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

The Board of Directors is mainly responsible for management oversight. To ensure that the Board can properly carry out its oversight responsibilities, the majority of its members are Outside Directors. The Board of Directors is also composed of diverse members to enable active discussions from a broad range of perspectives. The Nomination Committee determines director candidates by taking into consideration various factors such as nationality, gender and background.

Directors bring to the Board a variety of backgrounds, specialized knowledge and extensive experience in different fields that help in the determination of important management matters and effective business oversight.

Nomura Holdings Corporate Governance Guidelines (PDF 72KB)

We have established Independence Criteria for Outside Directors (PDF 27KB) within the Nomination Committee to ensure the independence of Outside Directors from Nomura Group. As none of the six Outside Directors of Nomura Holdings fall under the categories for which independence is considered questionable, we have reported that each of the Outside Directors is an independent Director in our submission to the Tokyo Stock Exchange.

Composition of the Board of Directors (as of end of June, 2019)

[Executive officers] Koji Nagai, Shoichi Nagamatsu [Securities industry experts] Nobuyuki Koga, Hisato Miyashita [Experts in finance-related legal systems] Laura Simone Unger [Company management] Hiroshi Kimura, Kazuhiko Ishimura [Accountants] Michael Lim Choo San, Mari Sono [Corporate accounting experts] Noriaki Shimazaki

Support system for Directors

The Company has established an Office of Non-Executive Directors and Audit Committee to support the work of the Audit Committee and the Board of Directors. The office acts as the secretariat of the Audit Committee and supports Directors in the performance of their duties by such means as regularly providing information on management to Outside Directors.

In connection with meetings of the Board of Directors, the Company, by using occasions such as briefings prior to Meetings of the Board of Directors, continuously provides updates to Outside Directors regarding important matters of the Company, including business content, business plans, financial status, and governance structures such as the internal controls system.

In addition, an Outside Director may request an explanation or report and/or request materials from Executive Officers and employees as necessary. An Outside Director may consult legal, accounting, or other outside experts at the Company's expense, as necessary.

Management status of the Board of Directors

Separate from Board of Directors meetings, meetings comprising only Outside Directors are held, where matters such as the strategy of Nomura Group and the management of the Board of Directors are discussed to help strengthen the oversight function.

Number of meetings of Board of Directors 10 (from April 1, 2018 to March 31, 2019)

Main items discussed by the Board of Directors

* Please scroll horizontally to look at table below.

  Main agenda of the Board of Directors Content of the discussion
Q1 FY2017/18 full year results, dividend payouts Company overview, performance and market environment by division and region, situation of competitors, etc.
Changes to the basic policy on dividends of surplus, etc. Specifying total return ratio of 50% or more in the basic policy
Business execution report Current status of the Wholesale Division and future measures
Key Performance Indicators (KPI) for client-oriented business operations Key Performance Indicators (KPI) for realizing client-oriented business operations in Nomura Securities and Nomura Asset Management
Risk management report Operational status of risk appetite and unauthorized access to the systems of overseas subsidiaries
Compliance reporting Recent issues, money laundering and counter-terrorism financing measures
Q2 FY2018/19 1Q results Company overview, situation by division and region, situation of competitors, etc.
Business execution report Establishment of a securities company in China and the outlook for business performance in the second quarter
Report on audit activity findings Responses from the executive side to recommendations from the audit committee
Risk management report Status of risk appetite management
Compliance reporting Recent issues, money laundering and counter-terrorist financing measures
Q3 FY2018/19 2Q results, dividend payouts Company overview, situation by division and region, situation of competitors, etc.
Business execution report Strategies in Wholesale Division and Retail Division to address megatrends
Revision of Corporate Governance Guidelines Company's response to the revision of the Corporate Governance Code
Verification of the appropriateness of strategic shareholdings Review of the results of discussions by the Policy Shareholding Review Committee
Risk management report Status of Brexit compliance and risk appetite
Compliance reporting Recent issues, money laundering and counter-terrorist financing measures
Q4 FY2018/19 3Q results Company overview, situation by division and region, situation of competitors, etc.
Business execution report Current status of each division and future measures
Strategy for non-face-to-face sales Collecting new clients using digital technology
Human resources related reports Introduction of new personnel system
Business platform restructuring Review of matrix management structure and corporate restructuring
Risk management report Selection of conduct risks, system risks, geopolitical events, and risks related to climate change as themes to be addressed in the Risk Appetite Statement for FY2019/20
Compliance reporting Most recent events, money laundering and counter-terrorist financing measures. Establishment of a special investigation team under the supervision of the audit committee for improper communication of information

Evaluation of the effectiveness of Board of Directors

We have been conducting evaluations on the effectiveness of the Board of Directors since the fiscal year ended March 2016. Each individual Director assesses the management of the Board of Directors, including the quantity and quality of information offered and discussions by the Board of Directors. They also share their findings at Board of Directors meetings and learn from the results in order to continue strengthening their oversight function.

Giving these situations, the effectiveness of the Board of Directors can be generally evaluated as a well-functioning system. As a Company with Three Board Committees, we make sure to secure the mobility of the execution, and either during or outside of Board of Directors meetings, we are enhancing the chances of utilization of all members' expertise to further sophisticate our deliberating function of Board of Directors.

Evaluation method Questionnaires are submitted to the Directors, and discussions are held by the Board of Directors based on questionnaire results
Evaluation items
  • Constitution and management of the Board of Directors
  • Information provision to the Board of Directors
  • The Board of Directors' involvement in management goals and strategy
  • The Board of Directors' function of overseeing management
  • Constitution and management of the Nomination, Audit and Compensation Committees
  • Monitoring of the state of dialogues with stakeholders
  • Management of Outside Directors Meetings, etc.
Response to results
  • Reporting on the state of dialogues with investors, analysts and other stakeholders to the Board of Directors as appropriate.
  • Deliberation on matters relating to our business and corporate governance through Outside Directors' Meetings

Independence Criteria for Outside Directors of Nomura Holdings, Inc. (PDF 27KB)

Outside Director's Interview

Corporate Governance System

* Please scroll horizontally to look at table below.

As of June 24, 2019
  Chairman Ratio of Outside Directors No. of times held
(Average attendance rate)
Board of Directors Non-Executive Directors 60% 10 (100%)
Nomination Committee Outside Directors 67% 6 (100%)
Compensation Committee Outside Directors 67% 4 (100%)
Audit Committee Outside Directors 67% 17 (100%)

Three Committees

Nomination Committee

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, ethics, expertise and experience in corporate management independence and others.

The current members of this Committee are: Outside Directors Hiroshi Kimura and Kazuhiko Ishimura, and Nobuyuki Koga, a Director not concurrently serving as an Executive Officer. This Committee is chaired by Hiroshi Kimura.

Audit Committee

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, Mari Sono, 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.

Compensation Committee

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: Outside Directors Hiroshi Kimura and Kazuhiko Ishimura, and Nobuyuki Koga, a Director not concurrently serving as an Executive Officer. This Committee is chaired by Hiroshi Kimura.

Business execution by Executive Officers

The Board of Directors has broadly delegated decision-making authority for business execution to Executive Officers to ensure that they can execute business with speed and efficiency. Furthermore, among the matters of business delegated to the Executive Officers by resolutions adopted by the Board of Directors, certain important matters must be deliberated and decided by specific management bodies within the Company, including the Executive Management Board, the Group Integrated Risk Management Committee, and the Internal Controls Committee. These management bodies report to the Board of Directors on the status of their deliberations at least once every three months.

In order to further bolster our business execution framework for financial business that is becoming increasingly sophisticated and specialized, we utilize a system whereby the Executive Officers delegate a part of their authority for business execution decisions to Senior Managing Directors, whose role is to focus on individual businesses and operations.

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