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 such as nationality, gender and background 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.

Nomura Holdings Corporate Governance Guidelines (PDF 496KB)

We have established Independence Criteria for Outside Directors (PDF 132KB) within the Nomination Committee to ensure the independence of Outside Directors from Nomura Group. As none of the nine 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 27, 2023)

* Please scroll horizontally to look at table below.

Name Positions Skill
Corporate
Management
International
Business
Financial
Industry
Accounting/
Financial
Legal Systems/
Regulations
Internal Control
(Including Risk Management)
Digital
(IT)・DX
Sustainability
Koji Nagai Non-Executive Director
(Chairman of the Board of Directors)
Kentaro Okuda Represen
tative Executive Officer,
President Group CEO
Yutaka Nakajima Represen
tative Executive Officer
and Deputy President
Shoji Ogawa Non-Executive Director
Noriaki Shimazaki Outside Director
Kazuhiko Ishimura Outside Director
Laura Simone Unger Outside Director
Victor Chu Outside Director
J. Christopher Giancarlo Outside Director
Patricia Mosser Outside Director
Takahisa Takahara Outside Director
Miyuki Ishiguro Outside Director
Masahiro Ishizuka Outside Director

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 11 (from April 1, 2022 to March 31, 2023)

Main Items Discussed by the Board of Directors

Key Deliberations
Succession Plan for Group CEO
  • Discussions on the succession plan for the Group CEO
  • Report to the Committee from the executive side and discussions on the Group CEO qualifications based on factors such as the management environment and the key process of the succession plan
Determination of Outside Director Nominees
  • Discussions on the determination of Outside Director nominees
  • The following points were taken into consideration when determining the nominees
    • The Composition of the Board of Directors shall have diversity from perspectives such as gender, international experience and work experience.
    • The majority of the Board of Directors shall be Outside Directors to perform its management oversight function appropriately
    • Nominees shall satisfy the Independence Criteria for Outside Directors as a general rule
    • Nominees shall include experts in accounting, corporate management and law, etc.
    • The criteria for the number of concurrent positions (no more than three companies for an Outside Director in addition to the Company as a general rule) shall be satisfied.
  • As a result of multiple discussions during the fiscal year ended March 31, 2023, Miyuki Ishiguro and Masahiro Ishizuka were designated as new Outside Director nominees
Determination of Inside Director Nominees
  • Discussions on the determination of Inside Director nominees
  • The following points were taken into consideration in determining the nominees
    • More than one person who is an Executive Officer, including the Group CEO, shall concurrently serve as Directors to make it easier for the Board of Directors to understand the business execution status of the Company, and to ensure the effectiveness of the oversight functions of the Board of Directors, as a general rule
    • The Board of Directors shall appoint a Director who does not concurrently serve as an Executive Officer and who is well-versed in the business of the Nomura Group as a full time member of the Audit Committee or an Audit Mission Director, in order to enhance the effectiveness of the Audit Committee’s audit
  • In the fiscal year ended March 31, 2023, Yutaka Nakajima, Representative Executive Officer and Deputy President, was designated as a new Inside Director nominee who shall concurrently serve as Executive Officer

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.

Image: Evaluation of the effectiveness of the Board of Directors
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 ability to oversee management
  • Constitution and management of the Nomination, Audit Compensation and Board Risk Committees
  • Monitoring of the state of dialogues with stakeholders
  • Management of Outside Directors Meetings, etc.
Response to Results Response to Results from Previous Year
  • In FY2021/22, focused on strategic topics including medium- to long-term management strategy, enhancement of risk management, sustainability, and cyber securities, by reducing the time to discuss regular items
  • As part of the enhancement of risk management, the Board Risk Committee (BRC) was newly established as a specialized supervisory body to oversight the Group risk. To ensure a high degree of independence, the BRC is chaired by a non-Japanese outside director and comprises six members, including five Outside Directors. Reports and discussions on enhancement of risk management, revision of Risk Appetite Statements, the situation in Ukraine, etc.
  • Given the increasing proportion of international business in our business portfolio, a non-Japanese outside director will be appointed as a new member of the Audit Committee.
Future Challenges
  • Continue to oversight the progress of measures to enhance risk management.
  • Focus on more strategic agendas, including medium- to long-term management strategies, management goals, sustainability, digital and IT governance, etc. with appropriate monitoring

Independence Criteria for Outside Directors of Nomura Holdings, Inc. (PDF 180KB)

Outside Director's Interview

Corporate Governance System

as of June 27, 2023

Corporate Governance System

* Please scroll horizontally to look at table below.

As of end of March, 2023
  Chairman Ratio of Outside Directors No. of Times Held
(Average Attendance Rate)
Board of Directors Non-Executive Directors 67% 11 (98%)
Nomination Committee Outside Directors 67% 8 (100%)
Compensation Committee Outside Directors 67% 7 (100%)
Audit Committee Outside Directors 67% 15 (100%)
Board Risk Committee Outside Directors 83% 5 (93%)
Outside Directors Meetings Outside Directors 100% 4 (100%)

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 Kazuhiko Ishimura and Takahisa Takahara, and Koji Nagai, a Director not concurrently serving as an Executive Officer. This Committee is chaired by Kazuhiko Ishimura.

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, Victor Chu and Masahiro Ishizuka 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 and Masahiro Ishizuka are Financial Experts 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 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, Patricia Mosser and Miyuki Ishiguro 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.

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