top of this page
Skip to main content
main contents start from here

Governance | Difference between Corporate Governance Practices in Japan and in U.S.

The following table shows the significant differences between the corporate governance practices followed by U.S. listed companies under Section 303A of the NYSE Listed Company Manual and those followed by Nomura. The information set forth below is current as of June 23, 2016.

Table:Difference between Corporate Governance Practices in Japan and in U.S.
Corporate Governance Practices Followed by NYSE-listed U.S. Companies Corporate Governance Practices Followed by the Company
A NYSE-listed U.S. company must have a majority of Directors meeting the independence requirements under Section 303A of the NYSE Listed Company Manual. Under the Companies Act, a company which adopts the Company with Three Board Committees structure is not required to have a majority of outside directors, but is required to have a majority of outside directors on each of the audit, nomination and compensation committees.
The Company currently has six outside directors among its eleven Directors.
A NYSE-listed U.S. company must have an audit committee that satisfies the requirements under Section 303A of the NYSE Listed Company Manual, including those imposed by Rule 10A-3 under the U.S. Securities Exchange Act of 1934. The audit committee must be composed entirely of independent directors and have at least three members. The Company has an Audit Committee consisting of three Directors, two of whom are outside directors in compliance with the requirements under the Companies Act. All three Audit Committee members are independent directors under Rule 10A-3 under the U.S. Securities Exchange Act of 1934 with one member qualified as audit committee financial expert.
A NYSE-listed U.S. company must have a nominating/corporate governance committee with responsibilities described under Section 303A of the NYSE Listed Company Manual. The nominating/ corporate governance committee must be composed entirely of independent directors. The Company has a Nomination Committee consisting of three Directors, two of whom are outside directors in compliance with the requirements under the Companies Act.
A NYSE-listed U.S. company must have a compensation committee composed entirely of independent directors. Compensation committee members must satisfy the additional independence requirements under Section 303A.02(a)(ii) of the NYSE Listed Company Manual. A compensation committee must also have authority to retain or obtain the advice of compensation and other advisers, subject to prescribed independence criteria that the committee must consider prior to engaging any such adviser. The Company has a Compensation Committee consisting of three Directors, two of whom are outside directors in compliance with the requirements under the Companies Act.
A NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan. Under the Companies Act, stock options are deemed to be compensation for the services performed by the Company's Directors and Executive Officers and do not require shareholders' approval. The Compensation Committee establishes the policy with respect to the determination of the individual compensation of each of the Company's Directors and Executive Officers (including stock options in the form of stock acquisition rights as equity compensation) and makes determinations in accordance with that compensation policy.
A NYSE-listed U.S. company must adopt and disclose corporate governance guidelines. Under the Companies Act, the Company is not required to adopt and disclose corporate governance guidelines. However, in response to Japan's Corporate Governance Code, which was incorporated into the Tokyo Stock Exchange's Securities Listing Regulations, the Company has established and publicly disclosed the "Nomura Holdings Corporate Governance Guidelines."
The non-management directors of a NYSE-listed U.S. company must meet at regularly scheduled executive sessions without management. Under the Companies Act, outside directors of the Company are not required to meet at regularly scheduled executive sessions without management. However, in accordance with the "Nomura Holdings Corporate Governance Guidelines," outside directors hold meetings consisting solely of outside directors in order to discuss matters such as the business and corporate governance of the Company.
A NYSE-listed U.S. company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Under the Companies Act, the Company is not required to adopt and disclose a code of business conduct and ethics for directors, officers or employees. However, the Company has adopted the "Code of Ethics of Nomura Group." Please see Item 16B of this annual report for further information regarding the "Code of Ethics of Nomura Group."
go back to main menu of this page.