The Nomura Group Conflicts of Interest Management Policy

1. Purpose

The Nomura Group provides clients with financial services globally through a variety of Nomura Group companies, including financial instruments business operators and banks, based on our philosophy of "putting clients at the heart of everything we do". The Nomura Group consists of several financial institutions and other companies, therefore there is a risk that a wide variety of conflicts of interest may arise. Nomura Holdings Incorporated ("NHI"), with the ultimate objective of ensuring fair treatment of all clients across the Nomura Group, shall establish the Conflicts of Interest Management Policy in order to take reasonable measures to avoid potential conflicts of interest.

2. In-Scope Transactions, Including Advisory Contracts, Giving Rise to Potential Conflicts of Interest

The various scenarios that give rise to potential conflicts of interest within the Nomura Group are categorized below:

  • (1) Any transaction that may result in a conflict between the interest of two or more clients within a Nomura Group company
  • (2) Any transaction that may result in a conflict between the interest of clients of a Nomura Group company and another Nomura Group company.
  • (3) Any transaction that may result in a conflict between the interest of the Nomura Group and a client
  • (4) Any other transaction between Nomura Group and a client that may eventually harm clients' interests unfairly

3. In-Scope Group Companies Where There is a Requirement for Conflicts of Interest Management

Management of conflicts of interest is required for Nomura Group companies that fall into any of the following categories:

  • (1) Financial instruments business operators
  • (2) Banks
  • (3) Overseas subsidiaries equivalent to above (1) or (2) above
  • (4) Subsidiaries that are engaged in advisory and finance-related business other than (1), (2) and (3), and Subsidiaries where management of conflicts of interest is deemed necessary

4. Measures for the Management of Conflicts of Interest

Through one or more of the following measures, the Nomura Group shall aim to prevent adverse effects arising from conflicts of interest issues.

  • (1) Establishing information barriers to prevent or control the exchange of information between businesses or persons engaged in activities where a conflict of interest would otherwise arise.
  • (2) Changing the terms and conditions of Nomura Group's involvement in a transaction.
  • (3) Terminating either one of transactions giving rise to the conflict.
  • (4) Disclosing the potential conflicts of interest to all affected parties.
  • (5) Monitoring internal information holders.

5. The Management System for Conflicts of Interest

In order to manage conflicts of interest within Nomura Group properly, NHI shall:

  • (1) Require each Nomura Group company defined in section 3 above to develop a management system for conflicts of interest within the specific company.
  • (2) Establish a Conflicts of Interest Controlling Department and centrally manage transactions that have potential conflicts of interest according to the measures detailed in section 4 above within the Nomura Group.