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 180KB) 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.

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, 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.

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.

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.

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.