Mitsui Fudosan appoints its outside directors with the expectation that they will contribute their extensive experience and broad knowledge to the Company's management, and that they will play an appropriate role in strengthening the audit function of the Board of Directors and ensuring transparency. The Company also appoints its outside auditors with the expectation that they will bring an objective stance to auditing the directors in the performance of their duties, based on their expert knowledge and extensive experience. Note that, in line with Tokyo Stock Exchange requirements for judging the independence of independent officers, the Company uses the following standards for judging said independence: whether there is a risk of conflicts of interest with any of the Company's general shareholders; whether any special interests exist with the Company; and whether in working to enhance the soundness and transparency of the Company's management, the individual is capable of making objective, fair and impartial judgments.
| Name | Reasons for the Appointment | Fiscal 2022 Attendance at Board of Directors Meetings and Board of Corporate Auditors Meetings |
|---|---|---|
| Tsunehiro Nakayama | Tsunehiro Nakayama has amassed a wealth of experience and broad insight having served for many years in top management positions. During meetings of the Board of Directors, he has provided many recommendations and findings regarding finance, risk management and other matters from an objective and specialist viewpoint. He has contributed greatly to invigorating discussions of the Board of Directors and improving its effectiveness. In addition, as a member of the Nomination Advisory Committee and Compensation Advisory Committee, he has participated in discussions from an objective standpoint, contributing to ensuring transparency in the selection process for managing directors and corporate auditors and in the decision process for compensation of managing directors. As the Company’s outside director, he has played an appropriate role aimed at reinforcing the supervision functions of the Board of Directors and ensuring transparency. He is expected to make further contributions going forward, and because there is no possibility of conflicts of interest with general shareholders, he has been appointed as an outside director and independent officer. | 12/12 |
| Shinichiro Ito | Shinichiro Ito has amassed a wealth of experience and broad insight having served for many years in top management positions. During meetings of the Board of Directors, he has provided recommendations and findings regarding branding, global business development, and other matters from an objective and specialist viewpoint. He has contributed greatly to invigorating the discussions by the Board of Directors and improving its effectiveness. In addition, as a member of the Nomination Advisory Committee and Compensation Advisory Committee, he has participated in discussions from an objective standpoint, contributing to ensuring transparency in the selection process for managing directors and corporate auditors and in the decision process for compensation of managing directors. As the Company’s outside director, he has played an appropriate role aimed at reinforcing the supervision functions of the Board of Directors and ensuring transparency. He is expected to make further contributions going forward, and because there is no possibility of conflicts of interest with general shareholders, he has been appointed as an outside director and independent officer. | 12/12 |
| Eriko Kawai | Eriko Kawai has served for many years overseas where she amassed a wealth of experience and broad insight as a management consultant while working for international organizations and universities. During meetings of the Board of Directors, she has provided recommendations and findings regarding the promotion of women’s activities, ESGs, sustainability, and other matters from an objective and professional viewpoint. She has contributed greatly to invigorating discussions by the Board of Directors and improving its effectiveness. In addition, as a member of the Nomination Advisory Committee and Compensation Advisory Committee, she has participated in discussions from an objective standpoint, contributing to ensuring transparency in the selection process for managing directors and corporate auditors and in the decision process for compensation of managing directors. As the Company’s outside director, she has played an appropriate role aimed at reinforcing the supervision functions of the Board of Directors and ensuring transparency. She is expected to make further contributions going forward, and because there is no possibility of conflicts of interest with general shareholders, she has been appointed as an outside director and independent officer. |
12/12 |
| Mami Indo | Having served as an analyst and consultant at securities companies and thinktanks and as a member of the Securities and Exchange Surveillance Commission, Mami Indo has amassed a wealth of experience and broad insight. Since we expect her to provide a wide variety of opinions on the management of the Company in order to reinforce the supervision functions of the Board of Directors and to ensure transparency and because there is no possibility of conflicts of interest with general shareholders, she has been appointed an outside director and independent officer. She will be involved, if appointed, as a member of the Nomination Advisory Committee and the Compensation Advisory Committee in the efforts to increase transparency in the selection process for managing directors and corporate auditors and in the decision process for compensation of managing directors. | Newly appointed |
| Yukimi Ozeki | Yukimi Ozeki is currently fulfilling appropriate roles as an outside auditor, sufficiently realizing her function of monitoring the execution of duties by the managing directors . Going forward, Yukimi Ozeki is expected to make further contributions, and because there is no possibility of conflicts of interest with general shareholders, she has been appointed an outside auditor and independent officer. |
Board of Directors Meetings 12/12 Board of Corporate Auditors Meetings 12/12 |
| Minoru Nakazato | Minoru Nakazato has amassed professional knowledge in the tax, legal, and economic areas and a wealth of experience at universities. Since we expect him, based on this knowledge and experience, to properly audit the directors’ execution of their duties and because there is no possibility of conflicts of interest with general shareholders, he has been appointed an outside auditor and independent officer. | Newly appointed |
| Mayo Mita | Mayo Mita has amassed a wealth of experience in the corporate sector as a securities analyst with a high level of insight to objectively observe and analyze companies. Since we expect her, based on this experience and insight, to properly audit the directors’ execution of their duties and because there is no possibility of conflicts of interest with general shareholders, she has been appointed an outside auditor and independent officer. | Newly appointed |
Managing directors' compensation consists of basic compensation in an amount within the scope set and approved by resolution of the 106th Ordinary General Shareholders' Meeting, bonuses paid as short-term incentives that comprehensively take into consideration such things as business results achieved in each fiscal year which must be approved by resolution at the Ordinary General Shareholders' Meeting, and restricted stock compensation paid as medium- to long-term incentives in an amount within the scope set and approved by resolution of the 108th Ordinary General Shareholders' Meeting for the purpose of sustainably increasing the corporate value of the Group and further sharing shareholder value with shareholders.
Compensation paid to managing directors (outside directors) is solely basic compensation. Compensation paid to corporate auditors will be within the scope of the total amount approved by a resolution at the 106th Ordinary General Shareholders' Meeting.
Mitsui Fudosan has established the Compensation Advisory Committee, comprised of the following 6 members: 4 independent outside directors who make up the majority and 2 internal directors, with one of these independent outside directors serving as chairman. The amount of compensation for directors is determined by the Board of Directors following consultation with the Compensation Advisory Committee. Corporate Auditor' compensation is determined based on discussions among corporate auditors.
The Board of Directors determines the details of compensation, etc. for individual managing directors for the fiscal 2020 under review pursuant to the above policy after consultations with the Compensation Advisory Committee. As a result, the details of compensation are deemed to follow the policy.
| Short-Term Incentives | Medium- to Long-Term Incentives | ||
| Title | Basic Compensation | Bonus | Restricted Stock Compensation |
|---|---|---|---|
| Internal directors | ○ | ○ | ○ |
| Internal corporate auditors | ○ | - | - |
| Outside directors and corporate auditors | ○ | - | - |
At the 108th Ordinary General Shareholders' Meeting held on June 26, 2020, the introduction of a restricted stock compensation system to managing directors of the Company, other than outside directors, in place of stock options was approved. Stock acquisition rights which have already been granted as stock options but have not yet been exercised will continue to exist. However, no new stock options will be granted.
Furthermore, we have also introduced a restricted stock compensation system to managing officers and Group officers who do not concurrently serve as managing directors.
Compensation for directors consists of a bonus and restricted stock compensation, which are performance-based compensation, and basic compensation, which is compensation other than performance-based compensation. The payment ratio for performance-based compensation is around 50% to 60% (around 60% to 70% for the President and Chief Executive Officer), and is around 40% to 50% (30% to 40% for the President and Chief Executive Officer) for other forms of compensation.
In regard to the bonus and restricted stock compensation – i.e. performance-based compensation –comprehensive consideration is given to factors such as performance for the current term, status of ESG-related initiatives, redistribution of profits among shareholders based on our returns policies, progress of “VISION 2025,” our Group's long-term management policies, the economic climate, and the business environment. In regard to the reasons for selecting these indexes, this is to increase the interrelationship between director compensation and performance and stockholder value. The amount of performance-based compensation is determined by the Board of Directors following consultations with the Compensation Advisory Committee, instead of leaving determination to the sole discretion of the President.
In regard to the bonus and restricted stock compensation – i.e. performance-based compensation –comprehensive consideration is given to factors such as performance for the current term, status of ESG-related initiatives, redistribution of profits among shareholders based on our returns policies, progress of “VISION 2025,” our Group's long-term management policies, the economic climate, and the business environment. In regard to the reasons for selecting these indexes, this is to increase the interrelationship between director compensation and performance and stockholder value. The amount of performance-based compensation is determined by the Board of Directors following consultations with the Compensation Advisory Committee, instead of leaving determination to the sole discretion of the President.
Executive compensation granted to managing directors and corporate auditors in fiscal 2022 was as follows.
| Amount by Type of Compensation (Millions of Yen) | |||||
| Executive Officer Category | Total Amount of Compensation (Millions of Yen) | Basic Compensation | Bonus | Restricted stock compensation | Number of Officers Eligible (Persons) |
|---|---|---|---|---|---|
| Managing directors (excluding outside directors) | 1,432 | 626 | 559 | 246 | 9 |
| Corporate auditors (excluding outside auditors) | 106 | 106 | - | - | 2 |
| Outside officers | 131 | 131 | - | - | 7 |
Notes: 1. The number of persons and the amount of compensation above include one managing director who retired at the conclusion of the 110th Ordinary General Shareholders' Meeting held on June 29, 2022.
| Amount of Compensation by Type
(Millions of Yen) |
||||||
| Name | Executive Officer Category | Company | Basic Compen sation | Bonus | Restricted stock compen sation | Total Compen sation (Millions of Yen) |
|---|---|---|---|---|---|---|
| Hiromichi Iwasa | Chairman of the Board and Chief Executive Officer (Representative) | Mitsui Fudosan Co., Ltd. | 120 | 116 | 43 | 281 |
| Masanobu Komoda | President and Chief Executive Officer (Representative) | Mitsui Fudosan Co., Ltd. | 120 | 140 | 62 | 323 |
| Kiyotaka Fujibayashi | Managing Director | Mitsui Fudosan Co., Ltd. | 79 | 60 | 27 | 166 |
| Yasuo Onozawa | Managing Director | Mitsui Fudosan Co., Ltd. | 74 | 60 | 27 | 162 |
| Takashi Yamamoto | Managing Director | Mitsui Fudosan Co., Ltd. | 52 | 45 | 21 | 129 |
| Managing Director | Mitsui Fudosan Residential Co., Ltd. | 10 | - | - | ||
| Takashi Ueda | Managing Director | Mitsui Fudosan Co., Ltd. | 60 | 45 | 21 | 127 |
| Takayuki Miki | Managing Director | Mitsui Fudosan Co., Ltd. | 47 | 45 | 17 | 109 |
| Wataru Hamamoto | Managing Director | Mitsui Fudosan Co., Ltd. | 63 | 45 | 21 | 129 |
Notes: 1. Executive Officer Category is for fiscal year 2022.
Corporate Governance Report
Corporate Governance Report(768KB)
