Form of Corporate Governance
A Company with Three Board Committees establishes Nomination, Audit and Compensation Committees, which are each to be comprised of a majority of Outside Directors, and in addition to striving to enhance management oversight and improve transparency by separating management oversight and business execution functions, it is a structure that makes it possible to strive to expedite the decision-making process by broadly delegating authority for the execution of business functions from the Board of Directors to the Executive Officers.
At the Company, which is a Company with Three Board Committees where management oversight and business execution functions are institutionally separated, in addition to the Board of Directors and the Nomination/Audit/Compensation committees, which are the three statutory committees, both the “Board Risk Committee”, which is a committee that has the purpose of deepening the oversight of risk management by the Board of Directors and the “Outside Directors Meeting” for having Outside Directors periodically engage in discussions regarding matters concerning the Company’s business and corporate governance, have been established.
Board of Directors
The main role of the Company’s Board of Directors is management oversight and the purpose of the Board of Directors of the Company is to strive for the Company’s sustainable growth and maximization of corporate value over the mid to long-term. The Board of Directors, in addition to ensuring the fairness and transparency of the management, determines the “Fundamental Management Policy,” and appointments of Executive Officers that manage the Company such as the Group CEO and important business execution decisions are made based on such policy.
The Board of Directors of the Company, to enable active discussion from diversified perspectives, consists of members with diversity and expertise. Directors bring to the Board a variety of extensive experience in different fields that help in the determination of important management matters and effective business oversight. Further, for the appropriate exercise of the Board of Directors’ management oversight functions, there is a general rule that the majority of the Board of Directors must be Outside Directors.
The Board of Directors is chaired by a Director who is not concurrently serving as an Executive Officer, allowing the Board of Directors to concentrate on overseeing the business conducted by the Executive Officers.
We have established Independence Criteria for Outside Directors (PDF 180KB) within the Nomination Committee to ensure the independence of Outside Directors from Nomura Group. As none of the eight 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 June 20, 2022)
* Please scroll horizontally to look at table below.
(Including Risk Management)
|Koji Nagai||Non-Executive Director
(Chairman of the Board of Directors)
|Kentaro Okuda||Representative Executive Officer,
President Group CEO
|Tomoyuki Teraguchi||Representative Executive Officer
and Deputy President
|Shoji Ogawa||Non-Executive Director||〇||〇||〇|
|Kazuhiko Ishimura||Outside Director||〇||〇||〇|
|Takahisa Takahara||Outside Director||〇||〇||〇|
|Noriaki Shimazaki||Outside Director||〇||〇||〇||〇||〇|
|Mari Sono||Outside Director||〇||〇||〇|
|Laura Simone Unger||Outside Director||〇||〇||〇||〇|
|Victor Chu||Outside Director||〇||〇||〇||〇||〇||〇|
|J. Christopher Giancarlo||Outside Director||〇||〇||〇||〇||〇|
|Patricia Mosser||Outside Director||〇||〇||〇||〇|
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||12 (from April 1, 2021 to March 31, 2022)|
Main Items Discussed by the Board of Directors
* Please scroll horizontally to look at table below.
|Main Agenda||Content of the Discussion|
|Q1||Dialogue with Shareholders||Report and discussion on points of appeal and responses of institutional investors in Shareholder Relation|
|Business execution report||Report on future challenges and strategies of the three divisions: Retail, WS, IM (newly established)|
|Update on US incident||Report on the background and the cause of the case in regard to a loss arising from transactions with a US client.|
|Investor day and medium-to-long term business strategy||Report and discussion on our priorities, management vision, and business strategy|
|Risk management report||Report and discussion on the progress of action plans to strengthen risk management in light of U.S. Prime Brokerage Event|
|Enhancement of Disclosure||Report and discussion on considerations for enhancing statutory disclosure documents based on revisions of laws and regulations in Japan and overseas|
|Q2||Initiatives of Digital||Report and discussions on our concept of digital utilization, overview of digital assets, and specific examples of initiatives, including Komainu|
|Business execution report||Report and discussions on the status of three divisions, current earnings and KPIs etc.|
|Sustainability report||Report and discussions on the Nomura Group's sustainability initiatives and promotion structure|
|Strategic Shareholding Review Committee report||Current status of strategic shareholdings and future measures|
|Enhancement of Risk Management||Report and discussion on the progress of remediation plans in light of U.S. Prime Brokerage Event|
|Q3||Voting results of major institutional shareholders||Report and discussion on the status of the exercise of voting rights at AGM and the reasons for voting against or abstaining|
|Business execution report||Report and discussion on future issues/strategies based on the mid-term review of three divisions, and on WS optimization in Europe|
|Cyber security||Explanation and discussion of the results of the external vendor's assessment of our cyber security system, and cyber security initiatives|
the Corporate Governance Code
|Revision of CG Guidelines based on the revised CG Code. Report and discussion on Sustainability Statement, which set forth specific policies for sustainability|
|Audit activity findings report||Report and discussion on reply from executive side in relation to proposals from Audit Committee to executive side|
|Enhancement of Risk Management||Report and discussion on the progress of remediation plans and the update of the new Committees: Board Risk Committee, the Steering Committee for Enhancement of Risk Management|
|Q4||Important litigation||Report and discussion on the status of important litigation and negotiations|
|Business execution report||Report and discussions on three divisions, current initiatives for medium- to long-term strategies, and the situation in Ukraine|
|Initiatives for 100th Anniversary||Report and discussion on the 100th anniversary project structure and initiatives for this fiscal year|
|Revision of Code of Conduct||Revision of the Code of Conduct, including the addition of a new section “Managing risks appropriately" with the aim of enhancing risk culture|
|Enhancement of Risk Management||Report and discussion on the progress of various measures, key factors, structure to enhance risk management|
Evaluation of the Effectiveness of the Board of Directors
We have been conducting evaluations on the effectiveness of the Board of Directors since the fiscal year ended March 2016. Each Director assesses the management of the Board of Directors, including the quantity and quality of information offered and discussions by the Board of Directors. Based on those results, they also share their findings at Board of Directors Meetings as well as Outside Directors Meetings, and further discuss about issues found with other Directors including Executive Officers in order to continue strengthening their oversight function.
Through evaluation of these discussions and findings, the Board of Directors found the effectiveness of Board of Directors is generally at an almost good level this year as well. As a company with Three Board Committees structure, we ensure to accelerate the Group's decisionmaking process, and we are enhancing the ability to utilize of all members' expertise either during or outside of Board of Directors Meetings, to further enrich the function of the Board of Directors.
|Response to Results||
Response to Results from Previous Year
Outside Director's Interview
Corporate Governance System
as of June 20, 2022
* Please scroll horizontally to look at table below.
|Chairman||Ratio of Outside Directors||No. of Times Held
(Average Attendance Rate)
|Board of Directors||Non-Executive Directors||67%||12 (100%)|
|Nomination Committee||Outside Directors||67%||7 (100%)|
|Compensation Committee||Outside Directors||67%||9 (100%)|
|Audit Committee||Outside Directors||67%||24 (100%)|
|Board Risk Committee||Outside Directors||83%||4 (100%)|
|Outside Directors Meetings||Outside Directors||100%||4 (100%)|
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 Kazuhiko Ishimura and Takahisa Takahara, and Koji Nagai, a Director not concurrently serving as an Executive Officer. This Committee is chaired by Kazuhiko Ishimura.
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 Victor Chu, and a Director not concurrently serving as an Executive Officer and a full-time member, Shoji Ogawa. 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.
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 Kazuhiko Ishimura and Takahisa Takahara, and Koji Nagai, a Director not concurrently serving as an Executive Officer. This Committee is chaired by Kazuhiko Ishimura.
Board Risk Committee
The Board Risk Committee is a non-statutory organ, of which purpose is to assist the Board of Directors in supervising Nomura Group’s risk management and to contribute to sophistication of the risk management. The current members of this committee are: Outside Directors Laura Simone Unger, Noriaki Shimazaki, Victor Chu, J. Christopher Giancarlo and Patricia Mosser, and Shoji Ogawa, a Director not concurrently serving as an Executive Officer. This Committee is chaired by Laura Simone Unger.
Business Execution by Executive Officers
As a Company with Three Board Committees, The Board of Directors has, to the extent permitted by laws and regulations, delegated decision-making authority for business execution to Executive Officers to ensure that they can execute the Company’s business with speed and efficiency. Among the matters of business delegated to the Executive Officers by resolutions adopted by the Board of Directors, certain important matters must be decided upon deliberation by specific management bodies within the Company, including the Executive Management Board, the Group Risk Management Committee, the Sustainability Committee and the Internal Controls Committee. The Board of Directors shall receive reports on the status of the deliberations at the Executive Management Board, etc. 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.