Governance | Compliance
Compliance is a top priority for management at Nomura Group, and the "Code of Ethics of Nomura Group" defines our fundamental policy on compliance. The management and employees of the Group pledge to abide by the rules stated in this code and attest to this pledge annually.
Furthermore, we have established "Nomura Founding Principles and Corporate Ethics Day", as a day for management and employees to reaffirm annually our corporate culture and corporate ethics, underpinned by "Our Founder's Principles".
Nomura Securities delivers an ethics training once a year for management and employees. The training is intended to give all employees a substantially heightened understanding of workplace ethics through the exchange of views and ideas by employees. The Firm's management and employees ensure professional ethics and compliance part of the core values of the plan to address determined challenges at the outset of each fiscal year. If concerns are identified, the assessor provides suitable guidance and reflects this evaluation results in the employee's remuneration package.
You may report to us your concerns regarding our accounting, internal accounting controls or auditing matters via the feedback link below.
Request to Nomura Group Outsourced Service Providers
Nomura Group outsources various operations to outside providers. In order to fulfill our social responsibility, we are requesting our outsourced service providers to understand the purpose of the "Code of Ethics of Nomura Group" and act in accordance with it. As such, we ask that you take the time to read the code by accessing the link below.
If after reading the code you become aware of any issues that you feel we should know about, please contact us via the feedback link below.
We have appointed a Group Compliance Head to oversee compliance for the Group as a whole along with a Group Compliance Department that provides support. In addition, Compliance Officers have been assigned to each Group company to strengthen our internal controls in response to global business, and to develop and maintain the respective compliance structures of each Group company, including overseas offices.
Nomura Securities' Compliance Structure
In addition to Group-wide initiatives, Nomura Securities has established a Compliance Program as a detailed action plan, and put into place a compliance framework based on this program.
- A Compliance Committee chaired by the President oversees Company-wide initiatives and is in charge of establishing and deliberating on important issues related to internal controls.
- The Company has established the post of Internal Administration Supervisor to monitor compliance issues in line with Japan Securities Dealers Association's rule
- The Company has established the posts of Sales Officers, Internal Controls Officers and Compliance Officers
- The Compliance Division strengthens and improves legal and regulatory compliance as well as the internal controls system by formulating internal rules and disseminating them throughout the Company.
Legal Compliance Measures
In all Group companies and departments, Nomura Group insists on compliance with laws and regulations and endeavors to prevent the occurrence of activities that may be construed as illegal by structuring the necessary administrative systems. In the event that such issues arise, they are reported in full to management-level officers without delay, and organizations and systems are structured to respond appropriately.
When actions that may impair trust in the capital markets and major violations of legal regulations occur that may have a major impact on the Company's reputation and financial position, after due investigation and confirmation, related information is made available on the Company website.
In order to ensure an effective compliance framework at each Nomura Group Company, the Company has established and implemented a robust structure that includes a point of contact that is independent from management. This is to ensure any disclosure of activities by Nomura Group employees that infringe on the "Code of Ethics of Nomura Group" or relate to malpractice including potential legal/regulatory violations or suspected activities regarding accounting or accounting audits are received and dealt with in line with internal policies, procedures and regulatory requirements.
Anyone working in or for the Nomura Group Company who genuinely believes that malpractice is occurring or likely to occur or has become aware of illegal activities, or activities that are against the "Code of Ethics of Nomura Group", they can report their concerns to persons designated by Nomura Holdings, including Outside Directors, through the Compliance Hotline (persons reporting have the option of remaining anonymous).
In FY2015/16, 19 calls were received via the Compliance Hotline. The matters received by compliance hotline were handled in line with internal policies and procedures and appropriate measures were taken.
We conduct comprehensive compliance training for all Executive Officers and employees on topics such as the prevention of money laundering and insider trading, firewall regulations, and guidelines for managing customer information.
Nomura Securities' Primary Initiatives
- Training for sales officers, internal controls officers, and employees of internal controls departments, as well as quality improvement training for securities sales representatives
- Training for branch managers, general administration managers, new employees, newly appointed personnel, and others, aimed at increasing knowledge and deepening the understanding of compliance
- Supplementary compliance education and drills during various training sessions and meetings
- Training for Compliance Officers
- Monthly Compliance Hour* at branch offices and departments
To ensure that each and every employee throughout the Company understands the need for full compliance, training sessions are held once a month in the branches and offices of Nomura Securities.
Customer Protection and Information Security
Under various applicable laws and regulations, including the Financial Instruments and Exchange Act and the Personal Information Protection Act, Nomura Group works to properly protect customers' assets and information.
Nomura Group Information Security Policy
Appropriate management of client data is essential in order for the Nomura group to keep the trust of our clients and shareholders. This policy sets out basic principles for safeguarding the security of information. Each company in the group maintains its own supplemental rules based on the policy and continually improves the management of information supplied to clients according to business requirements. Executive officers and employees can review our information security regulations on our intranet.
Nomura Securities has prepared internal regulations that include rules regarding insider trading to strictly manage information related to corporate clients.
Information Security Management
Under the Nomura Information Security Management Regulations, Nomura appoints a Chief Information Security Officer from the executive officers. The Chief Information Security Officer takes responsibility as personal data management supervisor defined by the Financial Services Agency and strives to ensure Information Security.
All Nomura Holdings, Inc., Nomura Securities Co., Ltd., Nomura Asset Management Co., Ltd., and The Nomura Trust and Banking Co., Ltd. department and branch office heads serve as Information Security Managers and are responsible as personal data controllers. These Information Security Managers are responsible for the security and proper management of information assets handled by their work area and for properly providing their staff with advice and guidance in this regard.
Personal Information Protection
Nomura Securities Co., Ltd. appointed an Information Security Manager and a checker for each department to thoroughly safeguard personal information, including the Individual Number, by overseeing the management or handling of the following items.
- The status of personal information management before leaving the office
- Electronic files containing personal information
- Personal information ledgers
- Contractor pledge forms, statements, etc.
- Procedures controlling the removal of client information outside the company
- Responses to disclosure requests
- Training and other activities related to information management
- E-mail correspondence with parties outside the company and information terminals
- Corporate information
- External recording media
- Information the company delivers by fax
- Access logs during late night hours and holidays
Security Measures for Online Services
In order to accommodate the diverse needs of its clients, the Nomura Group provides a wide range of its services over the Internet. These services use the latest, most advanced encryption technologies to ensure that important client information is always safeguarded. Furthermore, we have strengthened surveillance of our in-house systems and implemented new security systems in order to prevent illegal access from external parties or information leakages caused by cyberattacks, which have become increasingly threatening in recent years.
Protection of Customer Assets
In accord with various applicable laws and regulations, including the Financial Instruments and Exchange Act, Nomura Securities properly segregates the assets of its customers from the assets of Nomura Securities itself.
Note that Nomura Securities requests Ernst & Young ShinNihon LLC to examine the status of its separate administration of customer assets in accord with criteria in effect under relevant laws in the United States. As of March 31, 2016, Nomura Securities was in compliance with all material aspects of these criteria as regards the separate administration of customer assets and received a report certifying its compliance.
Offering High-Quality Financial Services
Nomura Securities seeks to enhance the quality of financial products and services offered to customers under the Guidelines for Financial Instruments Business Supervision. Some of its initiatives include rigorous screening of account openings and securities underwriting practices as well as the provision of accurate and easy-to-understand information.
Nomura Securities' Primary Initiatives
- Appointing officers to oversee internal controls, compliance, etc., and developing systems to ensure compliance and the appropriateness of operations
- Thoroughly screening account openings and conducting proper examinations when underwriting securities
- Carefully reviewing product details and taking action to provide accurate and comprehensive information
- Conducting sales and solicitation activities in compliance with the Financial Instruments and Exchange Act and laws and regulations governing each operation with an overall understanding of the customer's knowledge of financial instruments and financial status
- Structuring systems that establish guidelines for sales to senior customers and requiring compliance with these guidelines
- Ensuring thorough compliance with laws, regulations, and internal rules through compliance training
Fair Financial Business Practices
Nomura Group works to prohibit transactions with anti-social forces and to prevent activities such as unfair trading (including money laundering and the acceptance or giving of bribes).
Eliminating Anti-Social Forces
The Nomura Group outlines in "Code of Ethics of Nomura Group", Nomura must reject all transactions with anti-social forces or groups, and our fundamental policy is to eradicate all ties with anti-social forces. The "Code of Ethics of Nomura Group" is applicable to all management and employees globally.
Prevention of Unfair Transactions including money laundering
Nomura Securities Company conducts a strict verification process of the customer identification which includes the capturing of ;
the name, address, birth date, purpose of transactions and occupation if a natural person,
the name and the location of the head office or principal office, purpose of transactions, description of business and substantial controllers if a juridical person,
as per requirements set out in the "Act on Prevention of Transfer of Criminal Proceeds".
The Company conducts transaction screening for unfair or suspicious transactions such as market manipulation, intentional market making, insider trading, transactions using fictitious names. If a unfair or suspicious transaction is detected through the transaction screening process or where it is deemed that there is a suspicion that the transaction received in the course of a specified business affair is derived from criminal proceeds or that there is a suspicion that a customer or the like is committing an unlawful act, appropriate steps are taken such as issuing alert to customer, as necessary.
The Company ensures ''suspicious transactions'' reporting is carried out in line with the "Act on Prevention of Transfer of Criminal Proceeds".
Anti-Bribery and Corruption
Nomura Group has established a framework of measures including policies and procedures relating to gifts and entertainment for individuals including public officials and private-sector groups. The policies and procedures are disseminated throughout the Company, to ensure fair business practices are carried out in order to prevent the giving and/or receiving of bribes.
Gift and entertainment must not be provided for interested public officials and private sector in Japan. Where gifts or entertainment is provided for non-Japanese public officials, such expenses should be confirmed prior to the event occurring to ensure the gift/entertainment is acceptable and in line with applicable local laws and regulations.
In order to ensure that expense accounts are used appropriately, expense accounts are subject to regular ongoing monitoring.
Nomura Founding Principles and Corporate Ethics Day
Following the series of insider trading incidents related to public offerings in 2012, Nomura Securities announced business improvement measures on June 29 in 2012, and these have been fully implemented. Going forward, to ensure that our efforts are maintained and sustained, Nomura Securities will take the necessary measures to prevent this incident from having an effect on its reputation and, by implementing fully adequate improvement measures with the cooperation of all management and staff, will work to prevent a recurrence and recover public trust. Nomura is also working to substantially reinforce and improve its internal controls systems.
Nomura Group, which celebrated its 90th anniversary in 2015, has established Nomura Founding Principles and Corporate Ethics Day. This provides an opportunity each year for all of us to reflect on our corporate culture and corporate ethics based on Our Founder's Principles and remind ourselves of the actions that have brought scrutiny upon the firm. Every year on Nomura Founding Principles and Corporate Ethics Day, we take measures for everyone in each Group company, including overseas offices, to think about Nomura's founding principles and corporate ethics to ensure we never repeat the mistakes of the past.