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Corporate Governance | Information Disclosure

Japanese

Disclosure Committee

To ensure that investors receive fair access to information on Nomura Group, the Group has established "Nomura Group's Statement of Global Corporate Policy Regarding Public Disclosure of Information." This sets forth policy directives that protect non-public information while at the same time promoting timely and appropriate public disclosures. The statement adheres to the principle of U.S. Regulation FD(Regulation Fair Disclosure : Under this regulation, the U.S. Securities and Exchange Commission (SEC) forbids companies from releasing important information to certain people, such as analysts or institutional investors, before it is released to the general public.). Based on this global corporate policy, Nomura Holdings has established a Disclosure Committee that is chaired by the Nomura Holdings executive officer responsible for Communications. The Disclosure Committee is responsible for deliberations and decisions regarding disclosure of material information, legally mandated documents such as SEC Form 20-F, the Japanese annual securities reports, and other reports.
The Disclosure Committee is taking the lead in documenting internal controls, as well as in evaluating the effectiveness of those controls, for financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Internal controls over financial reporting must be formulated by the CEO and CFO or under the supervision of these two executives. To fulfill this requirement, the related divisions of Nomura Holdings along with Nomura Securities and other major consolidated subsidiaries (including overseas subsidiaries) are currently preparing an extensive range of documents on processes involving important financial statement items and items to be disclosed.
Internal Audit is responsible for performing tests and assessments concerning the effectiveness of internal controls.Progress with these tests and evaluations is reported not only to the Disclosure Committee but also to the Audit Committee and Internal Controls Committee.

Nomura Group's Statement of Global Corporate Policy Regarding Public Disclosure of Information

The Executive Management Board of Nomura Holdings, Inc. (the "Company"), to safeguard nonpublic information regarding Nomura Group and to foster appropriate communication by Nomura Group of such information to persons and entities outside Nomura Group, has adopted this policy.

  1. No director, executive officer, employee or agent of Nomura Group shall disclose material, nonpublic information (as illustrated in Schedule A) regarding Nomura Group to any person or entity except as required for Nomura Group's business and in compliance with applicable securities laws or other laws, rules and regulations in Japan or elsewhere.
    • Schedule A : Material information in this policy is information regarding the facts prescribed by Paragraph 2 of Article 166 and Paragraph 2 of Article 167 of the Financial Instruments and Exchange Law of Japan, its rules and regulations and so prescribed by laws and regulations of the relevant jurisdictions.
  2. The Company has authorized the establishment of a Disclosure Committee (the "Committee") consisting of the Executive Officer in charge of Communications of the Company as chairman (the "Chairman"), and six members (the "Members") of Nomura Securities Co., Ltd., the Managing Director of Corporate Communications Department, the Managing Director of Finance Department, the Managing Director of Investor Relations Department and the Managing Director of Corporate Planning Department of Nomura Group Headquarters ("NGH") and the Managing Director of Legal Department, the Managing Director of Risk Management Department and the Managing Director of Controller's Department. The Committee is authorized to establish and enforce i) the operating rules for the Committee and ii) the guidelines a) for implementing this policy, b) for communication strategies, such as conference calls with analysts and institutional investors to discuss Nomura Group's earnings, and c) for preparing documents set forth in Schedule B.
    • Schedule B : Form 20-F under the U.S. Securities Exchange Act of 1934, Annual Report (Yukashoken-Hokokusho) and Semi-annual Report (Hanki-Hokokusho) under the Securities and Companies Act of Japan, Business Report (Jigyo-Hokoku) under the Corporation Law of Japan, Any other document deemed to be necessary by the Committee
  3. Nomura Group's directors, executive officers, employees and agents ("Nomura Group's personnel") shall not disclose material, nonpublic information regarding Nomura Group in a selective forum. If such information is inadvertently selectively disclosed by Nomura Group, then any Nomura Group's personnel who learns of such inadvertent disclosure shall immediately notify the Committee of such inadvertent disclosure, and the Company shall make that information broadly available to the public as soon as practicable and in a manner consistent with applicable laws, rules and regulations.
  4. Only specifically designated persons are authorized to speak about material, nonpublic information on behalf of Nomura Group. Representative Executive Officers, the Chief Financial Officer, the Executive Officer in charge of Communications and the Executive Officer in charge of Global IR of the Company, the Managing Director of Finance Department, the Managing Director of Corporate Communications Department and the Managing Director of Investor Relations Department of NGH of Nomura Securities Co., Ltd. and their designees are the persons authorized to speak on behalf of Nomura Group with investors, market professionals, the news media and others, consistent with the responsibilities of their respective offices.
  5. When any of the authorized persons will disclose material, nonpublic information regarding Nomura Group pursuant to Paragraph 4 above, the Chairman shall be consulted about the manner, timing, contents and etc., of its disclosure; provided, however, that when the Chairman is unable so to act, the authorized person may consult any of the Members.
  6. Presentations and scripted material including material, nonpublic information of Nomura Group should be submitted in advance to the Chairman to guard against unlawful disclosure of material, nonpublic information. The Chairman may direct as necessary that such materials should be modified.
  7. Notwithstanding the provisions of the preceding two paragraphs, overseas subsidiaries of Nomura Group may disclose material, nonpublic information prior to consultation with the Chairman, in case such disclosure is required by local laws, rules or regulations or orders from any local authority; provided that the overseas subsidiaries shall immediately report to the Chairman of such disclosure and the Company shall make that information broadly available to the public in accordance with Paragraph 3.
  8. Nomura Group generally does not release earning projections. Nomura Group may provide forward-looking information such as earnings projections to the investment community or guidance to enable it to evaluate Nomura Group's prospect for performance, provided that the forward-looking information will be identified as such and accompanied with meaningful cautionary language that warns investors that there is a risk that the statement could change materially.
  9. The Committee shall make arrangements to inform persons authorized to speak on behalf of Nomura Group regarding this policy and applicable laws, rules and regulations.
  10. In addition to the foregoing, the Committee may take necessary steps to maintain the disclosure controls and procedures of the Company.
  11. The Chairman may delegate the powers vested in the Chairman by this policy (excluding those related to documents set forth in Schedule B to the Managing Director of Corporate Communications Department of NGH of Nomura Securities Co., Ltd.

Effective Date: October 1, 2001
Final Amendment Date: September 30, 2007

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