Corporate Governance | Committee System

Under the Committee System, the directors are primarily responsible for the oversight of management. Executive officers chosen by the directors conduct business operations within the scope of authority delegated by the directors.
Of the 9 Nomura Holdings directors, one serve concurrently as executive officers. Four of the remaining eight directors meet the requirements of outside directors as defined under the Companies Act of Japan. The majority of Nomination, Audit, and Compensation committee members are outside directors.
The Audit Committee is chaired by an outside director and the Nomination and Compensation committees are chaired by the chairman of the board, who is not serving concurrently as an executive officer.

Three Committees

The Nomination Committee, Audit Committee, and Compensation Committee have been given the authority to make decisions on issues including candidates for the Board of Directors, audits concerning the business execution of directors and executive officers, and compensation for directors and executive officers, As such, management oversight is conducted by the Board of Directors.

Nomination Committee

The Nomination Committee is composed of a majority of outside directors and is responsible for decisions regarding proposals made to the Ordinary General Meeting of Shareholders concerning the appointment and dismissal of directors.
The Nomination Committee met three times during fiscal 2007.

Three Directors (Including two outside Directors)

• Junichi Ujiie
• Masaharu Shibata(outside Directors)
• Hideaki Kubori(outside Directors)

• Regulations of the Nomination Committee(PDF 21KB)

Audit Committee

The Audit Committee is composed of a majority of outside directors and is responsible for auditing the business execution of the directors and executive officers and preparing audit reports. It also makes decisions regarding proposals to be submitted to the Ordinary General Meeting of Shareholders concerning the appointment and dismissal of independent auditors.
Audit Committee members do not serve on the other committees. In addition, all members of the Audit Committee fulfill the requirements of independent directors as defined under the Sarbanes-Oxley Act, and Koji Tajika fulfills the requirements of an audit committee financial expert pursuant to this act.
The Audit Committee met 26 times during fiscal 2007.

Three Directors (Including two outside Directors)

• Haruno Tsuji(outside Directors)
• Fumihide Nomura
• Koji Tajima(outside Directors)

• Regulations of the Audit Committee(PDF 39KB)

Compensation Committee

The Compensation Committee is composed of a majority of outside directors and makes decisions regarding compensation for directors and executive officers, both in terms of broad policy and compensation for specific individuals. No directors who are representative executive officers, including the CEO, or executive officers are members of the Compensation Committee.
The Compensation Committee met three times during fiscal 2007.

Three Directors (Including two outside Directors)

• Junichi Ujiie
• Masaharu Shibata(outside Directors)
• Hideaki Kubori(outside Directors)

• Compensation for Directors and Executive Officers

• Regulations of the Compensation Committee(PDF 21KB)

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Outside Director

The Commercial Code defines an outside director of a company as a non-executive director (i) who has never assumed the position of executive director, manager or employee of the company or its subsidiaries and (ii) who does not currently assume the position of executive director, manager or employee of the company or its subsidiaries.