AZBIL CORPORATION TOKYO BLDG., 2-7-3, MARUNOUCHI, CHIYODA-KU, TOKYO 100-6419 JAPAN
(Translation)
February 25, 2022
Company name: Azbil Corporation Representative: Kiyohiro
Yamamoto
President and Group Chief Executive Officer
Contact: Susumu
Nishida
General Manager of General Affairs Department
TEL: +81-3-6810-1000 Stock code:
6845 (Tokyo Stock Exchange 1st Section)
Notice regarding Introduction of
Performance-linked Stock Compensation Plan (RS Trust)
Azbil
Corporation (the “Company”) announces that it has resolved, at its Board of Directors meeting held on
February 25, 2022, to introduce a performance-linked stock compensation plan using a trust (the “Plan”) for the
Company’s corporate executives (shikkoyaku) and executive officers (excluding non-residents in Japan;
hereinafter “Executive Officers, etc.”), subject to its transition to a company with a three committees board
structure.
Additionally, the transition to a company with a three committees board structure is disclosed separately in the
"Notice of Transition to a Company with a Three Committees Board Structure" today.
1. Introduction of the Plan
The Company will introduce a new performance-linked stock compensation plan for Executive Officers, etc.
which will be linked to its business performance, and will be highly transparent and objective regarding its
operation, aiming to the sustainable improvement of corporate value while sharing value with shareholders.
Additionally, with the introduction of the Plan, the remuneration of Executive Officers, etc. of the Company will
consist of basic remuneration, bonuses, and stock compensation.
The Plan adopts a structure using a trust (the "Trust"). Through the Trust, the Company will grant or provide
to Executive Officers, etc. the Company's shares and the amount of money equivalent to the exchange price of
the Company's shares, depending on the positions held by Executive Officers, etc. and their achievements of,
among other things, performance goals. The details of the Plan will be separately disclosed.
2. Purpose of Introduction of the Plan
The Company’s group announced in May 2021 that it established “New Long-term Targets (for fiscal year
2030)” as well as a “New Medium-term Plan (for fiscal years 2021 to 2024)” with the aim of achieving growth
and contributing “in series” to the achievement of a sustainable society by providing automation-related products
AZBIL CORPORATION TOKYO BLDG., 2-7-3, MARUNOUCHI, CHIYODA-KU, TOKYO 100-6419 JAPAN
and services. The Company aims to achieve mid-long term growth and sustainable improvement of its corporate
value based on the philosophy of "human-centered automation." As disclosed in the "Notice of Transition to a
Company with a Three Committees Board Structure" today, the Company will transition to a company with a
three committees board structure aiming to further enhance its corporate governance.
Based on this management philosophy, the Company has been discussing an executive compensation plan
that would be designed to support the realization of the “New Long-term Targets (for fiscal year 2030)” and the
“New Medium-term Plan (for fiscal years 2021 to 2024)" at its Nomination and Remuneration Committee and
its Board of Directors.
As a result, the Company has decided to introduce the Plan as the Company believes that the Plan will further
raise the awareness of Executive Officers, etc. of their contributions to improving corporate value and will
strengthen their efforts to contribute to maximizing shareholder value, and will promote their efforts to contribute
"in series" to a sustainable society.
With the transition to a company with a three committees board structure and introduction of the Plan, the
Company will establish a new remuneration policy for Executive Officers, etc. which includes the Plan.
Considering the further discussion, the new renumeration policy will be disclosed once determined by the Board
of Directors.
Additionally, the Company has resolved, at its Board of Directors meeting held on February 25, 2022, to
introduce an "Employee Shareholding Incentive Plan (E-Ship®)" as an incentive plan aiming to incentivize
employees of the Company and domestic group companies to improve the corporate value of the Company’s
group on a mid-long-term basis. Details are disclosed separately in the "Notice regarding Introduction of
Employee Shareholding Incentive Plan (E-Ship®)" today.
END