POLICY ON REMUNERATIONS PAYABLE TO MEMBERS OF THE BOARD OF DIRECTORS AND TOP LEVEL EXECUTIVES
This policy document describes the system and practices on remunerations payable to our members of the Board of Directors as well as senior officers pursuant to applicable regulations of the Capital Market Board.
Fixed remunerations to be offered and dividends to be distributed to members of the Board of Directors in accordance with applicable provisions of the Articles of Association are determined pursuant to respective proposals of shareholders each year at the ordinary meeting of the General Assembly of Shareholders.
Executive directors shall be paid remuneration pursuant to the policy on remunerations payable to senior officers as detailed below. If General Assembly of Shareholders decides to distribute dividends to directors pursuant to article 25 of the articles of association of the company, executive directors shall not receive any payment under the dividend distribution. The dividends payable shall be made to directors who do not hold an executive position.
Independent directors shall not be eligible to benefit from dividends, stock options or performance-based payment schemes.
Members of the Board of Directors get paid proportionally in consideration of their length of service between the dates of their assignment and resignation. Expenses and costs incurred by members of the Board of Directors in the course of making contributions to the Company (e.g. travel, phone, insurance expenses, and etc.) may be reimbursed by the Company.
Remunerations payable to senior officers are comprised of two constituents which are fixed remuneration and performance-based remuneration.
Fixed remunerations payable to senior officers are determined as per international standards and legal requirements in consideration of macro-economic market data, current remuneration policies applicable at the market, the size and long term objectives of the Company, and respective positions of individuals.
Premiums payable to senior officers are calculated based on actual corporate performance as well as individual performance. Applicable criteria applied for these calculations are summarized below:
Premium Base: Premium bases are updated each year, and may vary depending upon workloads assumed at managerial positions. Premium bases are updated in consideration of premium payment policies applicable at the market for senior officers.
Corporate Performance: Corporate performance is measured by comparing, at the end of relevant year, the level of achievement of such financial and operational targets (e.g. market shares, export volumes, activities at abroad, productivity, and etc.) which are fixed for the Company at the beginning of each year. Corporate targets are determined based on the principles that the success must be sustainable and contain improvements when compared to past years.
Individual Performance: Individual performance is determined in consideration of corporate targets as well as objectives pertaining to finance, customers, processes, technologies, and long term strategies. Individual performance is measured based on the principle of long term sustainable improvement also outside financial fields in a manner parallel to those of corporate performance.
Total sums of remunerations determined in accordance with the criteria specified above, and other benefits which are offered to members of the Board of Directors as well as senior officers are detailed in operation reports.
 With respect to the implementation of Corporate Governance Communiqué numbered II-17.1 issued by the Capital Market Board, an executive director is a person who holds an executive position or remains in charge of a unit that functions for executive purposes in addition to acting as a director making it necessary for such person to become involved in the daily work flow and ordinary activities of the company.
With respect to the dividend distribution, an executive director is a person who acts as a paid employee in either the company or another company controlled by the same entity including the company in addition to assuming the position of a director and assumes a de facto executive function and remains in charge of a unit that functions for executive purposes (a unit which performs directly revenue generating activities) making it necessary for such person to become involved in the daily work flow and ordinary activities of the company.”