Policy

The Sanrio Board of Directors has established the following policies for determining the details of remuneration for individual directors.

1. Basic Policy
   The Company's basic policy is to maintain a remuneration structure that is linked to shareholder interests so that it functions as a sufficient incentive to sustainably improve corporate value, and to set the remuneration of individual directors at an appropriate level based on their individual job responsibilities. Specifically, executive director remuneration shall consist of fixed basic remuneration, special bonuses, and stock-based remuneration, and outside directors with supervisory function duties shall receive only basic remuneration.
2. Policy for Determining Individual Basic Remuneration
   The basic remuneration of Company directors shall be a fixed monthly remuneration and determined in accordance with the position, responsibilities, and length of service along with an overall consideration of the standards of other companies, the Company's performance, and the level of employee salaries.
3. Policy for determining the content and calculating the amount or number of non-monetary remuneration
   Non-monetary remuneration shall be granted in restricted stock, and the number of restricted shares provided as part of remuneration shall be determined according to the position.
4. Matters Concerning the Determination of Individual Remuneration for Directors
   The amount of remuneration for each individual shall be determined by the president and CEO Tomokuni Tsuji in consultation with the officer in charge of general affairs in accordance with the policy resolved by the Board of Directors. The content of that authority is to evaluate and distribute bonuses based on the amount of an individual director's basic remuneration and the performance of the business for which each director is responsible. To ensure that authority is properly exercised by the President and CEO, the Nomination and Remuneration Advisory Committee shall be consulted for its report, and the President and CEO, who has been delegated the above authority, shall make decisions in accordance with the content of such report. With regard to stock-based remuneration, the Board of Directors shall determine the number of shares to be allocated to individual directors based on the report of the Nomination and Remuneration Advisory Committee.
   Remuneration for Board of Auditors members shall consist of fixed remuneration only, and the amount of individual remuneration shall be determined after discussing the remuneration allocation proposal presented by the president and CEO at a meeting of the Board of Auditors.

Remuneration Limits

At the 24th Ordinary General Meeting of Shareholders held on October 30, 1984, it was resolved that the maximum amount of basic remuneration for directors of the Company as fixed remuneration shall be ¥450 million per year. As of the conclusion of the 24th Ordinary General Meeting of Shareholders, the number of directors was 17. At the 61st Ordinary General Meeting of Shareholders held on June 24, 2021, it was resolved to introduce a restricted stock compensation system for directors (excluding outside directors) and to limit the total amount to ¥150 million per year, separate from the basic remuneration mentioned above. As of the conclusion of the 61st Ordinary General Meeting of Shareholders, the number of directors was 9 (including 3 outside directors). At the 55th Ordinary General Meeting of Shareholders held on June 25, 2015, it was resolved that the maximum amount of remuneration for Board of Auditors members shall be ¥35 million per year. As of the conclusion of the 55th Ordinary General Meeting of Shareholders, the number of Board of Auditors members was 4.

Remuneration for directors for the fiscal year under review consists of fixed remuneration, restricted stock compensation, and special bonuses. In accordance with the policy resolved by the Board of Directors, the amount of remuneration for each individual director shall be discussed by President and Chief Executive Officer Tomokuni Tsuji with the officer in charge of general affairs. The content subject to this authority is the amount of basic remuneration for each director and the evaluation and allocation of bonuses based on the performance of the business for which each director is responsible.
President and CEO Tomokuni Tsuji had been authorized to determine the remuneration based on the understanding that he is in a suitable position to evaluate the performance of each director's department while taking into account the overall performance of the Company. The Board of Directors determines the amount of remuneration for each individual director through procedures based on the above policy, and has determined that the content of the remuneration is in line with the determination policy.

Current Officer Remuneration

Total remuneration amounts and number of individuals for each officer category (FY3/2024)

* The auditors (excluding the outside auditors) presented above include one full-time director who retired at the end of their term of office as of the close of the 63rd Ordinary General Meeting of Shareholders.

Annual remuneration of officers (total remuneration higher than ¥100 million) (FY3/2024)