2019. Regarding performance-linked compensation, the Company plans to pay bonuses linked to consolidated performance based on the new system as compensation linked to consolidated performance in the fiscal year under review. As for compensation linked to individual performance, the Company plans to pay compensation linked to individual performance based on the old system for the fiscal year under review. Share remuneration shall be paid based on the old system for the portion from January to March 2019, and then the new system for the portion from April to December 2019.2. The above figures include 1 Director and 2 Auditors who retired at the conclusion of the 84th Ordinary General Meeting of Shareholders, held on March 27, 2019.3. In addition to the remuneration listed above, ¥52 million was paid as salaries to Directors who serve concurrently as employees.Compensation Linked to Consolidated PerformancePool of funds (up to 0.5% of net income attributable to owners of parent)Net income attributable to owners of parent x Preset percentage x Evaluation coefficient based on ROA0–2x (including adjustments based on other business performance metrics)Compensation Linked to Individual Performance0–2x of base amount relative to achievement of and progress toward predetermined indicatorsFinancial EvaluationTakes into account year-on-year comparisons and degree of target achievement for net sales, operating income, and ROA in the division for which they are responsibleNon-Financial EvaluationTakes into account degree of progress on initiatives in the Medium-Term Management Plan, grooming of successors for executive officer and candidates for senior management positions and contributions to corpo-rate value and brand valueRatio of financial and non-financial evaluation• Directors: 1 to 1 (Executive Officers: 1 to 1)Ratio of compensation linked to consolidated performance and compensation linked to individual performance• Representative director: 1 to 0 • Directors: 2 to 1 (Executive Officers: 1 to 3)Breakdown of Compensation Linked to Consolidated Performance67Yamaha Motor Co., Ltd. Integrated Report 2020
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