Azbil Revises Its Remuneration Policy for Officers
TOKYO, June 25, 2024: Azbil Corporation (Tokyo Stock Exchange code: 6845) has announced that it has revised its remuneration policy in line with the revised officers’ remuneration system decided by the Remuneration Committee*.
The Company discloses its remuneration policy, which is based on the method used for determining the remuneration of Company officers (directors and corporate executives) as decided by the Remuneration Committee. To further motivate corporate executives to achieve medium- and long-term performance targets and enhance the enterprise value of the Company, the Remuneration Committee has decided to expand stock-based compensation to increase the performance-linked component of the remuneration structure. At the same time, another revision to the remuneration policy has been made: in order to further enhance remuneration governance, a clawback policy is being introduced to allow the Company to demand refunds of bonuses and stock-based compensation from corporate executives in the event of a retrospective revision of the financial results on which such compensation is based. The revised remuneration policy is shown below.
*As a company with a three-committee board structure, the Company has a Remuneration Committee, of which the majority consists of independent outside directors, with the chairperson also being an independent outside director.
Revisions to the Officers’ Remuneration Policy (where underlined)
Remuneration structure
The remuneration structure for corporate executives (including those concurrently serving as directors; similarly hereinafter) is based on their roles and responsibilities, and consists of basic remuneration, which is a fixed monthly amount; bonuses, which are short-term incentives; and stock-based compensation, which is a medium- to long-term incentive. In order to ensure a remuneration structure that motivates officers to achieve the medium- and long-term performance goals and enhance enterprise value, the incentive component of remuneration has been increased, so that the combined remuneration for the president & CEO has the following structure: basic remuneration 40%, bonus (base amount) 30%, stock-based compensation (base amount) 30%. The remuneration structure for other corporate executives is determined in line with this, taking into consideration their expected roles and responsibilities. The remuneration for directors (not including those concurrently serving as corporate executives; similarly hereinafter) consists of basic remuneration and stock-based compensation.
Forfeiture and return of remuneration (malus and clawback)
• If the financial results for a previous fiscal year are revised retrospectively, the Company can deny officers all or part of the Company shares, etc. (the performance-linked component) under the stock-based compensation plan, and may demand the return of all or part of the performance-linked compensation already paid to them.
• If it is determined that an officer is responsible for serious misconduct or a serious violation, the Company can deny all or part of the Company shares, etc., that were to be transferred to the officer under the stock-based compensation plan.
Guided by the azbil Group philosophy of “human-centered automation,” we will always strive to achieve sustainable growth and greater enterprise value while responding to the changing times.
* Posted information is accurate as of the date of announcement.