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 June 21, 2021)
* 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|
|Takahisa Takahara||Outside Director||〇||〇|
|Noriaki Shimazaki||Outside Director||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|
|J. Christopher Giancarlo||Outside Director||〇||〇||〇||〇||〇|
|Patricia Mosser||Outside Director||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||11 (from April 1, 2020 to March 31, 2021)|
Main Items Discussed by the Board of Directors
* Please scroll horizontally to look at table below.
|Main Agenda||Content of the Discussion|
|Q1||FY19/20 results, dividend payouts||Company overview, situation by division and region, situation of competitors, etc.|
|Business execution report||Report and discussion on current status and future plans in Wholesale|
|Policy on dealing with acquisition proposal||Determine policy for initial response and maintain Board of Directors and decision making body|
|Report on Investor Day||Report and discussion on priorities, management vision, and business strategy|
|Risk management reports||Report and discussion on framework for top risks and emerging risks|
|Compliance reporting||Report and discussion on initiatives to promote approach to conduct and countermeasures for money laundering and terrorist financing|
|Q2||FY20/21 1Q results||Company overview, situation by division and region, situation of competitors, etc.|
|Business execution report||Report and discussion on responses and future issues and strategies amid coronavirus|
|Establishing structure to promote proper conduct||Report and discussion on establishment of conduct program and conduct annual plan|
|Risk management reports||Status of risk appetite management|
|Compliance reporting||Report and discussion on progress of improvement measures related to incident of improper communication of information|
|Q3||FY20/21 2Q results, dividend payouts||Company overview, situation by division and region, situation of competitors, etc.|
|Business execution report||Report and discussion on current status and future strategies of each division and introduction of monitoring metrics for achieving ROE target|
|Information disclosure structure||Report and discussion on internal structure for information disclosure and comparison of disclosure details with competitors|
|Strategic Shareholding Review Committee reporting||Current status of strategic shareholdings and future measures|
|Audit activity findings report||Report and discussion on reply from execution side in relation to proposals from Board of Directors to execution side|
|Compliance reporting||Report and discussion on status of investigation into corporate client information leakage incident and future measures|
|Q4||FY20/21 3Q results||Company overview, situation by division and region, situation of competitors, etc.|
|Business execution report||Report and discussion on current status and future strategies of each division and strengthening of integration of ESG by Nomura Asset Management|
|ESG update||Report and discussion on approach and future outlook for ESG|
|Risk and responses for operations amid COVID-19||Report and discussion on labor management and information management amid COVID-19|
|Revision of Regulations and rules||Report and discuss the revisions regarding management of the Internal Control Committee and the change in the internal audit reporting line|
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 21, 2021
* 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%||11 (99％)|
|Nomination Committee||Outside Directors||67%||8 (100%)|
|Compensation Committee||Outside Directors||67%||7 (100%)|
|Audit Committee||Outside Directors||67%||15 (100%)|
|Outside Directors Meetings||Outside Directors||100%||4 (96%)|
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 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.
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.