Pan Pacific International Holdings Corporation

Pan Pacific International Holdings Corporation

Board of Directors

President & CEO, Representative Director

Naoki Yoshida

Naoki Yoshida
Born in 1964

  • March
    1988
    Graduated from College of Liberal Arts, International Christian University
  • December
    1995
    Graduated from INSEAD (MBA)
  • December
    1995
    Joined McKinsey & Company Inc. Japan
  • March
    1997
    Joined Union Bancaire Privée
  • August
    2002
    Established Alter Ego Consulting Co., Ltd.
    President and Representative Director
  • February
    2003
    President and Representative Director of T-ZONE HOLDINGS, INC.
  • July
    2007
    Joined the Company
    Head of Overseas Business Headquarters
    President of Don Quijote (USA) Co., Ltd.
  • September
    2012
    Director of the Company
  • November
    2013
    Senior Managing Director of the Company
  • December
    2013
    Director of Don Quijote Co., Ltd.
    Director of Nagasakiya Co., Ltd. (current position)
  • July
    2015
    Senior Managing Director and CCO of the Company
  • January
    2018
    Senior Managing Director and CAO(Representative Director) of the Company
  • January
    2019
    Director of UNY Co., Ltd. (current position)
  • September
    2019
    President and CEO (Representative Director) of the Company (current position)
    President and Representative Director of Don Quijote Co., Ltd. (current position)

Representative Director

Hideki Moriya

Hideki Moriya
Born in 1977

  • March
    2000
    Graduated from the Faculty of Commerce, Chuo University
  • March
    2000
    Joined the Company
  • July
    2007
    General Manager of Chiba Branch, Sales Headquarters of the Company
  • August
    2009
    Head of Logistics Division of the Company
  • July
    2010
    Head of Promotion Strategy Division of the Company
  • December
    2010
    Head of Fair Trade Division of the Company
  • September
    2019
    Executive Officer of the Company
  • November
    2019
    General Manager of Operation Management Headquarters of the Company (current position)
    General Manager of Risk Management Headquarters of the Company
  • July
    2020
    Managing Executive Officer, General Manager of Corporation Management and Strategic Headquarters and Head of Executive Committee of the Company
    General Manager of IT Support Headquarters of the Company
  • September
    2020
    Director, Managing Executive Officer, General Manager of Corporation Management and Strategic Headquarters and Head of Executive Committee of the Company
  • July
    2021
    Director of Don Quijote Co., Ltd. (current position)
  • October
    2022
    Director, Managing Executive Officer and CSO, General Manager of Corporation Management and Strategic Headquarters and Head of Executive Committee of the Company
  • January
    2024
    Director, Managing Executive Officer, CSO, Acting CFO, Head of Management Strategy Headquarters and Head of Executive Committee of the Company
  • September
    2024
    Representative Director, Senior Managing Executive Officer, CSO, Head of Management Strategy Headquarters and Head of Executive Committee of the Company (current position)

Kosuke Suzuki

Kosuke Suzuki
Born in 1977

  • March
    2000
    Graduated from the Faculty of Engineering, Chiba Institute of Technology
  • March
    2000
    Joined the Company
  • October
    2009
    Category Leader of Section 1 Business Division, Sales Headquarters of the Company
  • February
    2013
    General Manager of Saikyo Branch, Sales Headquarters of the Company
  • July
    2015
    Director of Don Quijote Holdings Retail Management Co., Ltd.
  • September
    2017
    Director of the Company
  • September
    2018
    Executive Officer of the Company
  • January
    2019
    Director of UNY Co., Ltd. President and Director of UD Retail Co., Ltd.
  • July
    2020
    Vice President and Representative Director of UD Retail Co., Ltd.
  • July
    2021
    Senior Executive Officer of the Company
    Director of Don Quijote Co., Ltd.
  • September
    2022
    Vice President and Representative Director of Don Quijote Co., Ltd.(current position)
  • October
    2022
    Managing Executive Officer, Head of Corporate Philosophy Promotion Headquarters and Head of New Format Development Headquarters of the Company
  • September
    2023
    President and Representative Director of UD Retail Co., Ltd. (current position)
  • September
    2024
    Representative Director, Senior Managing Executive Officer, Head of Corporate Philosophy Promotion Headquarters and Head of New Format Development Headquarters of the Company (current position)

Director

Ken Sakakibara

Ken Sakakibara
Born in 1971

  • March
    1997
    Graduated from the Faculty of Business Administration, Tokyo Keizai University
  • October
    1997
    Joined the Company
  • July
    2015
    Director of Don Quijote Holdings Retail Management Co., Ltd.
  • January
    2018
    Executive Officer of the Company
  • June
    2019
    General Manager of Food and Liquor Merchandising Development Headquarters of Don Quijote Co., Ltd.
  • September
    2019
    Director, Managing Executive Officer and COO of the Company Senior Managing Director of Don Quijote Co., Ltd. Director of Nagasakiya Co., LTD. (current position)
  • July
    2020
    Director, Managing Executive Officer and CMO (Non-Food) of the Company Senior Managing Director and COO of Don Quijote Co., Ltd.
  • September
    2020
    Director of UNY Co., Ltd.
  • July
    2021
    Director of Don Quijote Co., Ltd.
  • September
    2021
    Senior Executive Officer, Co-CMO and ANSWER MAN Committee Member of the Company
  • September
    2022
    Senior Executive Officer, Domestic Co-CMO and ANSWER MAN Committee Member of the Company Director of UNY Co., Ltd. Director of REALIT Co., Ltd. (current position)
  • September
    2023
    Vice President and Director of UNY Co., Ltd.
  • October
    2023
    Managing Executive Officer, Head of GMS Business, Domestic Co-CMO and ANSWER MAN Committee Member of the Company
    President and Representative Director of UNY Co., Ltd. (current position)
  • September
    2024
    Director, Senior Managing Executive Officer, Head of GMS Business, Domestic Co-CMO of the Company (current position)

Kazuhiro Matsumoto

Kazuhiro Matsumoto
Born in 1973

  • March
    1995
    Graduated from Nihon Kogakuin College
  • January
    1996
    Joined the Company
  • December
    2013
    Executive Officer of Don Quijote Co., Ltd.
  • July
    2015
    Director of Don Quijote Holdings Retail Management Co., Ltd.
  • April
    2017
    General Manager of Food and Liquor Merchandising Development Headquarters of Don Quijote Co., Ltd.
  • January
    2018
    Executive Officer of the Company
  • February
    2019
    General Manager of Food and Liquor Merchandising Development Headquarters and Overseas Business Support Headquarters of Don Quijote Co., Ltd.
  • June
    2019
    Director of Kanemi Co., Ltd.
  • September
    2019
    Director, Managing Executive Officer and CMO (Global) of the Company
  • July
    2020
    Vice President and COO of Pan Pacific Retail Management (Asia) Pte. Ltd. (current position)
  • July
    2021
    Director, Senior Managing Executive Officer and CMO (Global), Head of Overseas Business
    Director of Don Quijote Co., Ltd. (current position)
  • November
    2021
    President & CEO/Director of Pan Pacific Retail Management (USA) Co. (current position)
  • October
    2022
    Director, Senior Managing Executive Officer and CMO (Global), Head of Overseas Business & North America Business
  • September
    2024
    Director, Managing Executive Officer and CMO (Global), Head of Overseas Business & North America Business (current position)

Yuji Ishii

Yuji Ishii
Born in 1972

  • March
    1995
    Graduated from the College of Humanities and Social Sciences, Ibaraki University
  • September
    2008
    Joined the Company
  • January
    2013
    Manager of Financial Accounting Division, Administration Headquarters of Don Quijote Shared Services Co., Ltd.
  • July
    2015
    Deputy General Manager of Administration Headquarters of Don Quijote Shared Services Co., Ltd.
    Director of Don Quijote Holdings Retail Management Co., Ltd.
  • July
    2016
    General Manager of Administration Headquarters of Don Quijote Shared Services Co., Ltd.
  • September
    2017
    Director of the Company
    Director of Don Quijote Shared Services Co., Ltd.
  • October
    2017
    General Manager of General Accounting Headquarters of Don Quijote Shared Services Co., Ltd.
  • February
    2018
    Representative Director of Don Quijote Shared Services Co., Ltd.
  • May
    2019
    President and Representative Director of Pan Pacific Shared Service Co., Ltd.
  • September
    2019
    Director and Executive Officer of the Company
  • July
    2021
    Director, Managing Executive Officer, and Chief Administrative Officer of the Company
    Audit and Supervisory Board Member of Don Quijote Co., Ltd.
  • January
    2024
    Director, Managing Executive Officer, CAO and Head of Finance, Financial Accounting, Accounting and General Affairs of the Company (current position)

Hitomi Ninomiya

Hitomi Ninomiya
Born in 1983

  • March
    2005
    Graduated from the Faculty of Engineering, Chiba University
  • March
    2005
    Joined the Company
  • April
    2014
    General Manager of Space Creation Division of Don Quijote Co., Ltd.
  • July
    2018
    General Manager of Store Solution Management Division of Don Quijote Co., Ltd.
  • November
    2019
    Manager of Space Design Division of the Company
  • November
    2020
    Executive Officer, Head of Creative Headquarters, Head of Diversity Management Committee
  • September
    2021
    Director and Executive Officer, Head of Diversity Management Committee, Head of Creative Headquarters

Outside Director
(Audit & Supervisory Committee Member)

Outside Director Yasunori Yoshimura

Yasunori Yoshimura
Born in 1949

  • March
    1975
    Graduated from Keio University School of Medicine
  • November
    1995
    Professor of Keio University (Department of Obstetrics and Gynecology, School of Medicine)
  • June
    2007
    Chairperson of the Executive Board of Japan Society of Obstetrics and Gynecology
  • November
    2010
    President of Japan Society for Reproductive Medicine
  • June
    2011
    Outside Director of ASKA Pharmaceutical Co., Ltd.
  • August
    2011
    President of Japan Society of Gynecologic and Obstetric Endoscopy and Minimally Invasive Therapy
  • October
    2012
    Established Yoshimura Bioethics Institute Chairman of Yoshimura Bioethics Institute (current position)
  • March
    2013
    Special Advisor to the Cabinet (in charge of measures to counter the declining birthrate and support for child-raising)
  • November
    2013
    Outside Audit & Supervisory Board Member of the Company
  • April
    2014
    Professor Emeritus of Keio University (Department of Obstetrics and Gynecology) (current position) Honorary Director of SHIN-YURIGAOKA General Hospital (current position)
  • July
    2015
    Vice President of Fukushima Medical University (current position)
  • September
    2015
    Outside Director of the Company
  • September
    2016
    Outside Director (Audit & Supervisory Committee Member) of the Company (current position)
  • May
    2019
    Chairman of Birth/Child Care Comprehensive Support Promotion Organization
  • December
    2019
    Chairman of the Board of "1 more Baby ohendan" foundation (current position)
  • April
    2021
    Outside Director of ASKA Pharmaceutical Holdings Co., Ltd. (current position)
  • May
    2023
    Outside Director of mederi Inc. (current position)

Outside Director Jumpei Nishitani

Jumpei Nishitani
Born in 1971

  • March
    1995
    Graduated from the Faculty of Economics, The University of Tokyo
  • March
    1997
    Earned a master's degree from the Faculty of Economics, The University of Tokyo
  • March
    2000
    Obtained scores for doctorate degree and resigned from Graduate School of Economics, The University of Tokyo
  • April
    2000
    Assistant Professor, Faculty of Management and Economics, Aomori Public University
  • April
    2005
    Assistant Professor, College of Business Administration, Ritsumeikan University
  • August
    2009
    Visiting Fellow, The University of British Columbia
  • April
    2015
    Professor, College of Business Administration, Ritsumeikan University (current position)
  • September
    2017
    Outside Director [Audit and Supervisory Committee Member] of the Company (current position)

Outside Director Masaharu Kamo

Masaharu Kamo
Born in 1967

  • March
    1992
    Graduated from the Faculty of Law, The University of Tokyo
  • April
    1992
    Joined McKinsey & Company
  • June
    1996
    Director, Executive Vice President of Nikkodo Co., Ltd.
  • November
    2000
    Director, Executive Vice President of USEN CORPORATION
  • June
    2010
    Executive Managing Officer of Lawson, Inc.
  • March
    2014
    Senior Executive Managing Officer of Lawson, Inc.
  • November
    2016
    Representative Director of Office Kamo Co., Ltd. (current position)
  • December
    2016
    Senior Advisor of Deloitte Tohmatsu Financial Advisory LLC
  • July
    2017
    Partner of McKinsey & Company
  • April
    2020
    Executive Officer, Corporate SeniorVice President of Toshiba Corporation
  • September
    2022
    Outside Director [Audit and Supervisory Committee Member] of the Company (current position)
  • March
    2024
    Outside Director of AGEST, Inc. (current position)
  • May
    2024
    External Director of JERA Cross Co., Inc. (current position)

Takaki Ono

Takaki Ono
Born in 1965

  • March
    1988
    Graduated from the Faculty of Economics and Business Administration, Yokohama City University
  • April
    1988
    Joined The Sumitomo Bank, Limited (currently Sumitomo Mitsui Banking Corporation)
  • April
    2016
    Executive Officer, General Manager of Unit 1, Shinjuku Corporate Banking Sales Department of Sumitomo Mitsui Banking Corporation
  • April
    2017
    Executive Officer, Head of Wholesale Banking Department of Sumitomo Mitsui Banking Corporation
    Executive Officer, Head of Wholesale Banking Planning Department of Sumitomo Mitsui Financial Group, Inc.
  • April
    2018
    Managing Executive Officer, Head of Wholesale Banking Department of Sumitomo Mitsui Banking Corporation
    Managing Executive Officer, Assistant to General Manager of Wholesale Banking Business Division of Sumitomo Mitsui Financial Group, Inc.
  • April
    2019
    Managing Executive Officer, Deputy Head of Wholesale Banking Unit (in charge of West Japan) of Sumitomo Mitsui Banking Corporation
    Managing Executive Officer, Assistant to General Manager of Wholesale Banking Business Division of Sumitomo Mitsui Financial Group, Inc.
  • April
    2021
    Managing Executive Officer, Deputy Head of Wholesale Banking Unit and General Manager of Corporate Banking Division of Sumitomo Mitsui Banking Corporation
    Managing Executive Officer, Deputy General Manager of Wholesale Banking Business Division of Sumitomo Mitsui Financial Group, Inc.
  • April
    2022
    Managing Executive Officer, in charge of Private Advisory Division and in charge of Transaction Business Division of Sumitomo Mitsui Banking Corporation
    Managing Executive Officer, in charge of Settlement Planning Department of Sumitomo Mitsui Financial Group, Inc.
  • April
    2024
    Advisor of Sumitomo Mitsui Banking Corporation
  • August
    2024
    Outside Director of First-corporation Inc. (current position)
  • September
    2024
    Outside Director [Audit and Supervisory Committee Member] of the Company (current position)

Naoko Kishimoto

Naoko Kishimoto
Born in 1981

  • March
    2004
    Graduated from the Faculty of Law, Keio University
  • March
    2007
    Graduated from Graduate School of Law, Kyoto University
  • January
    2009
    Joined Nobunori Ishizaki Law Offices
  • July
    2009
    Joined Yamazaki Sogo Law Offices
  • January
    2011
    Joined Abe, Mukaihata & Suzuki Law Offices
  • September
    2016
    Visiting Researcher of Law School, Duke University, USA
  • January
    2019
    Joined Yamazaki Sogo Law Offices
  • January
    2021
    Joined Hombo Law Office
  • September
    2022
    Established Kishimoto Law Office, Representative (current position)
  • September
    2024
    Outside Director [Audit and Supervisory Committee Member] of the Company (current position)

Outside Director

Isao Kubo

Isao Kubo
Born in 1958

  • March
    1982
    Graduated from the School of Economics, Kwansei Gakuin University
  • April
    1982
    Joined ITOCHU Corporation
  • April
    2005
    General Manager of Brand Marketing Department 3 of ITOCHU Corporation
  • April
    2008
    General Manager of Planning & Coordinating Department, Textile Company of ITOCHU Corporation
  • April
    2011
    Chief Administrative Officer of ITOCHU International Inc. and President & CEO of ITOCHU Canada Ltd.
  • April
    2013
    Executive Officer and General Manager of Corporate Planning & Administration Division of ITOCHU Corporation
  • April
    2016
    Managing Executive Officer and General Manager of Internal Audit Division of ITOCHU Corporation
  • April
    2017
    Director, Managing Executive Officer, General Manager of Management Division, Chairman of Risk Management & Compliance Committee, Chairman of Corporate Social Responsibility Committee and Assistant General Manager of Corporate Planning Division of former FamilyMart Co., Ltd.
  • May
    2017
    Managing Executive Officer and Assistant General Manager of General Affairs and Human Resources Division of FamilyMart UNY Holdings Co., Ltd. (currently FamilyMart Co., Ltd.)
  • September
    2017
    Managing Executive Officer and General Manager of Corporate Planning Division of FamilyMart UNY Holdings Co., Ltd. (currently FamilyMart Co., Ltd.)
  • March
    2018
    Senior Managing Executive Officer and General Manager of Corporate Planning Division of FamilyMart UNY Holdings Co., Ltd. (currently FamilyMart Co., Ltd.)
    Director, Senior Managing Executive Officer, General Manager of Corporate Planning Division and General Manager of International Business Division of former FamilyMart Co., Ltd.
  • May
    2018
    Director, Senior Managing Executive Officer and General Manager of Corporate Planning Division of FamilyMart UNY Holdings Co., Ltd. (currently FamilyMart Co., Ltd.)
  • May
    2019
    Director, Senior Managing Executive Officer, Chief Strategy Officer and General Manager of Corporate Planning Division of FamilyMart UNY Holdings Co., Ltd. (currently FamilyMart Co., Ltd.)
  • September
    2020
    Outside Director of the Company (current position)
  • April
    2021
    Advisor of FamilyMart Co., Ltd.
  • June
    2021
    Standing Audit & Supervisory Board Member of ITOCHU ENEX CO., LTD.
  • June
    2024
    Senior Managing Executive Officer of SKY Perfect JSAT Corporation (current position)

Director (non-standing)

Takao Yasuda

Founding Chairman and
Supreme Advisor

Takao Yasuda
Born in 1949

  • March
    1973
    Graduated from the Faculty of Law, Keio University
  • September
    1980
    Established Just Co., Ltd. (currently Pan Pacific International Holdings Corporation)
    President and Representative Director
  • September
    2005
    Chairman, Representative Director and CEO of the Company
  • December
    2005
    Chairman of Yasuda Scholarship Foundation (current position)
  • April
    2013
    Chairman, President, Representative Director and CEO of the Company
  • August
    2013
    President and Representative Director of Don Quijote Preparatory Co., Ltd. (currently Don Quijote Co., Ltd.)
  • December
    2013
    Chairman and Representative Director of Don Quijote Co., Ltd.
  • July
    2014
    Chairman, Representative Director and CEO of the Company
  • July
    2015
    Founding Chairman and Supreme Advisor of the Company (current position)
    Director (Chairman, President & CEO) of Pan Pacific International Holdings Pte. Ltd. (currently Pan Pacific Retail Management (Singapore) Pte. Ltd.)
  • December
    2018
    President/Director of Pan Pacific Strategy Institute Pte. Ltd. (current position)
  • January
    2019
    Director (non-standing) of the Company (current position)
  • April
    2019
    President of Pan Pacific Retail Management (Asia) Pte. Ltd.
  • July
    2020
    Director, Chairman and CEO of Pan Pacific Retail Management (Singapore) Pte. Ltd.
  • March
    2023
    Chairman/Director of Pan Pacific Retail Management (Asia) Pte. Ltd. (current position)

Yusaku Yasuda

Yusaku Yasuda
Born in 2001

  • July
    2019
    Participated in an internship at the Company
  • June
    2020
    Graduated from Brillantmont International School
  • August
    2022
    Admitted to EHL Swiss School of Tourism and Hospitality
  • October
    2023
    Participated in an internship at Dogenzaka Hotel Management Inc. (Hotel Indigo Tokyo Shibuya)
  • January
    2024
    Director of Pan Pacific Retail Management (Asia) Pte. Ltd. (current position)
    Director of Pan Pacific Retail Management (USA) Co. (current position)
  • September
    2024
    Director (non-standing) of the Company (current position)

Skill Matrix for the Board of Directors

Position Name Management Sales/
Merchandise/
Marketing
Legal affairs/
Compliance/
Risk Management
Treasury/
Accounting/
Finance
Global
experience
Human
resource
management
ESG/
Diversity
President and CEO,
Representative Director
Naoki Yoshida
Representative Director, Senior Managing Executive Officer and CSO Hideki Moriya
Representative Director and Senior Managing Executive Officer Kosuke Suzuki
Director and Senior Managing Executive Officer Ken Sakakibara
Director, Managing Executive Officer and CMO (Global) Kazuhiro Matsumoto
Director, Managing Executive Officer and CAO Yuji Ishii
Director and Executive Officer Hitomi Ninomiya
Outside Director Isao Kubo
Director
(non-standing)
Takao Yasuda
Director
(non-standing)
Yusaku Yasuda
Outside Director
(Audit and Supervisory Committee Member)
Yasunori Yoshimura
Outside Director
(Audit and Supervisory Committee Member)
Jumpei Nishitani
Outside Director
(Audit and Supervisory Committee Member)
Masaharu Kamo
Outside Director
(Audit and Supervisory Committee Member)
Takaki Ono
Outside Director
(Audit and Supervisory Committee Member)
Naoko Kishimoto

(Notes) The matters marked with ● in the chart do not indicate all of the experience and knowledge possessed by each Director.

Remuneration for Directors
FY2024 (July 1, 2023 - June 30, 2024)

1.Total Remuneration by Position, Total Remuneration by Type, and Number of Applicable Directors, etc.

Position Total remuneration
(millions of yen)
Total remuneration by type
(millions of yen)
Number of applicable directors, etc.
Basic remuneration Performance based remuneration Non-Monetary Remuneration
Directors
(excluding those who are audit & supervisory committee members)(excluding outside directors)
222
(7)
137
(7)
52
(-)
33
(-)
7
(1)
Directors
(audit & supervisory committee members)(excluding outside directors)
20
(20)
20
(20)

(-)

(-)
3
(3)
Total 242
(27)
157
(27)
52
(-)
33
(-)
10
(4)

scroll

2.Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods

1. Basic Policy
The Company's basic policy is to set compensation for directors in consideration of shareholder interests so that the compensation system functions as an incentive to increase corporate value continuously, and to set the compensation of individual directors at an appropriate level based on the responsibilities of their positions.

2. Structure of the Compensation System
The compensation system for the Company's directors (excluding outside directors and directors who are members of the Audit and Supervisory Committee) consists of the following: the base remuneration as monthly fixed monetary compensation, performance-linked monetary remuneration as short-term incentive (annual bonus), and share-based stock options (non-monetary compensation) for the purpose of sharing shareholder interests. In light of their roles, the Company's outside directors receive only base remuneration. Also, the compensation system for directors who are members of the Audit and Supervisory Committee of the Company consists of base remuneration only, in consideration of their roles.
The base remuneration is a monthly fixed monetary compensation and is determined based on the position and responsibilities of each director, taking into consideration the level of compensation for directors at other companies of the same size as the Company, as well as the level of employee salaries, and a comprehensive range of factors.
The performance-linked cash remuneration (annual bonus) as a short-term incentive shall be linked to the Company's performance for a single fiscal year, and in the Company, the performance-linked (KPI) shall be "consolidated operating income" from the perspective of improving earnings in the core business. The target amount of "consolidated operating income", which is the KPI, for the fiscal year ending June 30, 2024, is 111 billion yen, and the actual amount is 140.2 billion yen.
The amount to be paid shall be determined based on the degree of achievement of that budget and shall vary in a ratio of 0% to 150% depending on the degree of achievement of the budget. Since the Company determines the necessity of granting share-based compensation on a case-by-case basis, taking into consideration the past results of stock option grants, etc., the Company does not clearly stipulate the ratio of share-based stock options or the timing of their payment. However, the Company will continue to consider the frequency of granting share-based stock options in the future in the context of an appropriate executive compensation system.
Regarding the timing of payment of compensation, etc., fixed remuneration, which is basic remuneration, shall be paid monthly, and performance-linked monetary remuneration (annual bonus), which is a short-term incentive, shall be paid after the Company's performance is determined and after the annual shareholders' meeting.

3. Policy on Determination of Individual Compensation
The Company consults its Nomination and Compensation Committee regarding the determination of individual director compensation, etc., and the Board of Directors adopts a resolution based on the Nomination and Compensation Committee's report.
However, with respect to base remuneration, the Company delegates to the President and Representative Director the authority to determine the final amount of such remuneration, taking into consideration the roles and responsibilities of each individual director, under the maximum and minimum amounts to be separately determined by the Board of Directors. To ensure that the delegated authority is properly exercised, the Company shall also fully consult with the independent outside directors through the Nomination and Compensation Committee.

As of September 27, 2024