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 2023 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 | Mami Indo has amassed a wealth of experience and broad insight, having
served as an analyst/consultant in a securities company and a think tank andas a commissioner of the Securities and Exchange Surveillance Commission. During meetings of the Board of Directors, she has provided recommendations and findings regarding the promotion of finance sector and risk management, 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. |
10/10 |
| Takashi Hibino | Takashi Hibino has been elected as an outside director based on his broad insight and diverse experience in the finance and capital
markets and management in general, having served as president and
chairman of a securities company. The expectation is that he will provide
various opinions to the Company’s management aimed at reinforcing the
supervisory function of the Board of Directors and ensuring transparency and because there is no risk of a conflict of interest with general shareholders. He will also serve on the Nomination Advisory Committee and Compensation Advisory Committee 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 |
| Minoru Nakazato | Minoru Nakazato is currently fulfilling appropriate roles as an outside auditor, sufficiently realizing his function of monitoring the execution of duties by the managing 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 auditor and independent officer. |
Board of Directors Meetings 10/10 Board of Corporate Auditors Meetings 10/10 |
| Mayo Mita | Mayo Mita 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, 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 auditor and independent officer. | Board of Directors Meetings 9/10 Board of Corporate Auditors Meetings 8/10 |
| Michiko Chiba | Michiko Chiba has professional insight on finance and corporate accounting as a certified public accountant, also she has extensive auditing experience at an auditing corporation. She has been elected as an outside corporate auditor because she is expected appropriately audit the performance of the managing directors’ duties based on her insight and experience and there is no risk of a conflict of interest with general shareholders. | 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 112th 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 7 members: 5 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.
Indicators for restricted stock compensation and bonuses, which are linked to business performance,omprehensively take into account performance for the fiscal year under review (operating income and profit attributable to owners of parent), status of ESG initiatives, and return of profits to shareholders based on the Company’s shareholder return policy (dividends and share repurchases), progress of the Group’s long-term management policy “VISION 2025,” etc. in order to increase the linkages between managing directors’ compensation, performance and shareholder value.
The reason for selecting these indicators is to increase the interrelationship between managing directors’ compensation and performance and shareholder value, and to strengthen the incentive for managing directors to increase corporate value and achieve management targets.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 2023 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) | 1,593 | 645 | 596 | 351 | 12 |
| Corporate auditors (excluding outside auditors) | 106 | 106 | - | - | 3 |
| Outside officers | 148 | 148 | - | - | 10 |
Notes: 1. The number of persons and the amount of compensation above include five managing director who retired at the conclusion of the 111th Ordinary General Shareholders' Meeting held on June 29, 2023.
| 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) |
|---|---|---|---|---|---|---|
| Masanobu Komoda | Chairman of the Board and Chief Executive Officer (Representative) | Mitsui Fudosan Co., Ltd. | 138 | 141 | 104 | 384 |
| Takashi Ueda | President and Chief Executive Officer (Representative) | Mitsui Fudosan Co., Ltd. | 138 | 172 | 95 | 405 |
| Takashi Yamamoto | Managing Director (Representative) | Mitsui Fudosan Co., Ltd. | 68 | 67 | 30 | 178 |
| Managing Director | Mitsui Fudosan Residential Co., Ltd. | 11 | - | - | ||
| Takayuki Miki | Managing Director | Mitsui Fudosan Co., Ltd. | 63 | 51 | 25 | 139 |
| Yoshihiro Hirokawa | Managing Director | Mitsui Fudosan Co., Ltd. | 47 | 51 | 19 | 118 |
Notes: 1. Executive Officer Category is for fiscal year 2023.
Corporate Governance Report
Corporate Governance Report(768KB)
