Governance | Information Disclosure
Our fundamental policy is to adhere to relevant laws concerning timely disclosure, such as can be found in the Financial Instruments and Exchange Act and the rules of the relevant stock exchanges, in order to safeguard non-public information regarding the Nomura Group as well as to foster appropriate, fair and timely disclosure of such information to persons and entities outside the Nomura Group and keep the trust of the Nomura Group's clients, shareholders, investors and others.
To ensure that investors receive fair access to information on Nomura Group, the Group has established "Nomura Group's Statement of Global Corporate Policy Regarding Public Disclosure of Information." This sets forth policy directives that protect non-public information while at the same time promoting timely and appropriate public disclosures. The statement adheres to the principle of U.S. Regulation FD (Regulation Fair Disclosure: Under this regulation, the U.S. Securities and Exchange Commission (SEC) forbids companies from releasing important information to certain people, such as analysts or institutional investors, before it is released to the general public.). Based on this global corporate policy, Nomura Holdings has established a Disclosure Committee that is chaired by the Nomura Holdings executive officer responsible for Communications. The Disclosure Committee is responsible for deliberations and decisions regarding disclosure of material information, legally mandated documents such as SEC Form 20-F, the Japanese annual securities reports, and other reports.
The Disclosure Committee has taken the lead in documenting internal controls, as well as in evaluating the effectiveness of those controls, for financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Internal controls over financial reporting must be formulated by the CEO and CFO or under the supervision of these two executives. To fulfill this requirement, the related divisions of Nomura Holdings along with Nomura Securities and other major consolidated subsidiaries (including overseas subsidiaries) are currently preparing an extensive range of documents on processes involving important financial statement items and items to be disclosed.
Internal Audit is responsible for performing tests and assessments concerning the effectiveness of internal controls.Progress with these tests and evaluations is reported not only to the Disclosure Committee but also to the Audit Committee and Internal Controls Committee.
Nomura Group's Statement of Global Corporate Policy Regarding Public Disclosure of Information
Nomura Holdings, Inc. (the "Company") has adopted this policy ("Policy"), to safeguard nonpublic information regarding Nomura Group as well as to foster appropriate, fair and timely disclosure of such information to persons and entities outside Nomura Group and keep the trust of Nomura Group's clients, shareholders, investors and others.
- No officers or employees of Nomura Group shall externally disclose nonpublic material information (examples of which are provided in Schedule A) regarding Nomura Group, except as required for the business of Nomura Group or as mandated by Financial Instruments and Exchange Act or any other applicable laws, rules and regulations in Japan or elsewhere.
- The Company shall have a Disclosure Committee (the "Committee") comprised of one chairman and a number of other members designated by the group CEO of the Company. The Committee is authorized to establish and enforce guidelines for (i) the gathering, analysis and announcement of material information, (ii) implementation of this Policy (iii) communication strategies, such as conference and etc. with analysts, investors, news media and the like (collectively, the "IR Audience") to discuss Nomura Group's performances, and (iv) preparation of the documents set forth in Schedule B.
- Nomura Group's personnel shall not disclose nonpublic material information regarding Nomura Group in a selective forum. If such information is inadvertently selectively disclosed, any officer or employee of Nomura Group who learns of such inadvertent disclosure shall immediately notify the Committee, and the Company shall make that information broadly available to the public as soon as practicable and in a manner consistent with applicable laws, rules and regulations.
- Only specifically designated persons are authorized to speak about nonpublic material information on behalf of Nomura Group. Representative Executive Officers (daihyo-shikkoyaku), the Chief Financial Officer, each of the senior/executive managing directors responsible for Group Corporate Communications and IR, each of the heads of the Group Financial Planning Strategy Department, Group Corporate Communications Department and Investor Relations Department, and their designees are the persons authorized to speak on behalf of Nomura Group to members of the IR Audience, in accordance with the responsibilities of their respective offices.
- In the event that an authorized person shall disclose nonpublic material information regarding Nomura Group pursuant to Paragraph 4 above, the chairman of the Committee shall be consulted about the manner, timing, contents and etc., of such disclosure; provided, however, that when the chairman of the Committee is unable so to act, the authorized person may consult any member of the Committee.
- Presentations and scripted material including nonpublic material information of Nomura Group should be submitted in advance to the chairman of the Committee to guard against unlawful disclosure of nonpublic material information. The chairman of the Committee may direct as necessary that such materials should be modified.
- Notwithstanding the provisions of the preceding two Paragraphs, overseas subsidiaries of Nomura Group may disclose nonpublic material information prior to consultation with the chairman of the Committee, in case such disclosure is required by local laws, rules or regulations or orders from any local authority. Provided, however, such overseas subsidiaries shall immediately report to the chairman of the Committee of such disclosure and the Company shall make such information broadly available to the public in accordance with Paragraph 3.
- Nomura Group generally does not release earning projections. Nomura Group may provide forward-looking information such as earnings projections to members of the IR Audience or information which enable them to evaluate prospects for Nomura Group's performance, provided that the forward-looking information will be identified as such and accompanied with meaningful cautionary language warning members of the IR Audience of the risk that the statements could change materially.
- The Committee shall make arrangements to inform persons authorized to speak on behalf of Nomura Group regarding this Policy and applicable laws, rules and regulations.
- The chairman of the Committee shall maintain the appropriate flow of information within Nomura Group by asking each Divisional Head, Regional Head and member of subsidiary management to i) reconfirm the matters to be referred to the Board of Directors and Executive Management Board of the Company and ii) take various appropriate steps including thorough transmission of information to the Committee as to the occurrence of facts that must be disclosed. Each Divisional Head, Regional Head and member of subsidiary management shall establish necessary measures to ensure that material information subject to disclosure is properly reported to the Committee with respect to each relevant entity, division or region.
- The chairman of the Committee may delegate the powers vested in the chairman by this Policy (excluding those related to documents set forth in Schedule B) to the head of the Group Corporate Communications Department of the Company.
Effective Date: October 1, 2001
Final Amendment Date: April 1, 2016
Material information in this policy is information regarding the facts prescribed by Paragraph 2 of Article 166 and Paragraph 2 of Article 167 of the Financial Instruments and Exchange Act of Japan, its rules and regulations and so prescribed by laws and regulations of the relevant jurisdictions.
Form 20-F under the U.S. Securities Exchange Act of 1934
Annual Securities Report (Yukashoken-Hokokusho) and Quarterly Securities Report (Shihanki-Hokokusho) under the Financial Instruments and Exchange Act of Japan
Business Report (Jigyo-Hokoku) under the Companies Act of Japan
Any other document deemed to be necessary by the Committee