Governance | Form of Corporate Governance
The Company with Three Board Committees is a structure where the Directors oversee management through their activities at each of the Nomination, Audit and Compensation Committees. It is also a system where Executive Officers appointed by the Board of Directors execute business in accordance with authority delegated to them by the Board of Directors. The Company with Three Board Committees structure clearly separates management oversight and business execution functions. The Company with Three Board Committees structure expedites the decision-making process by broadly delegating authority for the execution of business functions from the Board of Directors to the Executive Officers. Further, the Company with Three Board Committees structure enhances management oversight and increases transparency by establishing the Nomination, Audit and Compensation Committees, and the majority of the members of each committee are Outside Directors.
Board of Directors
Nomura Holdings has made management oversight the main role of the Board of Directors. Based on supervision with an emphasis on an external perspective, we are aspiring to put in practice management with a high level of transparency, through such means as structuring the Board of Directors with a majority of Outside Directors. Moreover, in order to achieve effective oversight of business execution functions from multiple perspectives, we place importance on diversity within the Board of Directors. Each Director of Nomura Holdings has a diverse background in terms of nationality, gender, professional experience, etc., and by utilizing their extensive experience in their respective fields, such as accounting, corporate management and law, the Directors assist with the determination of important managerial matters and oversee business execution.
Additionally, 5 of the 10 Directors making up our Board of Directors are Outside Directors. We emphasize the independence of Outside Directors from the Nomura Group, and in order to maintain such independence, we have established Independence Criteria for Outside Directors within the Nomination Committee. As none of the Outside Directors of Nomura Holdings fall under the categories for which independence is considered suspect, and since none of the Outside Directors have any conflicts of interests with the shareholders, we have reported that each of the five Outside Directors are independent Directors in our submission to the Tokyo Stock Exchange.
Board of Directors (As of April 1, 2017)
|Outside Directors||50% (5 of 10)|
|Non-Japanese Directors||20% (2 of 10)|
Outside Director's Interview
This Committee determines the details of any proposals concerning the election and dismissal of Directors to be submitted to general meetings of shareholders based on determined standards relating to personality, insight, expertise and experience in corporate management, independence and others.
The current members of this Committee are: Nobuyuki Koga, a Director not concurrently serving as an Executive Officer, and Outside Directors Takao Kusakari and Hiroshi Kimura. This Committee is chaired by Nobuyuki Koga.
This Committee (i) audits the execution by the Directors and Executive Officers of their duties and the preparation of audit reports and (ii) determines the details of proposals concerning the election, dismissal, and non-reappointment of the independent auditors to be submitted to general meetings of shareholders.
The current members of the Committee are: Outside Directors Noriaki Shimazaki, Toshinori Kanemoto, and a Director not concurrently serving as an Executive Officer and a full-time member, Hisato Miyashita. All committee members satisfy requirements for independence in accordance with the Sarbanes-Oxley Act of 2002. This Committee is chaired by Noriaki Shimazaki. Noriaki Shimazaki is a Financial Expert under this Act and has comprehensive knowledge in the areas of finance and accounting.
This Committee determines the Company's policy with respect to the determination of the details of each Director and Executive Officer's compensation. The committee also determines the details of each Director and Executive Officer's actual compensation. The current members of this committee are: Nobuyuki Koga, a Director not concurrently serving as an Executive Officer, and Outside Directors Takao Kusakari and Hiroshi Kimura. This Committee is chaired by Nobuyuki Koga.