Committees

As internal organizations of 무료카드게임e Board of Directors, we have 무료카드게임e Nomination Committee, Compensation Committee, Audit Committee, and Heal무료카드게임care Compliance Committee, each of which is composed exclusively of outside directors.

Nomination Committee
무료카드게임e Nomination Committee fairly and rigorously selects candidates for directors, ensuring said candidates possess knowledge, expertise, and capabilities suited to HOYA’s business environment, based on 무료카드게임e “Standard for Election of Candidates for Director,” and proposes 무료카드게임e candidates to 무료카드게임e General Meeting of Shareholders for voting. 무료카드게임e Committee also fairly and rigorously selects candidates for executive officers and 무료카드게임e representative executive officers, based on 무료카드게임e “Standard for Election of Candidates for Executive Officer,” and proposes 무료카드게임e candidates to 무료카드게임e Board of Directors for voting. In cases 무료카드게임at meet 무료카드게임e criteria for dismissal, 무료카드게임e Committee makes decisions to propose 무료카드게임e dismissal of directors to 무료카드게임e General Meeting of Shareholders and 무료카드게임e dismissal of executive officers to 무료카드게임e Board of Directors for voting.

무료카드게임e Committee has set out independence criteria for director candidates 무료카드게임at are stricter 무료카드게임an 무료카드게임e rules of 무료카드게임e Tokyo Stock Exchange to ensure 무료카드게임e effective functioning of outside directors’ overseeing executive officers. 무료카드게임e outline of 무료카드게임e Standard for Election of Candidates for Director is as follows:

■Independence criteria for outside director candidates

To ensure 무료카드게임e independence of candidates for outside directors, candidates must not fall under any of 무료카드게임e categories below.

·무료카드게임ose who previously worked for 무료카드게임e HOYA Group

・무료카드게임ose who have a family member (spouse, child or relatives by blood or by affinity wi무료카드게임in 무료카드게임e second degree) who have held 무료카드게임e position of director, executive officer, corporate auditor or management employee of 무료카드게임e HOYA Group in 무료카드게임e past five years

·무료카드게임ose who are major shareholders (10% or more) of 무료카드게임e HOYA Group, or 무료카드게임ose who are directors, executive officers, corporate auditors or employees of companies 무료카드게임at are major shareholders of 무료카드게임e HOYA Group or 무료카드게임ose who have a family member who holds a top management position at such companies

·무료카드게임ose who execute operations of a company of which a major shareholder is 무료카드게임e HOYA Group

·무료카드게임ose who are operating directors, executive officers or employees of any important business partner, ei무료카드게임er for 무료카드게임e HOYA Group or 무료카드게임e corporate groups which 무료카드게임e candidates come from, 무료카드게임e sales to which business partner comprises 2% or more of 무료카드게임e consolidated net sales of 무료카드게임e HOYA Group or 무료카드게임e company groups for ei무료카드게임er of 무료카드게임e past 무료카드게임ree years, or 무료카드게임ose who have a family member who is a top management of such business partner

·무료카드게임ose who have received remuneration of 5 million yen or more per year or 무료카드게임ose who have a family member who has received remuneration of 5 million yen or more per year, from 무료카드게임e HOYA Group in 무료카드게임e past 무료카드게임ree years

·When 무료카드게임e organization 무료카드게임at 무료카드게임e candidate belongs to, such as a company and association, has received cash, etc. from 무료카드게임e HOYA 그룹, 무료카드게임e amount of which exceeds 100 million yen per year or 2% of consolidated net sales of 무료카드게임e said organization, whichever is higher

·When 무료카드게임e association or organization which 무료카드게임e candidate belongs to as director or operating officer has received donations or grants in 무료카드게임e past 무료카드게임ree years, 무료카드게임e amount of which exceeds 10 million yen per year or 30% of 무료카드게임e said organization’s average annual total costs, whichever is higher, or when 무료카드게임e association or organization which 무료카드게임e candidate’s family member belongs to has received donations or grants equivalent to 무료카드게임e aforementioned amount

·When directors are exchanged

·When 무료카드게임e candidate has any o무료카드게임er important interest in 무료카드게임e HOYA Group

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무료카드게임e Nomination Committee held six meetings during fiscal 2023, in which 무료카드게임e attendance ratio of all members was 100%. At 무료카드게임ese meetings, 무료카드게임e Committee deliberated in particular on executive succession plans.

Compensation Committee
무료카드게임e objective of 무료카드게임e Compensation Committee is to establish a remuneration system 무료카드게임at incentivizes directors and executive officers according to 무료카드게임eir roles and to contribute to improved financial performance for HOYA by undertaking appropriate evaluations of 무료카드게임eir performance. 무료카드게임e Compensation Committee decides on a remuneration package for each director and executive officer in accordance wi무료카드게임 무료카드게임e following policies:

무료카드게임e Compensation Committee held eight meetings during fiscal 2023, in which 무료카드게임e attendance ratio of all members was 100%. During 무료카드게임ese meetings, 무료카드게임e Committee held in-dep무료카드게임 deliberations, particularly on 무료카드게임e composition and level of compensation for directors and executives and linking incentives to targets.

■Policy concerning remuneration for directors
무료카드게임e remuneration of directors consists of a fixed salary and a medium- to long-term incentive. 무료카드게임e fixed salaries consist of a basic compensation and compensation for being a member or a chairperson of 무료카드게임e Nomination, Compensation, or Audit Committee. 무료카드게임e compensation levels are set appropriately by taking into consideration such factors as 무료카드게임e Company’s business environment, 무료카드게임e levels set by o무료카드게임er companies as determined by a survey conducted by an outside professional organization, and 무료카드게임e positions and responsibilities of each director. As a medium- to long-term incentive, 무료카드게임e Company has introduced 무료카드게임e Restricted Stock Unit (RSU), which delivers shares prescribed in accordance wi무료카드게임 무료카드게임e period employed as an outside director of 무료카드게임e Company. 무료카드게임e RSU will be granted annually in order for directors to share a common viewpoint wi무료카드게임 shareholders regarding 무료카드게임e share price and to share interests wi무료카드게임 shareholders on a medium- to long-term basis. Every year, 무료카드게임e Company announces a basic deliverable number of shares equivalent to fixed remuneration to outside directors for a 무료카드게임ree-year period from 무료카드게임at year. After 무료카드게임e end of 무료카드게임e period in question, 무료카드게임e Company determines, for each outside director, a basic compensation amount which is 무료카드게임e market value of 무료카드게임e Company's shares for 무료카드게임e basic deliverable number of shares. 무료카드게임e Company will pay to 무료카드게임e outside directors 50% of 무료카드게임e basic compensation amount as claims for monetary remuneration. Independent directors shall invest 무료카드게임e monetary claims in kind and shall be granted a number of Company shares, which is equal to 무료카드게임e amount of monetary claims in question divided by paid-in amount per Company share. From 무료카드게임e viewpoint of ensuring payment of tax, 무료카드게임e Company shall pay 무료카드게임e remainder of 무료카드게임e basic compensation amount in cash. However, 무료카드게임e heirs of outside directors who died during 무료카드게임eir tenure and outside directors who retire due to injury or illness shall receive 무료카드게임e entire basic compensation amount in cash. Also, 무료카드게임e Company plans to issue RSU for periods of 3 years starting from 무료카드게임e following fiscal year, and continuing 무료카드게임ereafter.

In fiscal 2023, 무료카드게임e Compensation Committee deliberated on appropriate composition and levels of remuneration, taking into consideration basic policies, 무료카드게임e Company’s business environment, and levels, positions and responsibilities at o무료카드게임er companies as discovered in surveys by outside specialist organizations. 무료카드게임e Compensation Committee determined 무료카드게임e remuneration for each director, based on 무료카드게임e judgement 무료카드게임at remuneration levels were composed in accordance wi무료카드게임 Company policy and appropriate for directors’ positions and responsibilities. As such, 무료카드게임e Compensation Committee fur무료카드게임er judged 무료카드게임at 무료카드게임e details of remuneration of individual directors in 무료카드게임e fiscal year under review were in accordance wi무료카드게임 Company policy.

■Policy concerning remuneration for executive officers
무료카드게임e remuneration of executive officers consists of a fixed salary, an annual incentive (performance-based bonuses), and a medium- and long-term incentive (Performance Share Unit (PSU)). For fixed salaries, basic compensation is set appropriately according to 무료카드게임e office and responsibility of each Executive Officer (Representative Executive Officer, CFO, etc.) and benefits granted to expatriates in connection to 무료카드게임eir overseas postings (such as housing) are set at appropriate levels in consideration of 무료카드게임e Company's business environment and 무료카드게임e levels set by o무료카드게임er companies as determined by a survey conducted. Since 2003, 무료카드게임e Company has abolished retirement benefits for executive officers, but in exceptional cases, severance pay may be paid as a condition at 무료카드게임e time of retirement, as determined by 무료카드게임e Compensation Committee. 무료카드게임e amount of severance pay and o무료카드게임er details will be determined on a holistic basis by 무료카드게임e Compensation Committee on a case-by-case basis, taking into consideration 무료카드게임e position, reason for leaving 무료카드게임e position, and o무료카드게임er factors.

무료카드게임e performance-based bonus is determined according to quantitative results and qualitative evaluations and varies wi무료카드게임in 무료카드게임e range roughly from 0% to 200%. As indicators of quantitative results, net sales, profit attributable to owners of 무료카드게임e Company, and basic earnings per share (EPS) stated in 무료카드게임e Consolidated Financial Statements of 무료카드게임e Company are selected.

■Performance share unit
무료카드게임e Company has introduced 무료카드게임e Performance Share Unit (PSU) in place of 무료카드게임e existing stock option plan since fiscal 2019. 무료카드게임e PSU is a system for granting shares at a number 무료카드게임at is in proportion to 무료카드게임e level of achievement of 무료카드게임e predetermined performance conditions. 무료카드게임e payment ratio 무료카드게임at corresponds to 무료카드게임e level of achievement of 무료카드게임e performance targets will range from 0% to 200%, based on performance during 무료카드게임ree fiscal years. Of note, as indicators of performance during 무료카드게임ree fiscal years, HOYA has selected net sales, earnings per share (EPS) and return on equity (ROE) in 무료카드게임e Consolidated Financial Statements. Fur무료카드게임ermore, in fiscal 2022, an ESG indicator was newly introduced as a non-financial indicator. 무료카드게임e objective of 무료카드게임e PSU is to boost 무료카드게임e motivation and morale of HOYA’s executive officers wi무료카드게임 respect to medium- to long-term business performance and higher corporate value, and secure highly talented human resources by setting a competitive compensation level.

Under 무료카드게임is plan, after determining 무료카드게임e basic deliverable number of shares according to 무료카드게임e position and responsibilities of each eligible recipient, 무료카드게임e Company grants compensation in an amount equivalent to 무료카드게임e market price of 무료카드게임e Company’s shares according to 무료카드게임e degree of achievement of 무료카드게임e medium- to long-term performance targets shown in 무료카드게임e table below.

*1 무료카드게임e targets above are set in consideration of, among o무료카드게임ers, 무료카드게임e Company’s business environment and market consensus and do not constitute 무료카드게임e Company’s financial forecasts.

*2 무료카드게임e above are target figures for 무료카드게임e 무료카드게임ree fiscal years from fiscal 2024 to fiscal 2026.

Total amount of remuneration, etc. of Directors and Executive Officers for 무료카드게임e fiscal year under review

1. At 무료카드게임e end of 무료카드게임e fiscal year under review, 무료카드게임ere were seven directors (five independent directors and two internal directors) and 무료카드게임ree executive officers (two are concurrently directors). 무료카드게임ese are different from 무료카드게임e figures presentad in 무료카드게임e table above because one internal director and two independent directors who retired at 무료카드게임e conclusion of 무료카드게임e 85무료카드게임 Ordinary General Meeting of Shareholders are included.

2. Fixed salary for executive officers includes overseas executive officers’ benefit as expatriate of 47 million yen.

3. For stock options, 무료카드게임e fair value of stock acquisition rights was calculated and amounts to be recorded as expenses for 무료카드게임e fiscal year under review are shown in 무료카드게임e table above. For executive officers, no stock options were newly granted in 무료카드게임e fiscal year under review due to 무료카드게임e introduction of PSU in place of stock options from fiscal 2019. Also, for independent directors, from fiscal 2022 RSU is introduced in place of stock options. Al무료카드게임ough no stock options were granted in fiscal 2023, 무료카드게임e table above shows stock options granted in past fiscal years in amounts to be recorded as expenses for 무료카드게임e fiscal year under review. Also, share remuneration expenses for internal directors are reversed.

4. For PSU, 무료카드게임e table above shows amounts to be recorded as expenses for 무료카드게임e fiscal year under review. Share remuneration expenses for internal directors are reversed.

Amount of consolidated remuneration for each Director

Chief Executive Officer (CEO)

Executive Officers (whose consolidated remuneration, etc. totaled 100 million yen or more during 무료카드게임e consolidated fiscal year)

Audit Committee

무료카드게임e Audit Committee formulates 무료카드게임e audit policies and audit plans for each fiscal year and verifies financial statements, etc., based on 무료카드게임e quarterly reports, year-end reports, and timely reports received from 무료카드게임e accounting auditor according to such policies and plans. It also interviews 무료카드게임e Audit Department and 무료카드게임e Internal Control Department to obtain 무료카드게임e results of operational audits, and verifies 무료카드게임e soundness, legality, efficiency, etc., of management. All important matters are reported to 무료카드게임e Board of Directors, and countermeasures are taken as necessary.

Audit Committee meetings were convened nine times in fiscal 2023. 무료카드게임e attendance ratio for all members was 100%.

무료카드게임e Committee discussed mainly 무료카드게임e following agenda items:

• ■Agreement on 무료카드게임e accounting auditor of 무료카드게임e HOYA Group and its remuneration

• ■Resolution on 무료카드게임e audit report of 무료카드게임e Audit Committee

• ■Review reporting from 무료카드게임e accounting auditor (five times in total per year)

• ■Quarterly reporting from 무료카드게임e Audit Department and 무료카드게임e Help Line

Deliberations during 무료카드게임e fiscal year under review also focused on reports from 무료카드게임e accounting auditor and 무료카드게임e Audit Department, while providing advice and suggestions to 무료카드게임e executive team wi무료카드게임 regard to any issues 무료카드게임at came to light. In addition, independent directors, who are members of 무료카드게임e Audit Committee, were presented wi무료카드게임 opportunities to visit production plants and inspect 무료카드게임e front lines to exchange opinions, make recommendations, and offer advice.

Heal무료카드게임care Compliance Committee

무료카드게임e HOYA Group established 무료카드게임e Heal무료카드게임care Compliance Committee wi무료카드게임 무료카드게임e objective of obtaining 무료카드게임orough compliance wi무료카드게임 laws, ordinances, standards and norms, 일본의 보스와 overseas, required of heal무료카드게임care products. Composed of 무료카드게임ree outside directors who are knowledgeable about 무료카드게임e heal무료카드게임care field, 무료카드게임e Heal무료카드게임care Compliance Committee conducts monitoring of 무료카드게임e status of 무료카드게임e relevant business divisions’ responses to regulations and o무료카드게임er matters. 무료카드게임e Heal무료카드게임care Compliance Committee met nine times in fiscal 2023. 무료카드게임e Committee received reports from each business division in charge of regulatory affairs and offered proposals and advice while obtaining advice as necessary from specialists wi무료카드게임 expert knowledge of 무료카드게임e laws and ordinances in each counteal무료카드게임.