Policy for Determining Compensation for Directors and Audit & Supervisory Board Members

Compensation for Directors

In fiscal 2022, a total of JPY 67.475 million were paid to directors. (Of these, JPY 10.8 million were paid to outside directors.)

1. The company does not pay salaries to directors as employees.

2. The amount of compensation mentioned above falls within the maximum annual limit approved at a meeting of shareholders. The amount of compensation for directors shall be determined by a resolution of board of directors.

3. None of them received JPY 100 million or more.

4. The aforementioned total amount of compensation, etc. paid to directors includes the amount paid by consolidated subsidiaries.

Disclosure of Methods To Determine Compensation or Compensation Policies

In March 2021, the Board of Directors approved the basic policy on compensation for Asteria’s directors and the Audit & Supervisory Board members, in line with the corporate governance code and the revised companies act. The details of the policy are as below. (The board of directors changed the delegation of authority regarding the determination of individual compensation at the February 2022 meeting.)

[Basic Stance]

-The company shall provide compensation sufficient to recruit talents who are capable of realizing Asteria’s corporate mission.

-Compensation levels shall be sufficient to motivate directors to contribute to the sustainable enhancement of corporate value and the medium to long-term growth.

-The compensation structure shall maintain a high level of transparency, fairness, and rationality to ensure accountability to shareholders and other stakeholders.

[Compensation Structure]

-Board of Directors (excluding outside directors)

The fixed monetary compensation not linked to performance and the performance-linked compensation shall be paid.
The amount of fixed monetary compensation not linked to performance is determined based on the director’s position, responsibilities, years in office, among other factors.
The performance-linked compensation shall not be paid when the company fails to book consolidated operating profit under IFRS. If the company books a standard level of operating profit under IFRS, a base level of performance-linked compensation will be paid. Depending on operating profit higher than that, up to twice the base compensation shall be provided.

-Outside Directors and the Audit & Supervisory Board members

In view of their professional role and independence, their compensation shall be fixed for the time being.

[Overall Compensation]

-Board of Directors (excluding outside directors)

The ratio between the fixed monetary compensation not linked to performance and the performance-linked compensation shall be determined through discussions by the Nomination & Compensation Advisory Committee and will take into account the director’s position, responsibilities, years in office, among other factors.
The ratio should be approximately 75:25 based on standard consolidated operating profit (IFRS).
The fixed monetary compensation not linked to performance shall be paid once a month. The performance-linked compensation shall be paid within 12 months from the month following the Annual General Meeting of Shareholders held after the end of the fiscal year.
Since it is important to maintain and improve our Group’s profitability in order to continuously increase corporate value, the index on which performance-linked compensation is calculated is the consolidated operating profit under IFRS, excluding investment valuation gains/losses.

-Outside Directors and the Audit & Supervisory Board Members

Compensation to outside directors and the Audit & Supervisory Board members shall be paid once a month.

[Policy for Determining Individual Compensation]

-Board of Directors (inside and outside directors)

The compensation of each directors (inside and outside directors) shall be set in accordance with their positions, responsibilities, and years in office, by referring to the compensation levels of listed companies as a whole and listed IT companies. In order to ensure transparency, fairness, and rationality, the Nomination & Compensation Advisory Committee, which is delegated by the Board of Directors, shall make decisions.

-The Audit & Supervisory Board Members

The amount of compensation shall be determined at meetings of the Audit & Supervisory Board members.

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