content_image/157406.jpg
## Policy for Determining the Amount and Method of Calculation of Corporate Officers’ Remuneration and Decision-making Method 

Regarding the amount and method of determining the remuneration of corporate officers, the Company’s policy is to pay a level of remuneration commensurate with each corporate officer’s duties in order to meet shareholders’ expectations. 

In accordance with this policy, annual remuneration amounts are determined with consider- ation to each corporate officer’s responsibilities and with reference to the remuneration levels of other companies. Regarding representative directors and the executive directors (hereinafter referred to as the “Executive Officers”), part of the annual remuneration amount is performance- based remuneration (salaries linked to Company income), and is calculated as follows. 

## Method of Calculating Performance-based Remuneration (Salaries Linked to Company Income) 

<img src='content_image/157406.jpg'>

We pay Executive Officers holding positions at the end of each fiscal year remuneration linked to the Company’s business performance of up to one thousandth of the Group’s consolidated net income (but limited to a maximum of ¥60 million) for that fiscal year. This remuneration is calcu- lated for each individual Executive Officer by dividing that individual Executive Officer’s base annual salary by the total base annual salary for all of the Executive Officers, and multiplying that percentage by the total remuneration to be paid. 

## Exemptions From Liability for Directors and Auditors 

Based on the provisions in the Corporate Law, Article 426, Paragraph (1), the Articles of Incor- poration of the JS Group Corporation stipulate regarding the liability of a director (including a former director) or an auditor (including a former auditor) for compensatory damages resulting from neglect of his/her duties, that an exemption from liability may be given through a resolution of the Board of Directors, within the limits of the law, in order to ensure that the directors and auditors can sufficiently fulfill the roles expected of them in the execution of their duties. 

## Directors and Corporate Auditors 

## Board of Directors 

Yoichiro Ushioda Chairman and Chief Executive Officer 

Masahiro Sugino President and Chief Operating Officer 

Takashi Tsutsui Director 

Yoshizumi Kanamori Director 

Masahiro Takasaki, Tetsuo Shimura and Fumio Sudo are outside directors as stipulated by the Corporate Law of Japan. 

Fumio Sudo is an independent director as stipulated by the Tokyo Stock Exchange. 

Keiichiro Ina Director 

Masahiro Takasaki Outside Director 

Tetsuo Shimura Outside Director 

Fumio Sudo Outside Director 

(As of June 17, 2010) 

## Corporate Auditors 

Masakazu Nishimura Standing Auditor 

Satoshi Koshida Standing Auditor 

Yoshifumi Ohno and Noritaka Shimizu are outside auditors as stipulated by the Corporate Law of Japan. 

Noritaka Shimizu is an independent corporate auditor as stipulated by the Tokyo Stock Exchange. 

Yoshifumi Ohno Outside Auditor 

Noritaka Shimizu Outside Auditor 

