THE BANK OF SAGA LTD. [8395.T]

TOKYO, May 12 (Pulse News Wire) – The Bank of Saga Ltd. (8395.T) resolved to introduce a new stock-based compensation plan for its directors during a board meeting held today.

The plan involves delivering shares instead of cash bonuses and requires approval at the upcoming annual shareholders' meeting scheduled for June 26, 2026. Under the new scheme, existing stock options granted through the previous system will be phased out. Directors who, The new incentive program aims to align director compensation with share performance, encouraging long-term business growth. It includes setting up a Board Incentive Plan Trust (BIP Trust) which will hold shares and distribute them based on directors’ roles and performance achievements. The trust will operate for approximately two years, from August 2026 to August 2028, with potential extensions subject to shareholder approval.

Directors will accumulate points annually based on their positions and achievement of mid-term business goals. Upon retirement, these points will be converted into shares or cash according to predefined criteria. Shares within the BIP Trust will not exercise voting rights to ensure neutrality in management decisions. Dividends received by the trust will cover administrative costs. Any remaining assets beyond expenses will be donated to non-profit organizations unrelated to the bank and its directors.

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