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Recruit Holdings Announces the Execution of the Stock Incentive Plan for Directors of the Board and Corporate Executive Officers of the Company and its Subsidiaries

Aug. 12, 2021
Recruit Holdings Co.,Ltd.

TOKYO, JAPAN (August 12, 2021) - Recruit Holdings Co., Ltd. (TSE 6098) (the "Company") announced, following a resolution by the Board of Directors meeting held today, its plan to purchase shares of the Company based on the conditions previously approved by the required decision-making bodies. The purchased shares shall be used for the purpose of the stock incentive plan (the "Scheme") for Directors of the Board, excluding Outside Directors, and Corporate Executive Officers of the Company and its subsidiaries (the "Subject Companies").

Purpose of the Scheme

The Subject Companies have implemented the Scheme, as a long-term incentive plan for Directors of the Board and Corporate Executive Officers. By establishing a strong connection between their compensation and shareholder value, the Company believes this Scheme increases awareness of the long-term contributions they make to the Company's enterprise value.

Details of the Scheme

The Scheme is a stock incentive plan, which the Company implemented for its Directors of the Boards and Corporate Executive Officers in 2016, and for Directors of the Board and Corporate Executive Officers of its subsidiaries after that.

In regard to the stock incentive plan for Directors of the Board and Corporate Executive Officers of the Company, please refer to the "Notification of Introduction of the Performance-based Stock Incentive Plan for Board Directors" released on May 13, 2016 , "Recruit Holdings Co., Ltd. Announces a Partial Revision of the Stock Incentive Plan for its Board Directors, etc" released on May 15, 2018, and "Recruit Holdings Announces the Revision of the Equity Compensation Plan and the Stock Option Plan for Directors of the Board" released on May 17, 2021.

The Scheme adopts the structure used for a Board Incentive Plan Trust (the "BIP Trust"). The BIP Trust is a stock incentive plan in which the Company's shares are acquired through a trust using the capital contribution by the Subject Companies as compensation for Directors of the Board and Corporate Executive Officers. They receive the payout in form of a grant or payment (the "Grant") of the Company's shares and the monetary equivalent value of such shares (the "Company's shares") at time of retirement in principle, to their rank and the level of attainment of performance targets.

For the Subject Companies of the Scheme for the current fiscal year, the implementation of the Scheme was approved by the appropriate decision-making body.

The Subject Companies intend to continue operating the Scheme in future years by establishing new trusts annually, or by amending the existing trusts after the expiry of the trust period and making additional contributions to such existing trusts.

Outline of the trust agreement

    BIP(I) (the Company) BIP(II) (subsidiaries)
1) Type of trust Monetary trust other than a specified solely-administered monetary trust (third-party benefit trust)
2) Purpose of trust Providing incentive to the following subject persons
3) Subject persons The Directors of the Board and Corporate Executive Officers of the Company The Directors of the Board and Corporate Executive Officers of subsidiaries
4) Entruster The Company
5) Trustee Mitsubishi UFJ Trust and Banking Corporation (Planned)
(Joint Trustee: The Master Trust Bank of Japan, Ltd.)
6) Beneficiary The Directors of the Board and Corporate Executive Officers who meet the beneficiary requirements
7) Trust administrator A third party with no interest in the Company
8) Date of trust agreement May 17, 2018
(Scheduled to change on August 16, 2021)
May 17, 2018
(Scheduled to change on August 16, 2021)
9) Trust term May 17, 2018 to September 30, 2024 (planned) May 17, 2018 to September 30, 2024 (planned)
10) Commencement date of the scheme May 17, 2018 May 17, 2018
11) Exercise of voting rights Voting rights will not be exercised.
12) Class of shares to be acquired Common stock of the Company
13) Amount of trust 2.6 billion yen (planned, of which 2 billion yen for The Directors of the Board) 0.3 billion yen (planned)
(each including trust fees and trust expenses)
14) Timing for acquiring shares August 18, 2021 (planned) to September 7, 2021 (planned)
15) Method of share acquisition Acquisition from the stock market
16) Rights holder The Company
17) Residual assets The Company, as the rights holder, may receive residual assets within the scope of reserve for trust expenses after deducting share acquisition fund from trust money.

(Note) The scheduled dates mentioned above may be changed to appropriate dates in light of applicable laws and regulations.