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.
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 July 1, 2017)
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, 2016 to March 31, 2017)|
|Outline of discussions||
Evaluation of the effectiveness of Board of Directors meetings
Since FY2015/16, the Company has conducted evaluations of the effectiveness of the Board of Directors. We assess the effectiveness of the Board of Directors in terms of such matters as its management, the quality and quantity of information provided, and the content of discussions. We are working to further strengthen the oversight function, including through discussions at the Board of Directors meetings based on the results of assessments.
|Evaluation method||Questionnaires are submitted to the Directors, and discussions are held by the Board of Directors based on questionnaire results|
|Addressing the results||We have established the Office of Non-Executive Directors and Audit Committee to support the duties of the Audit Committee and Directors, and have otherwise enhanced the organizational platform for providing information to Directors, along with further improving the management of the Board of Directors.|
Outside Director's Interview
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, expertise and experience in corporate management, independence and others.
The current members of this Committee are: Nobuyuki Koga, a Director not concurrently serving as an Executive Officer, and Outside Directors Hiroshi Kimura and Kazuhiko Ishimura. This Committee is chaired by Nobuyuki Koga.
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.
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: Nobuyuki Koga, a Director not concurrently serving as an Executive Officer, and Outside Directors Hiroshi Kimura and Kazuhiko Ishimura. This Committee is chaired by Nobuyuki Koga.
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.