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 Adit & Supervisory Board Members 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 2025 Attendance at Board of Directors Meetings and Audit & Supervisory Board Meeting |
|---|---|---|
| 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 diversity, 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 directors and Audit & Supervisory Board Members and in the decision process for compensation of 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 |
Mami Indo has served as an analyst/consultant in a securities company and a think tank, and has amassed a wealth of experience and broad insight.
During meetings of the Board of Directors, she has provided recommendations and findings regarding internal controls, risk management, finance, 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 directors and Audit & Supervisory Board Members and in the decision process for compensation of 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 |
| Takashi Hibino | Takashi Hibino 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 chair 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 directors and Audit & Supervisory Board Members and in the decision process for compensation of 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 |
| Yo Honma | Yo Honma 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 IT and digital technology, 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 directors and audit & supervisory board members and in the decision process for compensation of 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. |
10/10 |
| Tsuyoshi Nagano | As a seasoned executive in the insurance industry with extensive experience and broad expertise in risk management and global business operations, he has been actively contributing to the industry over many years. The expectation is that he will provide valuable insights to strengthen the supervisory functions of the Board of Directors and enhance transparency. Additionally, as there is no risk of a conflict of interest with general shareholders, he has been appointed as an outside director and independent officer. He will also serve on the Nomination Advisory Committee and Compensation Advisory Committee to increase transparency in the selection process for directors and Audit & Supervisory Board Members and in the decision process for compensation of directors. | Newly appointed |
| Minoru Nakazato | Minoru Nakazato is currently fulfilling appropriate roles as an outside Audit & Supervisory Board Member, sufficiently realizing his function of monitoring the execution of duties by the directors . Going forward, Minoru Nakazato is expected to make further contributions, and because there is no possibility of conflicts of interest with general shareholders, he has been appointed an outside Audit & Supervisory Board Member and independent officer. |
Board of Directors Meetings 12/12 Board of Audit & Supervisory Board Meetings 12/12 |
| Mayo Mita | Mayo Mita is currently fulfilling appropriate roles as an outside Audit & Supervisory Board Member, sufficiently realizing her function of monitoring the execution of duties by the directors . Going forward, Mayo Mita 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 Audit & Supervisory Board Member and independent officer. | Board of Directors Meetings 12/12 Board of Audit & Supervisory Board Meetings 12/12 |
| Michiko Chiba | Michiko Chiba is currently fulfilling appropriate roles as an outside Audit & Supervisory Board Member, sufficiently realizing her function of monitoring the execution of duties by the directors . Going forward, Michiko Chiba 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 Audit & Supervisory Board Member and independent officer. | Board of Directors Meetings 12/12 Board of Audit & Supervisory Board Meetings 12/12 |
| Basic Policy |
|
|
|---|---|---|
| Compensation Determination Process |
Directors |
The compensation shall be prepared based on the basic policies of Director compensation and the method of each compensation determination and finalized at the Board of Directors meeting after consulting with the Compensation Advisory Committee chaired by independent Outside Director. |
| Audit and Supervisory Board Members |
The compensation shall be determined based on the discussion among Audit and Supervisory Board Members at the Audit and Supervisory Board. |
|
Based on the research of compensation levels conducted by third parties, the Company sets compensation levels for each position that are competitive and comparable to those of domestic companies of the same size in revenue. The compensation structure is as follows.
| Type of Compensation | Payment Method | Performance-based Indicator | Purpose and Overview of Compensation | Eligible Officers | Upper Limit | ||
|---|---|---|---|---|---|---|---|
| Fixed | Basic Compensation |
Monetary | - |
(Purpose) To motivate performance in accordance with duties and responsibilities (Overview)
|
Internal/Outside Directors Internal/Outside Audit and Supervisory |
(Directors) Up to ¥100 million per month (including up to ¥20 million per month for Outside Directors) (Audit and Supervisory Board Members) Up to ¥20 million per month |
|
| Performance-based | Bonus | Monetary |
|
(Purpose) To motivate the creation of short-term results and performance improvement (Overview)
|
Internal Directors | Amount resolved at the Annual General Shareholders' Meeting | |
| Stock | Restricted Stock (RS) |
Stock |
|
(Purpose) To motivate for sustainable improvement of corporate value and further value sharing with the shareholders (Overview)
|
Internal Directors |
(Restricted Stock (RS)) Number of shares: 675,000 or less per year (The amount of the monetary compensation claims provided for the allocation of restricted stock (RS) and the monetary amounts based on restricted stock units (RSU)) Up to ¥2.0 billion per year |
|
| Restricted Stock Unit (RSU) |
Monetary | ||||||
（Note1） In principle, the ratio of the number of RS stocks and the number of RSU units to be provided shall be 75%: 25%.
（Note2） One (1) unit of RSU shall be converted to one (1) common share.
（Note3） There shall be no limit to the number of RSU units, but the total number of RS stocks and RSU units combined shall be no more than 900,000 shares per year.
（Note1） Ratio when the amount of performance-based compensation's payment is based on the base amount and the stock price is equivalent to the average stock price for the most recent year at the time of the introduction of the Plan (may fluctuate depending on the business performance and the Company's stock price)
（Note2） From the perspective of ensuring independence from management, compensation for the Outside Director and Corporate Auditor consists solely of fixed basic compensation that is not affected by business performance.
●Bonus
［KPI］
| KPI | Reason for Selection |
|---|---|
| Business Income | Established for the purpose of evaluating single-year incomes, which serve as the basis for achieving quantitative targets in the Group's long-term vision |
| Net Income | |
| ESG Initiatives | Established to reflect the initiatives to the Group materiality as defined by the Group's long-term vision |
| Individual Evaluation Results | Established to strengthen the value creation awareness of each officer to achieve the Group's long-term vision |
［Calculation Formula］
| Individual Bonus Payment |
= | Standard Amount for each Position |
× | Payment Rate by KPI Evaluation |
||||||||||
|
||||||||||||||
●Stock Compensation
［KPI］
| KPI | Reason for Selection |
|---|---|
| EPS | Established to evaluate the degree of progress toward achieving quantitative targets in the Group's long-term vision |
| ROE | |
| ESG Initiatives | Established to reflect the initiatives to the Group materiality as defined by the Group's long-term vision |
[Compensation structure, ratio of number of shares and units, and calculation formula for number of shares and units]
| Type of Compensation | Ratio of Number of Shares and Units (*) | Calculation Formula for Number of Shares and Units | |||||||
|---|---|---|---|---|---|---|---|---|---|
| RS | 75% |
|
|||||||
| RSU | 25% |
|
|||||||
|
|||||||||
(Note) Regarding the ratio of shares and units, the ratio of RSUs shall be 100% in the year of the Directors' retirement.
[Calculation Formula for Monetary Compensation Claims and Monetary Payment Amounts]
Amount of Monetary Compensation Claims Pertaining to RS for Each Fiscal Year
| Amount of Monetary Compensation Claims Pertaining to RS |
= | Number of Share Allocated per Person |
× | Closing Stock Price on the Business Day Immediately Preceding the Date of the Resolution to RS Allocation |
Monetary Payment based on RSU at the time of Retirement
| Monetary Payment based on the RSU |
= | Number of Holding Units (Cumulative Total upon Retirement) |
× | Closing Stock Price on the Day of Retirement |
| Total amount by type of compensation(Yen in millions) | ||||||
| Officer classification | Total amount of compensation(Yen in millions) | Base compensation | Bonus | Restricted stock compensation | Restricted stock compensation units | Number of eligible officers (Persons) |
|---|---|---|---|---|---|---|
| Director (excluding Outside Director) | 2,111 | 649 | 722 | 596 | 143 | 9 |
| Audit and Supervisory Board Member (excluding Outside Audit and Supervisory Board Member) | 105 | 105 | – | – | – | 2 |
| Outside Officer | 177 | 177 | – | – | – | 9 |
（Note）The number of individuals and the amount of remuneration include two Directors who retired upon the conclusion of the 113th Ordinary General Shareholders’ Meeting held on June 27, 2025.
| Total amount by type of compensation
(Yen in millions) |
|||||||
| Name | Officer classification | Company classification | Base compensation | Bonus | Restricted stock compensation | Restricted stock compensation units | Total amount of compensation (Yen in millions) |
|---|---|---|---|---|---|---|---|
| Masanobu Komoda | Representative Chairman of the Board | Mitsui Fudosan Co., Ltd. | 156 | 171 | 178 | 42 | 548 |
| Takashi Ueda | Representative President and Chief Executive Officer | Mitsui Fudosan Co., Ltd. | 157 | 209 | 197 | 47 | 611 |
| Takashi Yamamoto | Representative Director | Mitsui Fudosan Co., Ltd. | 79 | 82 | 53 | 12 | 227 |
| Shingo Suzuki | Director | Mitsui Fudosan Co., Ltd. | 59 | 62 | 39 | 9 | 170 |
| Makoto Tokuda | Director | Mitsui Fudosan Co., Ltd. | 58 | 62 | 39 | 9 | 168 |
| Yutaka Saito | Director | Mitsui Fudosan Co., Ltd. | 49 | 45 | 29 | 7 | 131 |
| Nobuhiko Mochimaru | Director | Mitsui Fudosan Co., Ltd. | 49 | 45 | 29 | 7 | 131 |
| Akiko Kaito | Director | Mitsui Fudosan Co., Ltd. | 37 | 45 | 21 | 7 | 110 |
Notes: 1. Executive Officer Category is for fiscal year 2025.
Corporate Governance Report
Corporate Governance Report(768KB)
