G/Governance

Remuneration

Policies on remuneration for Members of the Board of Directors

Basic policy

The remuneration for Nidec’s directors is determined based on the following policy, to enhance the company’s global competitiveness and secure the sustainable growth of its businesses.


  • Increase motivation toward improving corporate value
  • Contribute to securing talented managerial human resources
  • Ensure that the level of the remuneration is appropriate for the scale and area of Nidec’s businesses

Composition of the remuneration

  • Outside Members of the Board of Directors (excluding those who are members of the Audit and Supervisory Committee)
    Fixed remuneration
  • Members of the Board of Directors (excluding those who are Outside Members of the Board of Directors and members of the Audit and Supervisory Committee)
    Fixed remuneration : Variable remuneration (bonuses) : Performance-linked share-based remuneration
    = 3 : 1.5 : 1

Procedure to decide the remuneration amounts

The amounts of fixed and variable remunerations for individual directors (excluding members of the Board of Directors who are members of the Audit and Supervisory Committee) are determined by the Board of Directors based on reports submitted by the Remuneration Committee, which is a voluntary advisory body, in accordance with the criteria specified by this policy. Similarly, the details of the performance-linked share-based remuneration are determined by the Board of Directors based on reports submitted by the Remuneration Committee.

Forfeiture, etc. of remuneration (clawback/malus)

The amounts of fixed and variable remunerations may be reduced if the recipient has caused serious damage to the company by obtaining the consent of the recipient. Based on the performance-linked share-based compensation plan, if any individual to be issued shares should, on or after the day when his/her right to receive compensation is finalized, commit an illegal action such as a material violation of his/her duties or internal rules/regulations, the company may request that the individual pay restitution.

Total amount of remuneration by category of directors and by type of remuneration, and the number of eligible directors

*1 The figures above include five members of the Board of Directors and two outside members of the Audit & Supervisory Board who resigned during the fiscal year under review.
*2 The introduction of the performance-linked share-based remuneration system was resolved at the 45th Annual General Meeting of Shareholders held on June 20, 2018. The amounts of expenses recorded for the fiscal year under review according to the Japanese standard are provided above. Outside members of the Board of Directors are not covered by the system.
*3 The target period of the performance-linked share-based remuneration system is three years from the fiscal year ended March 31, 2019 to the fiscal year ended March 31, 2021, which was the remaining period of the Vision 2020 medium-term strategic goal. The fiscal year under review is the final year of the period. Since the amount of the perfo rmancelinked share-based remuneration including the portion linked to the medium-term performance is finalized in the final fiscal year, the amount of the performance-linked sharebased remuneration finalized during the fiscal year under review is less than the total accumulated amount calculated as of the end of the previous fiscal year. Therefore, the amount of difference is provided in the table above.
*4 Based on the resolution at the 47th Annual General Meeting of Shareholders held on June 17, 2020, the company became a company with an Audit and Supervisory Committee on the same day.
*5 The amounts and numbers of recipients of the remuneration received as members of the Audit & Supervisory Board and the remuneration received as members of the Board of Directors who are members of the Audit and Supervisory Committee during the fiscal year under review are provided separately.

Total amount of consolidated remuneration, etc. of each director

Not provided as there are no individuals whose total amount of consolidated remuneration, etc. is 100 million yen or more.

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