DMW CORPORATION has won shareholder approval for a revised annual compensation ceiling of up to ¥300mn for directors other than audit committee members, including up to ¥20mn for outside directors. Shareholders also approved up to ¥20mn a year in monetary compensation claims for restricted stock for directors other than audit committee members and outside directors, and that stock component sits within the broader pay framework rather than on top of it.
The measures were approved at DMW’s 91st annual general meeting on June 26 and disclosed in an extraordinary report filed on June 29.
| Feature | Approved term | Applies to |
|---|---|---|
| Director elections | 6 directors elected | Directors excluding audit committee members |
| Annual compensation ceiling | Up to ¥300mn a year | Directors excluding audit committee members |
| Outside director sub-cap | Up to ¥20mn a year | Outside directors within the above ceiling |
| Restricted-stock monetary claims | Up to ¥20mn a year | Directors excluding audit committee members and outside directors, within the above pay framework |
The same meeting also elected six directors: Norio Hikosaka, Masashi Aoyama, Hiroshi Hara, Kazuhiro Yamada, Yasumitsu Abe and Minatsu Harasawa. On the evidence in this packet, the sharper governance signal is the pay architecture, not the meeting mechanics.
For readers outside Japan, the practical point is straightforward. This filing records the shareholder-approved limits that govern what DMW can pay this director group and how part of that package can be delivered. The outside-director portion is capped at ¥20mn a year, while the restricted-stock portion is also capped at ¥20mn a year and limited to directors other than audit committee members and outside directors. It is not a blanket stock pool for the whole board. In other words, DMW now has explicit approval to mix cash compensation with restricted stock for eligible directors, but within a defined overall ceiling.
What this evidence does not settle is the size of the change from the previous regime. The packet excerpt states the revised limits, but does not include the earlier compensation ceiling, so this article cannot say from the available evidence whether the move is a large increase or a tidier rewrite of an existing framework. The vote-count table in the filing is also truncated in the packet, which means the approval margins are not available here. Investors who want to judge how meaningful the reset is will need the broader remuneration history or the full vote breakdown, neither of which is supplied in this evidence bundle.