Chubu Electric Power Group Report 2021(Integrated Report)

Directors’ remuneration consists of monthly remuneration, performance-based bonus (short-term incentive remuneration) and performance-based stock remuneration (medium- to long-term incentive remuneration) with the aim of raising awareness of contributing to improvements in the Chubu Electric Power Group’s business performance and increases in its corporate value. The total amount of remuneration is set at the medium level of the total remuneration for corporate ofcers at other listed companies when management targets are achieved. However, remuneration for external directors is limited to monthly remuneration and the impact on corporate performance is limited.Performance-linked bonuses are set with consolidated ordinary income, the management target, as the indicator. In addition, these bonuses for the Chairman and President are determined based on consoli-dated net income and for other Directors these are determined giving consideration to such factors as the performance of each director individually and of the respective departments of which they are in charge.Performance-based stock remuneration consists of xed points determined according to position and points linked to performance. Performance-based points shall be determined every three scal years based Director remunerationChubu Electric Power has been implementing a variety of measures aimed at strengthening its corporate governance, such as those improving its management mechanism to further improve its management efciency and help it develop into a robust corporate group.Our efforts to improve corporate governanceIn response to the enforcement of the Companies Act, the Board of Directors adopted the Systems for Ensuring Proper Conduct of Business Operations as the basic principles for developing the company’s internal control system.1. Reduction of the maximum number of directors stipulated in the articles of incorporation from 32 to 20 (As of July 2021, the number of directors is nine.)2. Adoption of an executive officer system and the delegation of authority to general managers1. Introduction of external directors2. Reconstruction of the executive officer systemThe number of position levels of directors was reduced, while position levels for executive officers were introduced according to their authorities and responsibilities.1. Establishment of the Chubu Electric Power Group Basic Corporate Government Policy2. Adoption of the Independence Standards for External Directors3. Installation of the Nomination and Remuneration Committee4. Establishment of the Policy for Constructive Dialogue with ShareholdersRevision of the director nomination criteriaFY20181. Resolution of “Company's policy on determining compensations for each Director” at Board of Directors and disclosure 2. Disclosure of skill matrix regarding composition of the Board of DirectorsFY2021FY2015FY2007FY2006FY2005U Major actionsCategoryTotal remuneration (million yen)Amount by type of remuneration (millions of yen) Number of directors/ auditors in the categoryMonthly remunerationPerformance-linked bonusStock-based remuneration linked to share performancesDirectors (excluding external directors)402276893610Auditors (excluding external auditors)7676——3External board members7272——8U Total amount of remunerations, etc., by director category and the number of directors (FY2020)on the degree of attainment of consolidated ordinary income targets. (If consolidated ordinary income does not reach the target, performance-based points for the three scal years shall be “0”.) Points granted can be revoked in the event of any serious malfeasance or legal violation by directors. The proportion of monthly remuneration, performance-based bonus and performance-based stock remuneration to total remuneration shall be around 60%, 30% and 10%, respectively, when the manage-ment targets are achieved.Matters related to individual remuneration of Directors are decided by the President, who has been authorized by the Board of Directors, after consultations at the Personnel Affairs Committee consisting of the Chairman, President, and other Representative Directors and at the Nomination and Remuneration Committee consisting of the President and independent external directors. The remuneration of Corporate Auditors shall be limited to monthly remuneration to limit the impact on the Company’s business performance and is determined through discussions among all Corporate Auditors.* Remuneration limit determined by a resolution by the General Meeting of ShareholdersDirectors’ monthly remuneration and performance-based bonus: 900 million yen per year (including 84 million yen to external directors)Directors’ performance-based stock remuneration: 400 million yen and 350,000 shares per every three scal years (excluding external directors)Auditors: 20 million yen per monthTop CommitmentValue CreationClimate ChangeStrategyBusiness ActivitiesGovernanceHuman ResourcesFinancial / Corporate Data60Chubu Electric Power Group Report 2021Corporate Governance

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