• Emphasis is placed on the link between the business performance and corporate value of our group, and establishing a system that further enhances the motivation and morale to contribute to the continuous improvement of business performance and corporate value over the medium to long term.
• To secure highly capable human resources who will enhance corporate governance through appropriate supervision and auditing of the execution of operations, and provide compensation levels and systems commensurate with responsibilities.
• Ensure the objectivity and transparency of the compensation decision process, and establish a compensation system trusted by all stakeholders.
• With regard to the design of a specific compensation system for Directors and Audit & Supervisory Board Members, continue to consider to tailor it more appropriately in light of future trends in legal systems and society.

(1) Operating Directors

(a) Ratio of compensation composition

The ratio of compensation composition of operating Directors* is as follows:
The ratio of performance-based and stock-based compensation for Representative Directors is set higher in order to promote the sharing of profits and risks with our shareholders who have medium- and long-term perspectives.

• *Calculated on the assumption that performance-based bonuses and performance-based and stock-based compensation are based on a standard compensation amount.

(b) Composition

1. iFixed Compensation
   • A fixed compensation commensurate with the responsibilities for each position will be paid.
   • Compensation will be paid monthly during the term of office.
2. iiPerformance-based bonuses
   • Short-term incentive compensation will be a performance-based cash compensation that varies based on the company’s business performance and individual evaluations, etc., for the relevant fiscal year.
   • Compensation will be paid annually after the company's business performance and individual evaluations, etc., for the relevant fiscal year have been confirmed.
   • The KPIs (key performance indicators) for performance-based compensation (bonuses) is per the table below. In order to evaluate the capability of the main business to make a profit in cash and to incorporate shareholder perspectives, consolidated net income is also used together as a KPI.
   Key Performance Indicators for performance-based bonuses

   KPI	Ratio	Purpose of Evaluation
   (a) Consolidated Operating CF (excl. financial services)*	60%	Evaluation of profit-making capability in the main business in cash
   (b) Consolidated Net Income	40%	Evaluation of the degree of achievement of budgeted net income

   < The coefficient formula pertaining to performance-based bonuses >
   Coefficient pertaining to performance-based bonuses = {(a) + (b)} × (c)
   (a) “Consolidated operating CF” related coefficient × 60%
   (b) “Consolidated net income” related coefficient × 40%
   (c) “Individual evaluations” related coefficient

   • When evaluating KPI, the range of compensation of Representative Directors is set wider by using different coefficients pertaining to performance-based bonuses from other Directors, so that the compensation of Representative Directors will be more affected by the link to performance.
   • The coefficient pertaining to performance-based bonuses will vary depending on, not only an evaluation of KPI, but also individual evaluations.

   • *Managerial accounting figures based on NOPAT excluding financial services.
3. iiiPerformance-based and stock-based compensation
   • Medium- and long-term incentive compensation is a performance-based and stock-based compensation that varies based on the company’s business performance, management indicators and non-financial indicators, etc., (the introduction of the BIP Trust system* as the stock-based compensation system was resolved at the Annual Shareholders’ Meetings held in May, 2019).
   • Performance-based and stock-based compensation will enhance sharing profits and risks with our shareholders who have medium- and long-term perspectives by providing points during the term of office based on which shares will be delivered.
   • The initial covered period shall be four fiscal years starting from the fiscal year ended February 29, 2020 and the subsequent covered periods shall be per three fiscal years.
   • Shares will be delivered to Directors upon their retirement.
   • Points to be granted for each fiscal year will be calculated by multiplying the standard points based on their position by a coefficient pertaining to performance-based and stock-based compensation and will vary between 0% and 200% depending on the achievement level of targets, etc.
   • The KPI for performance-based and stock-based compensation is per the table below. In order to incorporate medium- and long-term shareholder perspectives, consolidated ROE and consolidated EPS are used as indicators and the degree of achievement will be evaluated.
   • The Company, aiming for a balance of corporate value and social value, added a target to reduce the amount of CO₂ emissions under the environmental declaration called “GREEN CHALLENGE 2050” made in May 2019, as the KPI for performance-based and stock-based compensation from the fiscal year ended February 28, 2021.
   • The degree of improvement in employee engagement was added as a KPI for performance-based and stock-based compensation from the fiscal year ended February 28, 2023 to further promote the creation of an environment that allows various human resources to exercise their abilities.

   • *A BIP (Board Incentive Plan) trust is an incentive plan for officers established with reference to a performance share plan and a restricted share compensation plan in the U.S.
   Key Performance Indicators for performance-based and stock-based compensation

   KPI	Ratio	Purpose of Evaluation
   (a) Consolidated ROE	60%	Evaluation of profitability against equity
   (b) Consolidated EPS	40%	Evaluation of net income from shareholder perspectives
   (c) CO2 Emissions	See the formula below	Evaluation of the degree of promoting a reduction in the environmental burden
   (d) Employee Engagement		Evaluation of the degree of improvement in employee engagement*

   * Comprehensive evaluation by the Compensation Committee

   • < Coefficient formula pertaining to performance-based and stock-based compensation >
     Coefficient pertaining to performance-based and stock-based compensation = {(a)+(b)}× {(c)+(d)}
     (a) “Consolidated ROE” related coefficient × 60%
     (b) “Consolidated EPS” related coefficient × 40%
     (c) “CO₂ emissions” related coefficient
     (d) “Employee engagement” related coefficient
   • When evaluating KPI, the range of compensation of Representative Directors is set wider by using different performance-based coefficients from other Directors, so that the compensation of Representative Directors will be more affected by the link to performance.
   • If an eligible Director commits a material illegal or unlawful act, no shares under this system will be delivered to such Director (malus) or the Company may request that such Director refund money corresponding to the shares delivered to him/her (clawback).

(2) Outside Directors and Audit & Supervisory Board Members

(a) Ratio of compensation composition

The ratio of compensation composition of Outside Directors and Audit & Supervisory Board Members is as follows:

(b) Composition

Fixed Compensation

With an emphasis on further strengthening the independence of Outside Directors and Audit & Supervisory Board Members from management, the compensation of Outside Directors and Audit & Supervisory Board Members consists only of fixed compensation. Performance-based compensation (bonuses and stock-based compensation) will not be paid to Outside Directors and Audit & Supervisory Board Members. Compensation will be paid monthly during the term of office.

The Company’s compensation governance is as follows:

(1) Compensation Committee

The Company has established a compensation committee (the "Compensation Committee") to ensure objectivity and transparency in the procedures for deciding the compensation of Officers, etc. (referring in this policy to Directors, Audit & Supervisory Board Members, and Executive Officers). The committee's chair and the majority of its members are Independent Outside Directors, and all of its members are Directors.

(2) Method of determining compensation

This Policy, the basic policy on compensation of Directors and Audit & Supervisory Board Members, is determined by the Board of Directors through deliberations by the Compensation Committee. Based on this Policy, the amount of compensation of each Director is deliberated on by the Compensation Committee in accordance with the evaluation of each Director’s function, degree of contribution, and the group’s results, as well as the degree of achievement of KPI, and then determined by the Board of Directors based on reports received from the Compensation Committee.
The compensation of each Audit & Supervisory Board Member is determined through discussions by the Audit & Supervisory Board Members.

(1) Directors

• Monetary compensation
  Not more than ¥1 billion per year (not including employee salaries paid to Directors who serve concurrently as employees)
  (Resolved at the 1st Annual Shareholders' Meeting held on May 25, 2006)
• Stock-based compensation
  3 fiscal years／not more than ¥1,200 million（not more than ¥400 million per 1 fiscal year）
  Limit on the points granted per 1 fiscal year 80,000 points (1 point = 1 common stock)
  (Resolved at the 17th Annual Shareholders’ Meeting held on May 26, 2022, separately from monetary compensation)

(2) Audit & Supervisory Board Members

• Monetary compensation
  Not more than ¥200 million per year
  (Resolved at the 14th Annual Shareholders' Meeting held on May 23, 2019)