MITSUBISHI ESTATE Annual Report 2014

Status of Board of Directors Meetings and Other Initiatives in Fiscal 2014ItemsDetailsNumber of directors (outside directors)13 (4)Frequency of Board of Directors (BOD) meetings15BOD attendance by outside directorsIsao Matsuhashi15Fumikatsu Tokiwa15Yasumasa Gomi14Shu Tomioka15Number of statutory auditors (outside statutory auditors)4 (3)Frequency of Board of Statutory Auditors (BOSA) meetings13BOSA attendance by statutory auditors (outside statutory auditors)Kazuhiko Hasegawa13Kenjiro Hata*13Akio Utsumi13BOD attendance by statutory auditors (outside statutory auditors)Kazuhiko Hasegawa15Kenjiro Hata*14Akio Utsumi15Accounting auditorsErnst & Young ShinNihon LLCAnnual remuneration paid to independent audit corporation¥135 million* Retired as of the closing of the general meeting of shareholders on June 27, 2014.Total Remuneration Paid to Directors and Statutory AuditorsCategoryAmount PaidTotal remuneration, etc., paid to directors (outside directors)¥606 million (¥40 million) Total remuneration, etc., paid to statutory auditors (outside statutory directors)¥88 million (¥53 million) Notes:1.The above amounts include remuneration payments made to the four directors who retired their positions as of the end of the 114th general meeting of shareholders held on June 27, 2013. 2.The Company has not paid any employee-based compensation to its directors.3.The upper limit of remuneration paid to directors determined by general meeting of shareholders’ resolution is ¥800 million per fiscal year for ordinary remuneration (excluding employee-based compensation) and a separate upper limit of ¥200 million per fiscal year for deferred remuneration paid to directors based on the granting of stock options. These remuneration upper limits were decided at the 92nd and 107th general meetings of shareholders, respectively, held on June 27, 1991, and June 29, 2006. Please note that stock options are not granted to outside directors. 4.The upper limit of remuneration paid to statutory auditors determined by general meeting of shareholders’ resolution is ¥100 million per fiscal year. The upper limit was decided at the 107th general meeting of shareholders held on June 29, 2006.5.The above amounts include stock option-based remuneration (¥77 million allotted to nine directors) paid in the fiscal year under review.6.The Company’s outside directors and auditors have not received any remuneration, etc., as directors or auditors of any of the Company’s subsidiaries.Policy for Determining the Remuneration of Directors and AuditorsThe Company has decided on an upper limit for remuneration of ¥800 million per fiscal year and a separate upper limit of ¥200 million for remuneration by stock options per fiscal year as the total amount of remuneration for directors. Similarly, it has decided on an upper limit of ¥100 million per fiscal year as the amount of remuneration for statutory auditors.Looking at the composition of the remuneration, the Company has adopted a system that combines performance-linked remuneration and deferred remuneration stock options for all corporate officers except outside directors and statutory auditors. Outside directors only receive fixed remuneration because by definition they are not involved in business execution. Statutory auditors also only receive fixed remuneration in accordance with their roles as standing or non-standing statutory auditors as determined by discussion among the statutory auditors.Performance-linked remuneration consists of fixed and variable portions paid on an annual basis. Directors receive a fixed monetary portion for the discharge of their duties. The variable portion of their remuneration reflects corporate performance and the performances of the businesses for which they are responsible. Accounting for 30% of the annual monetary remunera-tion, the variable portion is calculated based on performance evaluations of corporate results and by-sector results as well as on comparisons with past results and fiscal year targets.In fiscal 2007, the Company introduced a deferred remuneration stock options system to inspire greater enthusiasm and motivation among directors to improve the Company’s stock price and business performance, thereby encouraging a common interest with shareholders. In the same fiscal year, the Company abolished the retirement benefits system for directors based on a resolution by the general meeting of shareholders.The Board of Directors approves the final decisions regarding remuneration for the Company’s corporate officers.Corporate Governance StatusThe Mitsubishi Estate Group endeavors to promote management that is focused on the interests of shareholders while fully sup-porting its statutory auditor system and the introduction of an executive officer system. To ensure greater transparency and objec-tivity, as well as to improve the management and oversight of the Board of Directors, outside directors are to be appointed, while efforts are continuing to promote separation and greater control of supervision and auditing, etc., as well as to strengthen the Group’s business execution functions.Corporate Governance Reports: REPORT 201439