野村控股向SEC提交6-K，仅为年度《公司治理报告》英文译本，无新增业绩、指引或交易信息

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6-K
1
d152815d6k.htm
FORM 6-K
Form 6-K
FORM
6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule
13a-16
or
15d-16
of
the Securities Exchange Act of 1934
Commission File Number:
1-15270
For the month of October 2026
NOMURA HOLDINGS, INC.
(Translation of registrant’s name into English)
13-1,
Nihonbashi
1-chome
Chuo-ku, Tokyo
103-8645
Japan
(Address of
principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F
or Form
40-F.
Form 20-F
X
Form
40-F
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by
Regulation
S-T
Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7):
Information furnished on this form:
EXHIBIT
Exhibit Number
1.
(English Translation) Corporate Governance Report
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NOMURA HOLDINGS, INC.
Date: October 22, 2026
By:
/s/ Akito Bato
Akito Bato
Senior Managing Director
[Translation of the Corporate Governance Report filed with the Tokyo
Stock Exchange on October 22, 2026]
This document is a translation of the Japanese language original prepared solely for convenience of
reference. In the event of any discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail.
CORPORATE GOVERNANCE REPORT
Nomura Holdings, Inc.
Last updated: October 22, 2026
Nomura Holdings, Inc.
Kentaro Okuda, Representative Executive Officer,
President and Group CEO
Contact:
81-3-5255-1000
Securities Code: 8604 (Tokyo Stock Exchange)
https://www.nomuraholdings.com/en/investor.html
The status of the corporate governance of Nomura Holdings, Inc. (the “Company”) is as described below.
I
Underlying Concept of Corporate Governance, Capital Structure, Corporate Attributes, and Other Fundamental
Information
•
1. Underlying Concept
The Company recognizes that enhancement of corporate governance is one of the top priorities for the Company to achieve its management visions
“to enhance corporate value by deepening society’s trust in the firm and increasing the satisfaction of stakeholders, including that of shareholders and clients.” On this basis, the Company is committed to strengthening and
improving its governance framework which ensures effectiveness of management oversight and transparency in the Company’s management and at the same time pursues sustainable growth and expedited decision-making process within the Nomura Group.
The Company, recognizing the perspectives of various stakeholders beginning with shareholders and clients, established the “Nomura
Holdings Corporate Governance Guidelines” (“the Guidelines”) for the purpose of setting forth an effective corporate governance framework as a structure for transparent/fair and timely/decisive decision-making, and contributing to
the realization of that.
The full text of the Guidelines is available on the Company’s website.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
In addition, the Company has established the “Nomura Group Code of Conduct” as a code of conduct to be observed by each director,
officer and employee of the Nomura Group. This is a guideline for Nomura Group directors, officers and employees to translate the Nomura Group Corporate Philosophy into actions. All of our business activities are carried out based on the Group Code
of Conduct, and through compliance with the Code, we endeavor to fulfill the various responsibilities in relation to, not only shareholders, but to various stakeholders.
The full text of Nomura Group Code of Conduct is available on the Company’s website.
https://www.nomuraholdings.com/en/company/basic/main/04/teaserItems2/00/linkList/0/link/coc.pdf
[Reasons for
Non-Compliance
with the Principles of the Corporate Governance Code]
The Company has complied with all principles of the Corporate Governance Code.
In addition, this Report is prepared based on the Corporate Governance Code (June 2021 version)
[Disclosures in accordance with Each Principle of the Corporate Governance Code]
Disclosures in accordance with each principle of the Corporate Governance Code are as follows.
[Principle
1-4]
(Cross-Shareholdings)
(1)
Policy for Strategic Shareholdings
Please refer to Article 26 “Basic Policy for Strategic Shareholdings” of the Guidelines and “Basic Policy for Strategic
Shareholdings” on the Company’s website.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
https://www.nomuraholdings.com/en/company/cg/stsh.html
The Company set a target in 2022 to reduce the names of strategic shareholdings held (including unlisted names) by 25% in the 5 years from
April 1, 2022 to March 31, 2027. Based on regular quantitative and qualitative analyses of all shareholdings, we proceeded with the reduction while determining whether to sell or continue holding each shareholding. As a result, we achieved
our target one year ahead of schedule in the fiscal year ending March 2026. Going forward, where it has been determined to be reasonable upon consideration of the impact on the market and other circumstances, we will continue the sale of strategic
shareholdings.
(2)
Assessment of the content of Strategic Shareholdings
Based on the “Basic Policy for Strategic Shareholdings” above, the Company holds the Investment Securities Committee and reviews
the appropriateness of holdings and conducts a quantitative analysis on the return on required capital and assesses other qualitative factors such as the benefits and risk accompanying holdings.
In addition, the Board of Directors, concerning individual strategic shareholdings, will examine the content considered at the Investment
Securities Committee.
1
(3)
Basic Policy regarding the Exercise of Voting Rights for Strategic Shareholdings
Please refer to Article 27 “Basic Policy regarding the Exercise of Voting Rights for Strategic Shareholdings” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
[Principle
1-7]
(Related Party Transactions)
Please refer to Article 28 “Matters regarding Related-Party Transactions and Subsidiaries” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
[Supplementary Principle
2-4-1]
(Ensure Diversity in the
Promotion to Core Human Resources)
[Approach to Ensure Diversity]
We believe that diversity among our employees at Nomura, which has offices in various countries and regions around the world, is a source of
our competitiveness, innovation and advanced risk management. Our employees bring a wide range of backgrounds, including gender, nationality, race, age, gender identity, sexual orientation, belief, social status, disability, as well as education,
experience, capabilities and values. In July 2016, we adopted our “Declaration on Diversity and Inclusion” and have since been committed to enhancing our workplace environment through measures such as introducing hourly paid leave and a
partnership program. We place the idea that “diversity strengthens an organization” at the core of our values and aim to create a workplace where each employee feels a sense of belonging at Nomura and feels that being their authentic
selves is valued and respected. To achieve this, in addition to
top-down
initiatives led by our Working Group, centered on management, we also promote
bottom-up
initiatives through our Employee Networks.
Starting in fiscal year 2024, the promotion of inclusion has been incorporated into the
performance evaluation criteria for all officers and employees worldwide, encouraging contributions to a more inclusive workplace environment. In Japan, we also continue to provide the “Nomura Group Inclusion Training” to approximately
15,000 employees, which covers topics such as human rights, balancing work with childcare and caregiving, harassment and psychological safety, to deepen understanding and foster inclusive practices in the workplace. We are also promoting disability
inclusion initiatives. Regarding the promotion of female employees to managerial positions, Nomura Group has set numerical targets and is advancing various initiatives. Regarding the promotion of
mid-career
and foreign national employees to managerial positions, since Nomura Group already has employees with diverse careers, backgrounds and values, as a result of the above initiatives, the Company has not set specific targets in terms of promoting
employees especially with these attributes in management, however appoints management positions by considering their abilities and performance, regardless of nationality or whether they are hired by
mid-career
recruitment.
[Status of Voluntary and Measurable Goals for Ensuring Diversity, Approach to Human Resource Development, Internal
Environmental Development, and Implementation Status to Ensure Diversity]
(1)
Female employees
In Japan, each Nomura Group company formulates action plans under the Act on Promotion of Women’s Participation and Advancement in the
Workplace and promotes initiatives to support the advancement of women. At Nomura Securities, a core subsidiary, the proportion of women in managerial positions was 22.2%, and the proportion of women in branch/department manager positions was 12.1%
as of April 30, 2026, achieving the targets that had been set to date. The proportion of women in managerial positions in the Nomura Group, including overseas, was 24% as of March 31, 2026. The Nomura Group, including Nomura Securities,
remains committed to further closing the gender gap and aims to increase the proportion of women in managerial positions to 30% by 2030. In addition, the Nomura Group is implementing various group-wide measures to address issues such as work-life
balance and to enhance diversity in decision-making positions.
At domestic subsidiaries in Japan, including Nomura Securities, with
certain exceptions such as joint ventures, we are enhancing the workplace environment so that employees planning for childbirth and childcare can continue their careers without concern, regardless of gender, and are working to foster a workplace
culture that makes it easier to balance childcare and work. In light of these initiatives, in August 2025, Nomura Securities received the highest, third-level certification under the “Eruboshi” certification program based on the Act on
Promotion of Women’s Participation and Advancement in the Workplace.
As above, the Company has actively promoted initiatives to
create an environment where everyone can flourish regardless of gender. For the information on the detailed of the Company’s initiatives, please refer to “Others” in III.3. “Measures to Ensure Due Respect for the
Stakeholders’ Standpoint” of this Report, “Diversity, Equity and Inclusion (DEI).”
(2)
Mid-career
and overseas employees
The ratio of
mid-career
managers at Nomura Securities is over 33% (as of March 31, 2026). Among
over 28,000 directors, officers and employees, more than 13,000 individuals work worldwide. In addition, in the overseas offices, the ratio of locally-hired managers (Managing Directors in the overseas offices) is over 90% (as of March 31,
2026).
(3)
Other matters
For the information on the detailed of the Company’s initiatives, plan for human resource and internal environmental development, and
status of ensuring diversity, please refer to “Others” in III.3. “Measures to Ensure Due Respect for the Stakeholders’ Standpoint” of this Report, “Talent Management,” “Diversity, Equity and Inclusion
(DEI)”, “Employee-Friendly Work Environment” and “ESG Data” on the Company’s website.
https://www.nomuraholdings.com/en/sustainability/employee/employee.html
https://www.nomuraholdings.com/en/sustainability/employee/di.html
https://www.nomuraholdings.com/en/sustainability/employee/support.html
https://www.nomuraholdings.com/en/sustainability/data.html
2
[Principle
2-6]
(Roles of Corporate Pension Funds as
Asset Owners)
For the Company’s corporate pension fund, in order to realize payments such as the certain payment of pension benefits
over the future and to realize investment management that makes the interests of participants/beneficiaries’ top priority, operations will be carried out by assigning qualified persons. In addition, for the selection of asset managers, it has
been decided that selections constrained by the business relationship with the pension fund manager will not be carried out, and the policy is to take into consideration factors such as aspects of the Stewardship Code, such as the status of
responses and initiatives, and policy in relation to ESG, as necessary. On the basis of these kinds of policies, monitoring of activities including the stewardship activities of asset managers will be implemented and initiatives will be undertaken
to make sure that the corporate pension funds perform their roles as asset owners.
[Principle
3-1]
(Full Disclosure)
These items have been disclosed as follows.
(1)
Management Philosophy and Management Strategies and Management Plans
Management Philosophy: Please refer to the “Nomura Group Corporate Philosophy,” “Our Founder’s Principles,” and
the “Nomura Group Code of Conduct” on the Company’s website.
https://www.nomuraholdings.com/en/company/basic.html
Management Strategies and Management Plans: Please refer to the materials on the Company’s website “Presentations.”
https://www.nomuraholdings.com/en/investor/presentation.html
(2)
Underlying Concept of Corporate Governance and Basic Policies
Please refer to the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
(3)
Policies and Procedures to determine Compensation for Senior Executives and Directors
Please refer to II.1. “Remuneration of Directors and Executive Officers” of this Report.
The Company does not provide business-performance-based bonuses to the director of the Audit Committee member and outside directors. Further,
the Company abolished retirement bonuses in 2001.
(4)
Policies and Procedures to Appoint/Dismiss the Senior Management and Nominate the Director Candidates.
Please refer to Article 2 “Role of the Board of Directors,” Article 9 “Role and Composition of the
Nomination Committee,” and Article 10 “Appointment/Dismissal of Officers such as the Group CEO and Succession Plan.”
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
(5)
Explanations with respect to Individual Appointments/Dismissals and Nominations in the Appointment/Dismissal of
the Senior Management and Nomination of Director Candidates
For explanations for nominating director nominees including
directors concurrently serving as Representative Executive Officers, please refer to the “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/en/investor/shareholders/shm.html
[Supplementary Principle
3-1-3]
(Initiatives related to Sustainability)
(1)
Initiatives Towards Sustainability
The Company has established a basic policy on Sustainability in Article 24“Initiatives Towards Sustainability”of the Guidelines,
which is resolved by the Board of Directors. Further, the Company has established the Sustainability Committee to deliberate and decide on strategies related to sustainability initiatives. The Committee is chaired by the Group CEO and consists of
members designated by the Group CEO, including members of the Executive Management Board. The Committee has, based on the opinions of the Board of Directors, established the “Nomura Group Sustainability Statement,” which sets forth the
direction of our company’s sustainability activities and policies for responding to environmental and social risks. For the basic sustainability policies and initiatives, please refer to the Guidelines, the “Nomura Sustainability
Report”, and materials on the Company’s website “Sustainability,” and the section entitled “PART I. Corporate Information Item 2. Operating and Financial Review 2. View on Sustainability and Efforts” in the Form
6-K
English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
https://www.nomuraholdings.com/en/investor/library/ar.html#library_02
https://www.nomuraholdings.com/en/sustainability.html
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
3
(2)
Investments in human capital and intellectual property, etc.
In order to put our Group Purpose into action and to maximize our corporate value, we believe that it is essential to enhance the competitive
strength of our employees (human capital) in order to enhance productivity, build value for our clients and shareholders, and enrich our risk management culture by realizing the potential of our dedicated and professional workforce. In this context,
we are implementing various initiatives within the human resource management cycle of recruitment, talent development, performance appraisal, and mobility and advancement. In terms of recruitment, we practice department or
job-specific
hiring to acquire and develop talents who can demonstrate advanced expertise after joining the company, and we are also strengthening
mid-career
recruitment.
Additionally, in the area of development, we aim to create a self-sustaining decentralized organization in which every single employee has a high level of expertise and leadership. To achieve this, we have reorganized our training programs by
hierarchy for new employees, instructors, and managers, and are working to enhance departmental expertise through department-specific training and to promote self-directed career development through enriched self-selection training. As an example of
self-selection training, we have introduced “Digital IQ University,” an
e-learning
program for all employees aimed at nurturing digital talents. For other matters, please refer to the materials on
the Company’s website “Presentations” and the section entitled “PART I. Corporate Information Item 2. Operating and Financial Review 2. Views on Sustainability and efforts (5) Human Capital Initiatives” in the Form
6-K
English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act.
https://www.nomuraholdings.com/en/investor/presentation.html
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
(3)
Information disclosure based on TCFD
Please refer to the “Nomura Sustainability Report” on the Company’s website “Nomura Report (Integrated Report)”.
From 2024, disclosures based on TCFD have been integrated into the “Nomura Sustainability Report”.
https://www.nomuraholdings.com/en/investor/library/ar.html#library_02
[Supplementary Principle
4-1-1]
(Roles and Responsibilities of
the Board)
At the Company, the decision-making authority for all matters, except for matters which must be referred to the Board of
Directors, are delegated to the executive officers. For the reference matters of the Board of Directors, please refer to Article 10 of the Regulations of the Board of Directors.
https://www.nomuraholdings.com/en/company/cg/regulations.html
[Principle
4-9]
(Independence Standards and Qualification for Independent Directors)
Please refer to II.1. “Matters relating to Independent Directors” in this Report.
[Supplementary Principle
4-11-1]
(Ensuring Diversity of the
Board)
Please refer to Article 3 “Composition of the Board of Directors” of the Guidelines.
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 with expertise and/or experience in areas such as management, global, financial industry, accounting/finance, legal systems/regulation, internal controls including risk management, digital / IT / DX, and
sustainability. Seven out of the current eleven directors of the Company’s Board of Directors, which constitutes a majority, are outside directors, and out of the seven outside directors, there is a diverse composition of three
non-Japanese
directors and three female directors.
[Supplementary Principle
4-11-2]
(Status of Concurrent Positions of Directors)
For
concurrent positions held by directors, please refer to the “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/en/investor/shareholders/shm.html
[Supplementary Principle
4-11-3]
(Evaluation of the
Effectiveness of the Board)
Please refer to Article 6 “Self-Evaluation” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
Further, the summary of the results of the analysis and evaluation of the effectiveness of the Board for the fiscal year ended March 31,
2026 are as follows:
< Summary of the Results of the Analysis/Evaluation Regarding the Effectiveness of the Board of Directors during
the Fiscal Year Ended March 31, 2026 (“FY 2026”)>
In the second half of FY 2026, the Company conducted the Board
Effectiveness Review during FY 2026.
The evaluation of the effectiveness of the Board of Directors is conducted in the form of a
self-evaluation by each director on the following items, followed by discussions at the Board of Directors meeting.
1.
Overall Evaluation of the Board of Directors
(1)
Whether the Board of Directors contributes to the Group’s sustainable growth and the improvement of
corporate value
(2)
Whether the directors have a shared understanding of the ideal role of the Board of Directors, including
authority, functions, etc.
(3)
Whether the authority is appropriately delegated from the Board of Directors to the management
4
2.
Composition and Operation of the Board of Directors
(1)
Whether the number of attendees at meetings of the Board of Directors, including executive officers and senior
managing directors, is appropriate (Example: October 2025, 34 attendees in total (Nomura Holdings, Inc. (NHI): 12 directors, Nomura Securities Co., Ltd. (NSC): 15 directors (excluding those serving concurrently as NHI directors) and 7 executives
(excluding those attending only for certain agenda items))
(2)
Whether the composition of the Board of Directors (e.g., composed of corporate managers, financial experts,
legal experts) and the ratio of outside directors (NHI: 8 outside directors/12 directors in total; NSC: 2 outside directors/19 directors in total), is appropriate
(3)
Whether the frequency of meetings is appropriate (approximately 10 meetings in the current fiscal year)
(4)
Whether the meeting agenda and framework (number of matters to be resolved and matters to be reported, content,
time allocation) is appropriate
(5)
Whether the Chairman enhances the quality of the Board of Directors’ discussions and leads the Board
effectively and efficiently
(6)
Whether the Board of Directors Secretariat provides sufficient support such as advance briefing and provision
of information
3.
The Board of Directors’ involvement in the Management Goals and Strategies
(1)
Whether the Board of Directors clearly communicates its expectations and concerns regarding the management
goals and strategies set by the executives, and contributes to their achievement
(2)
Whether dialogue with executives from a shareholder perspective is appropriate and whether the Board of
Directors ensures executives’ accountability to shareholders
(3)
Whether the Board of Directors discusses management strategies and management goals at its meetings based on
the PDCA
(plan-do-check-act)
cycle
(4)
Whether the Board of Directors properly monitors the adequacy and progress with regard to various management
benchmarks, such as financial statements, share price, ROE, and risk appetite, and the appropriateness of the allocation of management resources
(5)
Whether the Board of Directors conducts analysis of the company’s performance from a long-term
perspective
4.
Management Oversight Functions of the Board of Directors
(1)
Whether the Board of Directors asks questions and states opinions to executive officers from the perspective of
management oversight
(2)
Whether the information provided is sufficient to understand the company’s financials and business
challenges/trends, and to perform effective oversight (Example: quality, quantity, and timing of information provided inside and outside the Board of Directors; support systems such as guidance on training programs and provision of information;
reports on important matters; holding Board of Directors meetings overseas)
(3)
Whether mutual understanding with the management is deepened in order for the management oversight function of
the Board of Directors to be performed effectively
(4)
Whether the management provides sufficient explanation and report on the matters pointed out at the Board of
Directors thus far
(5)
Whether the Board of Directors appropriately assesses the discussions at the Investment Securities Committee
with respect to each strategic shareholding
(6)
Whether the internal controls are effective, and whether their establishment and operation are appropriate
(7)
Whether the content and frequency of sustainability-related reports and the level of involvement of the Board
of Directors are appropriate
5.
Each Committee
(1)
Whether the activities of the Committee contribute adequately to the qualitative improvement of corporate
governance
(2)
Whether the composition of the members of the Committee is appropriate
(3)
Whether the frequency and content of reports to the Board of Directors are appropriate
(4)
Whether the agenda items for Committee meetings are selected appropriately
(5)
Whether the discussion at the Committee is exhaustive and sufficient
(6)
Whether the Committee Secretariat provides sufficient support to the Committee member such as advance briefing
and provision of information
6.
Monitoring Dialogue with Stakeholders
(1)
Whether sufficient information is provided to stakeholders such as investors/rating agencies/regulatory
authorities
(2)
Whether the content and frequency of feedback to the Board of Directors on matters such as the opinions of
investors/rating agencies are appropriate
7.
Meetings of the Outside Directors
(1)
Whether discussions at the Outside Directors Meetings are conducted appropriately
5
In response to the results of the FYE 2025.03 Board Effectiveness Review, in FYE 2026.03,
the Board of Directors held multiple discussions regarding the progress toward realizing the management vision for 2030 (“Reaching for Sustainable Growth”) and conducted several monitoring sessions on management benchmarks. In addition,
with respect to dialogue with stakeholders, we further enhanced the involvement of outside directors and held multiple discussions at the Board regarding the status of such dialogue, thereby continuing efforts to ensure the Board fully exercises its
supervisory function.
In the FYE 2026.03 Board Effectiveness Review, particularly with respect to contributions to the Group’s
sustainable growth and enhancement of corporate value, as well as analysis of company performance from a long-term perspective, further improvements in evaluation were confirmed, and overall, a high level of evaluation continues to be maintained.
There were also many opinions appreciating the initiatives based on the FYE 2025.03 effectiveness evaluation and the prompt sharing of information with the Board. As challenges for further enhancement of Board functions, it was pointed out that, as
a global company, there is a need to further deepen oversight taking into account the characteristics of the Group’s overall business portfolio and growth areas, as well as to further strengthen Board operations to enhance the quality of
deliberations.
Based on these results, we will continue to devise ways to further enhance the management oversight function of the Board
of Directors, such as setting agenda items from a more global perspective and improving the effectiveness of Board operations.
Taking
these initiatives into account, the Board of Directors evaluates that the effectiveness of the Board of Directors is fully ensured.
[Supplementary Principle
4-14-2]
(Training for Directors)
Please refer to Article 18 “Training of Directors” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
[Principle
5-1]
(Policy for Constructive Dialogue with Shareholders)
(1)
Policy for Constructive Dialogue with Shareholders
Please refer to Article 22 “Dialogue with Shareholders” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
(2)
Implementation, etc. of Dialogue with Shareholders
We actively reach out to our shareholders and other investors. We take the constructive feedback and share it internally, including with the
Board of Directors, in order to support our management strategy. For the communication during the fiscal year ended March 31, 2026, please refer to the “Nomura Report 2026” (page 26) on the Company’s website “Nomura
Report (Integrated Report)”.
https://www.nomuraholdings.com/en/investor/library/ar.html
Presentation summary and Q&As (summary and
on-demand
distribution of telephone conference),
management strategies presentation (video), and “Nomura Group Governance” explained in the dialogues with shareholders are also disclosed on the Company’s website “Financial Results” and “Presentations”.
https://www.nomuraholdings.com/en/investor/summary/finance.html
https://www.nomuraholdings.com/en/investor/presentation.html
Concerning other engagements regarding the Company’s corporate governance, including the items below, they have been published in places including this
report, the Annual Securities Report, the Integrated Report (Nomura Report), and the Company’s website.
[Principle
2-3]
(Sustainability Issues, Including Social and Environmental Matters)
Please refer to Article 24
“Initiatives Towards Sustainability” of the Guidelines and “Environmental conservation initiatives and CSR activities” in III.3. “Measures to Ensure Due Respect for the Stakeholders’ Standpoint” of this
Report and the section entitled “PART I. Corporate Information Item 2. Operating and Financial Review 2. Views on Sustainability and efforts” in the Form
6-K
English translation of certain items
disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
[Principle
2-4]
(Ensuring Diversity, Including Active Participation of Women)
Please refer to Article 23 “Nomura Group Corporate Philosophy and the Nomura Group Code of Conduct” of the Guidelines, and “Status of the
Appointment of Female Directors and Officers” and “Diversity, Equity and Inclusion” in III.3. “Measures to Ensure Due Respect for the Stakeholders’ Standpoint” of this Report and the section entitled “PART
I. Corporate Information Item 2. Operating and Financial Review 2. Views on Sustainability and efforts (5) Human Capital Initiatives” in the Form
6-K
English translation of certain items disclosed
in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act.
6
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
[Action to Implement Management That is Conscious of Cost of Capital and Stock Price]
Content of Disclosure: Disclosure of Initiatives (Update)
Availability of English Disclosure: Available
Date of Disclosure
Update: October 22, 2026
We have been steadily advancing our efforts to capture business opportunities globally, while establishing a business model that
can consistently achieve return on equity (ROE) of 8–10%+ toward 2030, and setting, in May 2024 as a target of over ¥500 billion of income before income taxes. As a result, our performance for the fiscal year ended March 2025 was ROE
of 10.0% and pretax profit of ¥472.0 billion, and for the fiscal year ended March 2026, ROE of 10.1% and pretax profit of ¥539.8 billion. We are now in a position where the stable achievement of the initially set quantitative
targets is highly likely. In light of this situation, in May 2026, we updated the quantitative targets and set forth as new management quantitative targets toward 2030 the achievement of ROE of
10-12%+
and
over ¥750 billion of income before income taxes.
As a financial institution based in Japan, we see its cost of equity to be at around 10%, and
our mission is to generate returns to shareholders that are greater than the cost of equity. However, ROE may be of limited use in that it does not necessarily reflect financial soundness. In order to avoid the excessive pursuit of capital
efficiency with the aim of improving ROE at the expense of financial soundness, we attach importance to the creation of corporate value, giving due consideration to financial soundness, and thereby improving ROE. In order to achieve income before
income taxes of over ¥750 billion, we have to implement growth strategies that go beyond the existing organizational framework more swiftly and steadily, and aim to further improve our earnings generation capacity and achieve sustainable
growth.
In addition, PBR is a metric influenced by factors such as ROE, cost of equity and expected growth rate. As of June 30, 2026, the
Company’s PBR was 1.08 times.
As we head toward 2030, we will continue our initiatives to achieve and stably maintain an ROE of
10-12%+,
as well as income before income taxes of over ¥750 billion, aiming to further enhance corporate value.
With regard to Implementation of Management that is Conscious of Cost of Capital and Stock Price, please refer to “Investor Day May 29, 2026”
(page
1-3),
the “Nomura Investment Forum 2025” (page
8-18)
and the “CFO Message” (page 20-25) in the “ (Nomura Report 2026” under the
Company’s website “Nomura Report (Integrated Report)”, under the Company’s website “Presentations.”
https://www.nomuraholdings.com/en/investor/presentation.html
https://www.nomuraholdings.com/en/investor/library/ar.html
•
2. Capital Structure
Ratio of Shares held by Foreign Investors
39.13%
<Major Shareholders>
Name
Number of Shares
Percentage
The Master Trust Bank of Japan, Ltd. (Trust Account)
482,524,000
16.62
Custody Bank of Japan, Ltd. (Trust Account)
155,108,000
5.34
State Street Bank And Trust Company 505001
88,304,000
3.04
The Bank of New York Mellon as Depositary Bank for DR Holders
79,924,000
2.75
JPMorgan Securities Japan Co., Ltd.
51,361,000
1.77
JP Morgan Chase Bank 385781
43,207,000
1.48
Goldman Sachs Japan Co., Ltd. BNYM
34,407,000
1.18
The Nomura Trust and Banking Co., Ltd. (Investment Trust Account)
32,425,000
1.11
State Street Bank And Trust Company 505103
27,835,000
0.95
JP Morgan Chase Bank 385642
27,113,000
0.93
Controlling shareholder other than the parent company
None
Parent company
None
Supplementary Explanation
Information concerning major shareholders is as of March 31, 2026. Numbers of shares are rounded down to the nearest
thousands.
The Company has 186,846 thousand shares of treasury stock as of March 31, 2026 which is not included in the major shareholders list
above.
According to a statement on Schedule 13G (Amendment No.11) filed by BlackRock, Inc. with the SEC on April 23, 2025, BlackRock, Inc. owned
227,858,398 shares, representing 7.20% of the issued shares of the Company’s common stock. However, the Company has not confirmed the status of these shareholdings as of March 31, 2026.
7
According to a statement on Schedule 13G (Amendment No.4) filed by Sumitomo Mitsui Trust Group, Inc. with
the SEC on February 5, 2026, Sumitomo Mitsui Trust Group, Inc. owned 155,735,000 shares, representing 4.90% of the issued shares of the Company’s common stock. However, the Company has not confirmed the status of these shareholdings as of
December 31, 2026.
•
3. Corporate Attributes
Listed exchanges and market section
Tokyo Prime, Nagoya Premier
Fiscal year end
March
Industry
Securities and Commodity Futures
Number of employees (consolidated)
Over 1,000
Sales (consolidated)
Over 1 trillion yen
Consolidated subsidiaries
Over 300
•
4. Guidelines Regarding Measures to Protect Minority Shareholders in the Event of Transactions with the
Controlling Shareholder
—
•
5. Other Special Conditions with Potentially Significant Effects on Corporate Governance
The Company holds 50.5%* of voting rights (as of March 31, 2026, the same shall apply hereafter) of Sugimura Warehouse Co., Ltd.
(Industry Sector: Warehousing & Harbor Transportation Services. Hereinafter referred to as “Sugimura Warehouse”), a company listed on the Standard Market of the Tokyo Stock Exchange, making it a consolidated subsidiary. In
addition, the Company holds 23.1%* of the voting rights of Nomura Research Institute, Ltd. (Industry Sector: Information & Communication. Hereinafter referred to as “NRI”) and 37.6% of the voting rights of Nomura Real Estate
Holdings, Inc. (Industry Sector: Real estate. Hereinafter referred to as “Nomura Real Estate Holdings”), both listed on the Prime Market of Tokyo Stock Exchange, making them equity-method affiliates. (The above three companies are
collectively referred to as the “Listed Companies”.) *Including the portion held by the Nomura Group
Although the Nomura Group consists of the
Company, the holding company, and its consolidated subsidiaries primarily engaged in businesses related to financial services, and pursues integrated business operations under the unified strategic focus as “Nomura Group”, the Company is
not directly involved in the decision-making process of the listed subsidiary, Sugimura Warehouse, from the standpoint of protecting its minority shareholders and respecting its autonomy and independence. In addition, NRI and Nomura Real Estate
Holdings, listed affiliated companies, are independent companies outside the Nomura Group, and the Company is not directly involved in their decision-making processes. The Company expresses its opinions on their management through the exercise of
its voting rights at their General Meetings of Shareholders. As for resolutions to be submitted to the General Meetings of Shareholders including proposals for the appointment and dismissal of directors, the Company decides whether to vote for from
the perspective of whether each resolution contributes to the enhancement of the corporate value of the Listed Companies or not.
In addition, the Company
and any Listed Company have not concluded important agreements that could affect the Listed Company’s governance, and they share management policies and strategies, etc., through the collaborative relationship to the extent necessary. The
Listed Companies deliberate and determinate their business strategies, financial strategies and capital policies, etc., independently from the Company, under their own governance structure. Regarding the governance structure of the Listed Companies,
please refer to the disclosure materials of the Listed Companies, including their Corporate Governance Reports.
[Listed subsidiary]
Sugimura Warehouse, a consolidated subsidiary of the Company, engages in logistics business centered around cargo storage, cargo handling, and freight car
transportation. The Company made Nomura Land and Building Co., Ltd. (current Nomura Properties, Inc. which holds shares in Sugimura Warehouse) a consolidated subsidiary in May 2011, as the result of which Sugimura Warehouse also became a
consolidated subsidiary. Sugimura Warehouse develops its business, maintaining a cooperative relationship with Nomura Properties Inc. (a wholly-owned subsidiary of the Company), which provides facility management services to the Nomura Group.
Sugimura Warehouse contributes to the stabilization of the business performance of the Nomura Group through its operations in a business environment different from that of Nomura Group’s main businesses.
Since it was listed in 1949 on the Osaka Securities Exchange, whose spot market was integrated into the Tokyo Stock Exchange in 2013, Sugimura Warehouse has
been maintaining its listing. The Company believes that, even if considering the costs of maintaining the listing, etc., there is rationale for maintaining Sugimura Warehouse as a publicly listed subsidiary mainly from the perspective of improvement
of corporate value through enhancement of its name recognition and social credibility, securing flexible financing methods, expansion of business partners, maintenance and improvement of employee motivation, and securing talented personnel.
[Listed affiliated companies]
1. NRI
The Nomura Group receives services and products from the NRI Group. Furthermore, the Nomura Group and NRI Group have a collaborative relationship through the
operation of a joint venture company, etc. The Company plans to continue the capital relationship with NRI, which is one of the important business partners of the Nomura Group. In addition, the terms of transactions between the Nomura Group and NRI
Group are determined in accordance with the same standards applied to transactions with third parties.
8
2. Nomura Real Estate Holdings
The Nomura Group and Nomura Real Estate Group have a collaborative relationship through real estate-related business in the Wealth Management Division and real
estate fund management business by a joint venture company in the Investment Management Division, etc. The Company plans to continue the capital relationship with Nomura Real Estate Holdings, which is one of the important business partners of Nomura
Group. In addition, the terms of transactions between the Nomura Group and Nomura Real Estate Group are determined in accordance with the same standards applied to transactions with third parties.
II
Organizations regarding Managerial Decision Making, Execution, Management and Status of Other Corporate Governance
System
•
1. Organizational structure and management
Organizational structure
Company with Three Board Committees
<Directors>
Number of seats on the Board of Directors pursuant to the Company’s Articles of Incorporation
20
Term of office of directors pursuant to the Company’s Articles of Incorporation
1 year
Chairman of the meetings of the Board of Directors
Chairman of the Board of Directors
(kaicho)
(except when concurrently serving as a president)
Number of directors in office
11
<Outside Directors>
Number of outside directors in office
7
Number of outside directors qualifying as independent directors
7
Relationship with the Company (1)
Name
Attribution
Relationship with the company
(*)
a
b
c
d
e
f
g
h
i
j
k
Victor Chu
External
Patricia Mosser
Scholar
Takahisa Takahara
External
Miyuki Ishiguro
Lawyer
Masahiro Ishizuka
CPA
Taku Oshima
External
Nellie Liang
Other
*
Choices concerning the relationship with the company.
*
For each item, “
¡
” in the event that
“currently/recently” corresponds for the Outside Director and “
r
” in the event that “in the past” corresponds for the Outside Director.
*
For each item, “●” in the event that “currently/recently” corresponds for the
close relative of an Outside Director and “
p
” in the event that “in the past” corresponds for the close relative of an Outside Director.
a -
Executive of the Listed Company or its subsidiary
b -
Executive or
Non-Executive
Director of the parent company of the Listed
Company
c -
Executive of a fellow subsidiary of the Listed Company
d -
A legal or natural person whose major business partner is the Listed Company or an Executive of such a legal
person
e -
Major business partner of the Listed Company or an Executive of such major business partner
f -
A consultant, accountant or legal expert receiving a large amount of compensation or other assets from the
Listed Company, excluding director/officer compensation
g -
Major shareholder of the Listed Company (if such major shareholder is a legal entity, an Executive of such
legal entity)
h -
Executive of a business partner of the Company (which does not fall under (d), (e) or (f) above)
(applicable to the Director only)
i -
Executive of a company where there is a relationship of an Outside Director being mutually appointed
(applicable to the Director only)
j -
Executive of an institution receiving a donation from the Listed Company (applicable to the Director only)
k -
Other
9
Relationship with the Company (2)
Name
Committees
Supplementary description
Reason for appointment (if designated as an
independent
director, also including grounds for such designation)
*
1
*
2
*
3
*
4
Victor Chu
☑
☑
None
<Reason for appointment as an outside director>
Mr. Chu established First Eastern Investment Group, an international investment company, and apart from serving as its Chairman and CEO for many years,
has held key positions in Hong Kong financial circles, such as key positions at the Hong Kong Stock Exchange and the Securities and Futures Commission, Hong Kong. He has extensive experience with respect to corporate management and the finance
industry, and also has a high degree of expertise with regard to law, regulation, and corporate governance, and such achievements and related insights have been evaluated highly both within and outside of the Company.
The Company believes that he will continue to apply his extensive experience and high
degree of expertise and independence to perform a full role as an outside director in determining important managerial matters and overseeing the business execution of the Company.
<Reason for designation as an independent director>
Mr. Chu satisfies the Independence Criteria for Outside Directors established by the Company. He is not considered to be in any situation where the degree
of independence required by the Exchanges would be called in doubt, and hence he is unlikely to have conflicts of interest with general investors and has been designated as an independent
director.
1
Nomination Committee
2
Compensation Committee
3
Audit Committee
4
Independent Director
10
Patricia Mosser
☑
None
<Reason for appointment as an outside director>
Ms. Mosser, apart from her current holding of positions such Special Research Scholar and Director of Central Banking at Columbia’s School of
International and Public Affairs, including the holding in the past of positions such as Deputy Director of the Office of Financial Research at the U.S. Department of the Treasury and Senior Vice President of the FRBNY, has many years of experience
as an economist and central banker, and such achievements and related insights have been evaluated highly both within and outside of the Company.
The Company believes that she will continue to apply her extensive experience and high degree of expertise and independence to perform a full role as an
outside director in determining important managerial matters and overseeing the business execution of the Company.
<Reason for designation as an independent director>
Ms. Mosser satisfies the Independence Criteria for Outside Directors established by the Company. She is not considered to be in any situation where the
degree of independence required by the Exchanges would be called in doubt, and hence she is unlikely to have conflicts of interest with general investors and has been designated as an independent director.
Takahisa Takahara
☑
☑
☑
None
<Reason for appointment as an outside director>
Mr. Takahara, including his current holding of the position of Representative Director, President & CEO of Unicharm Corporation, has extensive
experience with respect to corporate management, and such achievements and related insights have been evaluated highly both within and outside of the Company.
The Company believes that he will continue to apply his extensive experience and high level of independence to perform a full role as an outside director in
determining important managerial matters and overseeing the business execution of the Company.
<Reason for designation as an independent director>
Mr. Takahara satisfies the Independence Criteria for Outside Directors established by the Company. He is not considered to be in any situation where the
degree of independence required by the Exchanges would be called in doubt, and hence he is unlikely to have conflicts of interest with general investors and has been designated as an independent director.
11
Miyuki Ishiguro
☑
☑
☑
None
<Reason for appointment as an outside director>
Ms. Ishiguro, including her current holding of positions such as Partner of Nagashima Ohno & Tsunematsu and the holding in the past of positions
such as President of the Inter-Pacific Bar Association (IPBA), which is an international association of business and commercial lawyers, etc., and from her many years of experience as an attorney, she is well-versed in legal systems/regulations in
areas such as finance and capital markets, and such achievements and related insights have been evaluated highly both within and outside of the Company.
The Company believes that she will continue to apply her extensive experience and high level of independence to perform a full role as an outside director in
determining important managerial matters and overseeing the business execution of the Company.
<Reason for designation as an independent director>
Ms. Ishiguro satisfies the Independence Criteria for Outside Directors established by the Company. He is not considered to be in any situation where the
degree of independence required by the Exchanges would be called in doubt, and hence he is unlikely to have conflicts of interest with general investors and has been designated as an independent director.
Masahiro Ishizuka
☑
☑
None
<Reason for appointment as an outside director>
Mr. Ishizuka has held positions such as Vice Chairman of the Audit Standards Committee of the Japanese Institute of Certified Public Accountants and
Executive Officer, General Manager of the Reputation Quality Risk Management Headquarters of Deloitte Tohmatsu LLC (currently Deloitte Tohmatsu Group Japan LLC) and Deloitte Touche Tohmatsu LLC. In addition, he is well versed in international
accounting systems from his many years of experience as a Certified Public Accountant, and has a high degree of expertise with regard to international accounting systems corresponding to a Sarbanes-Oxley Act of 2002 financial expert, and such
achievements and related insights have been evaluated highly both within and outside of the Company.
The Company believes that he will continue to apply his extensive experience and high level of independence to perform a full role as an outside director in
determining important managerial matters and overseeing the business execution of the Company.
<Reason for designation as an independent director>
Mr. Ishizuka satisfies the Independence Criteria for Outside Directors established by the Company. He is not considered to be in any situation where the
degree of independence required by the Exchanges would be called in doubt, and hence he is unlikely to have conflicts of interest with general investors and has been designated as an Independent
Director.
12
Taku Oshima
☑
☑
☑
None
<Reason for appointment as an outside director>
Mr. Oshima has held positions including President and Representative Director of NGK INSULATORS, LTD. (currently NGK Corporation), and has extensive
experience with respect to corporate management, and such achievements and related insights have been evaluated highly both within and outside of the Company.
The Company believes that he will continue to apply his extensive experience and high level of independence to perform a full role as an outside director in
determining important managerial matters and overseeing the business execution of the Company.
<Reason for designation as an independent director>
Mr. Oshima satisfies the Independence Criteria for Outside Directors established by the Company. He is not considered to be in any situation where the
degree of independence required by the Exchanges would be called in doubt, and hence he is unlikely to have conflicts of interest with general investors and has been designated as an independent director.
Nellie Liang
☑
None
<Reason for appointment as an outside director>
Ms. Liang, including the holding in the past of positions such as Under Secretary for Domestic Finance at the U.S. Department of the Treasury, Director of
Division of Financial Stability of U.S. Federal Reserve Board (FRB), and Visiting Scholar of Monetary and Capital Markets at the International Monetary Fund (IMF), and has knowledge regarding finance-related regulations and many years of experience
as an economist, and such achievements and related insights have been evaluated highly both within and outside of the Company.
The Company believes that she will continue to apply her extensive experience and high level of independence to perform a full role as an outside director in
determining important managerial matters and overseeing the business execution of the Company.
<Reason for designation as an independent director>
Ms. Liang satisfies the Independence Criteria for Outside Directors established by the Company. She is not considered to be in any situation where the
degree of independence required by the Exchanges would be called in doubt, and hence she is unlikely to have conflicts of interest with general investors and has been designated as an independent director.
13
<Committees>
Composition of each committee and attributes of the committee chairman
Number of
members
Number of
full-time
members
Number of
inside
directors
Number of
outside
directors
Attributes of the
committee chairman
Nomination Committee
3
0
0
3
outside director
Compensation Committee
3
0
0
3
outside director
Audit Committee
3
1
1
2
outside director
<Executive Officers>
Number of executive officers
8
Concurrent positions
Name
Concurrently serving as a director
Concurrent status
as employee
Authority to
represent
company
Member of
Nomination
Committee
Member of
Compensation
Committee
Kentaro Okuda
Yes
Yes
No
No
No
Yutaka Nakajima
Yes
Yes
No
No
No
Toshiyasu Iiyama
No
No
No
No
No
Christopher Willcox
No
No
No
No
No
Go Sugiyama
No
No
No
No
No
Takumi Kitamura
No
No
No
No
No
Sotaro Kato
No
No
No
No
No
Hiroyuki Moriuchi
No
No
No
No
No
<Audit Structure>
Whether the Audit Committee is assisted by Directors/employees
Yes
Matters relating to the independence of Directors and employees from Executive Officers
The Company has established the Office of
Non-Executive
Directors and Audit Committee as an
organization to support Audit Committee and directors’ execution of duties. The Audit Committee or an Audit Committee member elected by the Audit Committee performs personal evaluations of the staff employees working in the Office of
Non-Executive
Directors and Audit Committee, and grants consent for recruitments, transfers, and discipline of employees serving in the Office of
Non-Executive
Directors and
Audit Committee. Further,
non-executive
full-time directors may be appointed as a full-time member of the Audit Committee or the “Audit Mission Director” in order to enhance the effectiveness of
audit work.
Cooperation between the Audit Committee members, Independent Auditor, and the Internal Audit Division
[Coordination between Audit Committee and Internal Audit]
In order to ensure effective and adequate internal controls, the Company has established the Internal Audit Division which is independent from
the business execution functions and reports directly to the Audit Committee. The Group Internal Audit Department placed in the Company as well as similar internal audit units placed in its major subsidiaries conduct internal audits across the
Nomura Group.
The Audit Committee receives reports timely from the Internal Audit Division throughout the year. The main reported items
include the result of each audit, development/operation of internal audit organization, the progress of internal audits, key issues and trends relating to the overall internal control identified through internal audit activities, the internal audit
implementation plan within the fiscal year and any changes thereto, as well as matters to be referred to the Audit Committee for approval. Notable matters on the status of the Internal Audit Division are included in the regular reports from the
Audit Committee to the Board of Directors.
14
Regarding the proposed annual internal audit plan (including its changes) budget, and
performance objectives of the Internal Audit Division, the consent of the Audit Committee is required. In addition, the Audit Committee is coordinating with the Group Internal Audit Head by requesting the formulation of the annual internal audit
plan based on key audit points that are considered necessary for confirmation in the future. Furthermore, in addition to reports to the Audit Committee, the full-time members of the Audit Committee receive monthly reports from the Internal Audit
Division on key issues and trends relating to the overall internal control identified through internal audit activities.
[Coordination between Audit
Committee and Accounting Auditor]
Ernst & Young ShinNihon LLC is appointed as the Company’s Accounting Auditor. The Audit
Committee has the authority to approve their annual audit plan, receives reports and explanations from them on their financial audits at least once quarterly, exchanges information with them from time to time, reviews their audit methods and the
appropriateness of their audit results and examines financial statements and other relevant documents.
[Coordination between Audit Committee, Internal
Audit and Accounting Auditor]
As mentioned above, the Audit Committee receives reports from the Group Internal Audit Head and the
accounting auditor, while the Group Internal Audit Head attends almost all committee meetings and the accounting auditor participates in interviews conducted by the Audit Committee, ensuring mutual coordination.
In addition, the Chairperson of the Audit Committee and the full-time Audit Committee member hold monthly meetings with the Group Internal
Audit Head and the accounting auditor (regular
tri-party
audit meetings), primarily to share information and exchange views on various topics including audit-related issue awareness, control environment and
domestic and foreign regulatory trends.
<Independent Directors>
Number of independent directors
7
Matters relating to Independent Directors
The Company has designated all qualifying directors as independent directors.
The Company has established Independence Criteria for Outside Directors as follows:
“Independence Criteria for Outside Directors of Nomura Holdings, Inc.”
Outside Directors of Nomura Holdings, Inc. (the “Company”) shall satisfy the requirements set forth below to maintain their independence from the
Nomura Group (*1).
1.
The person, currently, or within the last three years, in principle, shall not correspond to a person listed
below.
(1)
Person Related to the Company
A person satisfying any of the following requirements shall be considered a Person Related to the Company:
A)
Executive (*2) of another company where any Executive of the Company serves as a director or officer of that
company;
B)
Major shareholder of the Company (directly or indirectly holding more than 10% of the voting rights) or
Executive of such major shareholder; or
C)
Partner of the Company’s accounting auditor or employee of such firm who works on the Company’s
audit.
(2)
A person who is a Major Lender (*3) of the Nomura Group or an executive of a Major Lender of the Nomura Group,
or a person who is a person for whom the Nomura Group is a Major Lender or an executive of an organization for whom the Nomura Group is a Major Lender.
(3)
A person who is a Major Business Partner (*4) of the Nomura Group or an executive (including a partner of a
professional services firm, etc.) of a Major Business Partner of the Nomura Group, or a person who is a person for whom the Nomura Group is a Major Business Partner or an executive (including a partner of a professional services firm, etc.) of an
organization for whom the Nomura Group is a Major Business Partner.
(4)
A person receiving compensation from the Nomura Group of more than 10 million yen (an amount equivalent to
US $120,000 in the case of foreign currency) per year, excluding director/officer compensation.
(5)
An executive of an institution receiving more than a Certain Amount of Donation (*5) from the Company.
15
2.
The person’s spouse, relatives within the second degree of kinship or anyone who lives with the person
shall not correspond to a person listed below (excluding persons in unimportant positions):
(1)
Executive of the Nomura Group; or
(2)
A person identified in any of subsections (1) ~ (5) in Section 1 above. (*6)
(Notes)
*1:
Nomura Group shall mean the Company and the Company’s subsidiaries listed as significant subsidiaries in
the Business Report of the Company.
*2:
Executive shall mean Executive Directors (
gyoumu shikkou torishimariyaku
), Executive Officers
(
shikkouyaku
) and important employees (
jyuuyou na shiyounin
), including Senior Managing Directors (
shikkouyakuin
), etc.
*3:
Major Lender shall mean a lender from which the borrower has borrowed an amount equal to or greater than 2%
(excluding borrowings that are not material in terms of fungibility, repayment potential, etc.) of the consolidated total assets of the borrower.
*4:
Major Business Partner shall mean a business partner whose transactions with the other party exceed
2%（excluding transactions that are not material, such as those conducted under general conditions）of such business partner’s consolidated gross revenues in the last completed fiscal year.
*5:
Certain Amount of Donation shall mean a donation that exceeds 10 million yen (an amount equivalent to US
$120,000 in the case of foreign currency) per year or 2% of the donee institution’s gross revenues or ordinary income, whichever is larger.
*6:
The matters listed in 1. (1) C) shall not apply if the person is not a member of the Audit Committee, and the
Company’s accounting auditor has determined that such relationship does not affect their independence as the Company’s accounting auditor.
—
<Incentives and Remuneration>
Implementation of initiatives to offer incentives to directors and executive officers
Introduction of a performance-linked remuneration system, introduction of stock option plans and others
Supplementary Explanation
Pursuant to the Basic Nomura Group Compensation Policy (the “Basic Policy”) and Compensation Policy for Directors and Executive Officers of Nomura
Holdings, Inc. (the “Policy for Statutory Officers”) (Please refer to II.1. “Remuneration of Directors and Executive Officers”) set by the Compensation Committee. Compensation of directors and executive officers is divided
into fixed compensation and performance-linked compensation, with fixed compensation consisting of base salary and performance-linked compensation consisting of an annual bonus and long-term incentive plans. In order to provide incentives for the
improvement of medium-to-long-term corporate value and to align the interests of shareholders, a portion of the compensation is paid through stock-based compensation awards with specified deferral periods.
(1)
Determination method of compensation
With respect to the President and the Group CEO, given the overall responsibility of business execution of the Nomura Group, the basic amount of the
Performance-Linked Compensation is calculated based on the level of achievement in actual value(s) against the target value(s) of key performance indicator(s) and performance metrics that form the basis for their calculation. In addition, Total
Compensation, including fixed compensation and performance-linked compensation, is determined by considering, as needed, qualitative evaluation competitor benchmarking etc. by the Compensation Committee.
With respect to the Directors and the Executive Officers, their Annual Bonus and Total Compensation are determined based on the ones of the Group CEO,
reflecting individual roles and responsibilities, respective jurisdiction’s regulations and compensation level etc. in addition to the qualitative elements.
16
(2)
Calculation method of the Performance-Linked Compensation
Quantitative
elements
In order to ensure alignment with Nomura Group’s management vision and business strategy, we select key performance indicators and performance metrics
that form the basis for its calculation. Additionally, we choose stock price-related indicators to promote alignment of interests with shareholders.
[Profit and
loss]
•
Net revenue ¥ 2,167.7 billion
•
Revenue cost coverage ratio
(1)
75.1%
•
Income before income taxes ¥ 539.8 billion
[Per share information] Earnings per Share (“EPS”) ¥ 118.99
[Capital efficiency] ROE 10.1%
[Shareholder returns] Total Shareholder Return (“TSR”)
(2)
138.2%
(Notes)
1. Ratio calculated by dividing Total
non-interest
expenses by Net revenue
2. The value obtained by dividing the total of fluctuations in the price of NHI shares and dividends in the current fiscal year by the NHI
share price at the end of the previous business year.
Qualitative elements
To promote enhancement of Nomura Group’s corporate value and the realization of a sustainable society, we have selected strategic management, as well as
initiatives related to community, talent, and inclusion, as evaluation criteria.
(3)
Annual Bonus of Director of the audit committee member and Outside Directors
Audit Committee members and Outside Directors are not bonus-eligible in order to maintain and ensure their independence from business execution.
(4)
Stock Based Compensation as
Non-Monetary
Compensation
Half of the aggregate amount of the Annual Bonus of the Statutory Officers is paid in deferred compensation and in principle, we use
RSUs that qualify as
non-cash
compensation. Furthermore, the Company has introduced PSUs as a long-term incentive plan.
(5)
Outline of current Deferred Compensation Awards.
Restricted Stock Units
(“RSUs”)
•
Settled in the Company’s common
stock.
•
Graded vesting period is set as three years in principle.
Notional Stock Units
(“NSUs”)
•
Linked to the price of the Company’s common stock Cash-settled in local
currency.
•
Graded vesting period is set as three years in principle.
Performance Share Units
(“PSUs”)
•
The number of shares to be awarded will be determined based on the achievement of the performance targets during the three-fiscal-year performance
evaluation period.
(6)
Effect of payment of deferred compensation as equity-related compensation
By providing deferred compensation as equity-linked compensation, the economic value of the compensation is linked to the stock price of Nomura, and a certain
vesting period is set.
•
Alignment of interests with shareholders.
•
Clawbacks for voluntary resignation and material breach of our internal policies.
•
Medium-term incentives and retention by providing an opportunity for the economic value of Deferred Compensation
at the time of grant to be increased by a rise in shares during a period of time from grant to vesting.
•
Promotion of cross-divisional collaboration and cooperation by providing a common goal of increasing corporate
value over the medium to long term.
Due to these benefits, the active use of Deferred Compensation is also recommended
by regulators in the key jurisdictions in which we operate.
With respect to Deferred Compensation in Nomura, a deferral period is
generally three or more years from the following fiscal year or later. This is in line with the “Principles for Sound Compensation Practices” issued by the Financial Stability Board which recommends, among other things, a deferral period
of three or more years.
17
Persons Eligible for Stock Options
Inside Directors, Executive Officers, employees, Directors/employees of subsidiaries
Supplementary Explanation
The Company has two types of SAR plans to maintain incentives for high levels of performance and to recruit talented staff. The exercise price for SAR Plan A
is determined based on the market price when issued, and the exercise price of SAR Plan B is 1 yen per share. Following the introduction of RSU awards instead of core deferral awards and all supplemental awards, no new SAR awards were granted since
the fiscal year ended March 31, 2018.
<Remuneration of Directors and Executive Officers>
Disclosure of individual director remuneration
Disclosed in part
Disclosure of individual executive officer remuneration
Disclosed in part
Supplementary Explanation
Information concerning compensation for directors and executive officers is disclosed in the
Yukashoken-hokokusho
(“Annual Report”),
Business Report, Form
20-F
submitted to the SEC, Explanatory Document on the Status of Operation and Property and other documents – all of these documents can be accessed on the Company’s website.
Individual compensation of certain directors and executive officers is disclosed in the Annual Report in accordance with the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc.
Whether there are any policies for the calculation of remuneration
Yes
Amount of Remuneration or disclosure of the policy for the calculation of remuneration
Compensation Policy
The Company has developed “Basic
Nomura Group Compensation Policy,” “Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.” and “Nomura Group Compensation Policy for Employees” to enable the Nomura Group to achieve
sustainable growth, realize a long-term increase in shareholder value, deliver client excellence, compete in a global market and enhance our reputation. The Compensation Committee reviews and updates these policies.
Separately, the Company has established Compensation Policy for Nomura Group officers and employees, including Senior Managing Directors of the Company and
Directors of its subsidiaries but excluding Directors and Executive officers of the Company.
The Company has established “Basic Nomura Group
Compensation Policy,” “Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.” and “Nomura Group Compensation Policy for Employees” as follows:
< “Basic Policy” >
Compensation
Governance
As a company with three Board Committees, as defined under Japanese corporate law, NHI has established an independent statutory
Compensation Committee, which comprises primarily Outside Directors as members. The Committee has established both our Basic Policy and our Compensation Policy for Statutory Officers, based on which compensation for Directors and Executive Officers
of NHI is determined.
With respect to the relevant policies and total compensation for our officers and employees other than NHI’s Statutory
Officers, decisions regarding employment and remuneration matters are delegated to our “Human Resources Committee” (“HRC”) by the Executive Management Board of NHI. The HRC is chaired by the Group CEO and an individual
appointed by the chairman, taking into account financial and risk management perspectives. The HRC determines above matters with support from respective remuneration committees in each region.
The HRC establishes the Compensation Recovery Policy of NHI to comply with, among others, the U.S. Securities Exchange Act of 1934, as amended, and determines
matters with respect to compensation of covered officers who are statutory officers of NHI under Japanese law, and is responsible for the management, operation, interpretation and administration of such.
18
Compensation Policies and Practices for Nomura Group’s talent
We recognize that our employees are key in pursuing our Purpose, which is “We aspire to create a better world by harnessing the power of financial
markets.”
Compensation for Nomura Group’s Talent is designed to support achieving sustainable corporate growth, increasing corporate value
over the medium and long-term and maintaining sound and effective risk management, while contributing to the interest of our shareholders. In addition, to ensure that we attract, retain, motivate and develop talent, the level and structure of
remuneration takes into account the roles and responsibilities of individuals as well as the market pay levels in Japan and overseas, and in line with any relevant laws and regulatory expectations.
1)
Sustainable corporate growth and increasing enterprise value over the medium and long-term
Our employee compensation policies aim to reinforce our corporate philosophy, to promote healthy corporate culture and behavior in
line with our “Code of Conduct” and to align to our commitment to “Sustainability” considerations.
Based on a
pay-for-performance
principle, our employee compensation programs are designed to be sound and competitive in the market and aligned to our strategic objectives and the goal
of sustainable growth and increasing corporate value over the medium and long-term.
2) Sound and effective risk management
We seek to maintain sound and effective risk management with an appropriate risk appetite. We update performance measurement metrics and indicators used for
determining compensation by considering both financial and
non-financial
risks underlying each business. Qualitative factors such as conduct, compliance, professional ethics and corporate philosophy are also
considered in determining the final amount of remuneration provided to each officer and employee, which may include a reduction in compensation as a result of disciplinary actions.
In addition, when granting compensation, it shall be specified that in the event of a material revision of financial statements or a material violation of
applicable laws and regulations or Nomura Group rules and policies, compensation may be subject to reduction, suspension, forfeiture of rights, cancellation, offset by other compensation, or
re-payment
(so-called
“clawback”).
3) Alignment of interests with shareholders
Certain of our officers’ and employees’ remuneration packages include stock-based compensation awards linked to the share price of NHI with an
appropriate deferral period applied, in order to align with shareholders’ interests.
Approval and Revision of the Basic Policy
The approval, amendment or repeal of the Basic Policy are governed by our Compensation Committee of NHI.
< “Policy for Statutory Officers.” >
Compensation of Directors and Executive Officers is divided into fixed compensation and performance-linked compensation, with fixed compensation consisting of
base salary and performance-linked compensation consisting of an annual bonus and long-term incentive plans. In order to provide incentives for the improvement of medium to long-term corporate value and to align the interests of shareholders, a
portion of the compensation is paid through stock-based compensation awards with specified deferral periods.
<Composition of Compensation for
Directors and Executives>
Fixed Compensation Base salary
Performance-linked Compensation : Annual Bonuses and Long-term Incentive Plan
Fixed Compensation
•
Base salary is paid in cash and determined based on factors such as professional background, career history,
responsibilities and compensation standards of related business fields.
Performance-linked Compensation
•
With respect to the Group CEO, given the overall responsibility of business execution of the Nomura Group, the
basic amount of the performance-linked compensation is calculated based on the level of achievement in actual value(s) against the target value(s) of key performance indicator(s) and performance metrics that form the basis for their calculation. In
addition, qualitative evaluation of competitor benchmarking is also reflected when determining the final annual bonus amount.
•
With respect to Directors and other Executive Officers, the amount of annual bonus is determined with the annual
bonus of Group CEO as standard baseline, taking into consideration roles and responsibilities, local remuneration regulations and compensation levels in each jurisdiction etc., in addition to a qualitative evaluation of individual performance.
•
Audit Committee members and Outside Directors are not bonus-eligible in order to maintain and ensure their
independence from business execution.
19
a)
Annual Bonuses
In principle, a certain portion of any annual bonus payment should be deferred.
b)
Long-term Incentive Plan
Payments under long-term incentive plans are made when a certain degree of achievements are accomplished.
Payments are made in stock-based compensation awards.
When granting compensation, in the event of voluntary resignation, a material revision of financial statements or a material violation of applicable laws and
regulations or Nomura Group rules and policies, compensation of Directors and Executive Officers may be subject to reduction, suspension, forfeiture of rights, cancellation, offset by other compensation, or
re-payment
(so-called
“clawback”).
< “Employees
Policy”>
Based on our “Basic Policy”, we have established our Employee Policy which applies to our officers and employees, including
Senior Managing Directors of NHI and directors of subsidiaries of NHI but excluding our Statutory Officers of NHI.
Matters not provided for in our
Employee Policy are governed by the provisions of our Basic Policy.
Compensation Governance
Supervised by the HRC, regional committees governing employee compensation are composed of representatives of Finance, Risk Management, Compliance, Human
Resources, and other departments as appropriate. These regional committees implement our global compensation governance rules.
The proposed compensation
of control function departments (such as Risk Management, Compliance, and Internal Audit) is not permitted to be determined by our front office business and performance evaluation of employees in these departments is not permitted to be determined
solely by performance of the business supported by the individuals.
Compensation Policies and Practices
We recognize that our employees are key in pursuing our Purpose, which is “We aspire to create a better world by harnessing the power of financial
markets”.
Compensation for our employees is designed to support achieving sustainable corporate growth, increasing corporate value over the medium
and long-term and maintaining sound and effective risk management, while at the same time positively contributing to the interest of our shareholders. In addition, to ensure that we attract, retain, motivate and develop talent, the level and
structure of remuneration takes into account the roles and responsibilities of individuals as well as market pay levels in Japan and overseas, in line with any relevant laws and regulatory expectations.
1)
Sustainable Corporate Growth and Increasing Corporate Value Over the Medium and Long-Term
The compensation policies for our employees aim to embody the Purpose which is “We aspire to create a better world by
harnessing the power of financial markets” and our “Values of Entrepreneurial Leadership, Teamwork and Integrity”, to promote a healthy, diverse corporate culture and the right behavior in line with our “Code of
Conduct” and to facilitate a greater alignment with “Sustainability” considerations.
Based on a
pay-for-performance
principle, our compensation programs are designed to be sound and competitive in the market and aligned to our strategic objectives and the goal of sustainable growth and increasing
corporate value over the medium and long-term.
Compensation at Nomura reflects and aligns with the performance of the Nomura Group as a whole, its
divisions, as well as individual employees, taking into account both business strategy and market considerations.
2)
Sound and Effective Risk Management
We seek to maintain sound and effective risk management with an appropriate risk appetite. We apply its performance measurement standards and indicators when
determining compensation, considering both financial and
non-financial
risks in each business, taking a holistic approach. Qualitative factors such as conduct, compliance, professional ethics and corporate
philosophy are considered in determining the final amount of remuneration provided to each officer and employee, which may include a reduction in compensation. Risk Management, Compliance and Finance divisions provide key inputs into the overall
risk and performance assessment to ensure appropriate consideration of these factors.
The compensation package offered to our employees comprises two key
elements:
•
Fixed compensation – reflects the role, responsibilities and experience of the employee; and
•
Performance-linked compensation – designed to incentivize performance, encourage the right behaviors
and drive employee growth and development. For higher paid employees, a portion of variable compensation may be deferred, balancing short-term with our medium and long-term interests.
20
We seek to balance the components of compensation between fixed and variable according to the
employee’s role and seniority. In principle, the proportion of compensation that is deferred increases with the employee’s compensation. Guaranteed compensation is allowed only in limited circumstances such as for new hires or, where
allowed, strategic business needs. Multi-year guarantees are typically prohibited.
In addition, when granting compensation, it shall be specified that in
the event of a material revision of financial statements or a material violation of applicable laws and regulations or Nomura Group rules and policies, employees’ compensation may be subject to reduction, suspension, forfeiture of rights,
cancellation, offset by other compensation, or
re-payment
(so-called
“clawback”).
3) Alignment of Interests with Shareholders
Deferred
variable compensation intends to align the interests of employees and NHI shareholders, and to encourage a long-term, sustainable approach to senior management and highly paid employees. For Nomura Group employees who receive a certain amount of
remuneration, a portion of the remuneration is stock-based compensation awards linked to the price of NHI shares with an appropriate deferral period applicable, in order to align with shareholders’ interests.
Approval and Revision of the Employee Policy
The
approval, amendment or repeal of the Employee Policy can be made by our HRC.
<The reasons why the Compensation Committee confirmed that the
compensations in relation to FY2025, to be paid for the Directors and Executive Officers is in line with the compensation policies.>
The following
table presents a summary of the meetings held by the Compensation Committee during FY2025.
April 25, 2025 (All members attended)
Resolution:
•
The annual bonus and Long-Term Incentive Plan for the year ended March 31, 2025.
June 25, 2025 (All members attended)
Resolution:
•
The appointment of the Director with the right to convoke the board of directors meetings.
•
The Director who reports the executions of the committee’s duties to the board of the directors meetings.
•
Individual base salary of the Statutory Officers.
•
Granting RSUs and NSUs to the Statutory Officers.
•
Granting PSUs to the representative executive officers.
•
The amendment to the Basic Policy.
Reporting:
•
Schedule for current fiscal year.
•
The Policy for Statutory Officers and the Compensation Recovery Policy.
September 25, 2025 (All members attended)
Discussion:
•
Eligible Recipients of Long Term Incentive Plan.
•
Base salary of the directors and executive officers.
December 4, 2025 (All members attended)
Resolution:
•
Eligible Recipients of Long Term Incentive Plan.
•
Base salary of the directors and executive officers.
March 27, 2026 (All members attended)
Resolution: Individual
base salary of the Directors and Executive Officers effective from April.
Through discussion and resolution of the above topics, our Compensation
Committee confirmed that compensation for the Directors and Executive Officers in respect of FY 2025 is appropriate and consistent with our relevant compensation policies. A summary of these meetings has been reported to the Board of Directors.
21
<Support System for Outside Directors>
The Company has established the Office of
Non-Executive
Directors and Audit Committee as an organization to support the
Audit Committee and directors’ execution of duties. The Office of
Non-Executive
Directors and Audit Committee serves as a secretariat of the Audit Committee and supports directors to perform their
duties, such as by periodic provision of information on the management to outside directors.
In addition, the company provides briefings prior to
meetings of the Board of Directors, and necessary explanations on important matters of the Company including business, business plan, financial status, and governance structures such as the internal controls systems, etc., are continuously provided
to the outside directors by relevant departments.
In addition, the outside directors may, as necessary, request an explanation or report and/or request
materials from executive officers and employees, and consult legal, accounting, or other outside experts at the Company’s expense.
<Status of
persons who have retired from a position such as Representative Director and President>
Name, etc., of Nominating Counselors, Advisors, etc.,
who have formerly served as Representative Director and President, etc., of the Company
Name
Title/ Position
Duties
Work Form/ Conditions
(Full-time/ Part-time,
Compensation etc.)
Date of
Retirement
as President
etc.
Term
—
—
—
—
—
—
Total number of Nominating Counselors, Advisors, etc., who have formerly served as Representative Director and President, etc., of the Company: 0
Other Matters
The
Company has established its Advisor Regulations by a resolution adopted by the Executive Management Board, and its content has also been reported to the Board of Directors. A summary of the Advisor Regulations is set forth below.
•
Advisors shall never be involved in the business execution of and/or supervision within the Company.
•
The duties of advisors are (i) engagement in social contribution activities such as holding office as an
executive at industrial or public associations that are approved by the Company, and (ii) utilization of knowledge through holding office as outside executives in other companies that are approved by the Company.
The treatments of advisors, including their compensation, shall be decided by consultation amongst the representative executive officers.
•
2. Matters Concerning Respective Decision-Making Functions for the Execution of Business, Audits, Supervision,
Nominations, and Remuneration (Current Corporate Governance System)
Business Execution Process
As a Company with Three Board Committees, the Board of Directors has, to the extent permitted by laws and regulations, delegated to the executive officers
decision making authority for business execution functions to ensure that the executive officers can execute the Company’s business with speed and efficiency. Among the matters delegated to the executive officers by resolutions adopted by the
Board of Directors, particularly important matters of business execution must be decided upon deliberation by specific management bodies within the Company including the Executive Management Board, the Group Risk Management Committee, the Nomura
Group Conduct Committee and the Sustainability Committee. The Board of Directors is to receive reports on the status of the deliberations at the Executive Management Board, etc. by each management body as appropriate. The roles and each management
body are below.
1.
Executive Management Board
This Board is chaired by Kentaro Okuda, the Representative Executive Officer, President, and the Group CEO, and also consists of the Executive Officers and any
persons designated by the Representative Executive Officer, President, and the Group CEO. It deliberates and determines management strategies, business plans, budgets, allocation of management resources, and other important matters related to the
management of the Nomura Group.
2.
Group Risk Management Committee
This committee is chaired by Kentaro Okuda, the Representative Executive Officer, President, and the Group CEO, and also consists of one representative
executive officer other than the Representative Executive Officer, President, and the Group CEO appointed by the Chairman, the Chief Compliance Officer (CCO), Chief Risk Officer (CRO), Chief Financial Officer (CFO), Divisional Heads (responsible for
execution of business in each division) and any persons designated by the Chairman. The Executive Management Board has delegated authority to the committee to deliberate and determine important matters concerning enterprise risk management of the
Nomura Group.
3.
Nomura Group Conduct Committee
This committee is chaired by Kentaro Okuda, the Representative Executive Officer, President, and the Group CEO, and also consists of any persons designated by
the Representative Executive Officer, President, and the Group CEO. It deliberates necessary matters concerning compliance and conduct risk management within the Nomura Group and deliberates and determines necessary matters to embed the
“Nomura Group Code of Conduct.”
22
4.
Sustainability Committee
This committee is chaired by Kentaro Okuda, the Representative Executive Officer, President, and the Group CEO, and also consists of any persons designated by
the Representative Executive Officer, President, and the Group CEO. It deliberates and determines matters such as the strategy in relation to promoting sustainability in the Nomura Group.
In order to further bolster the Company’s business execution framework for financial operations that are becoming increasingly sophisticated and
specialized, the Company utilizes a system whereby the Executive Officers delegate a part of their authority for business execution decisions to the “Senior Managing Directors,” who focus on individual business and operations.
The Board of Directors and Committees
At the Company, which is
a Company with Three Board Committees where management oversight and business execution functions are institutionally separated, in addition to the Board of Directors and the Nomination/Audit/Compensation committees, which are the three statutory
committees, both the “Board Risk Committee,” which is a committee that has the purpose of deepening the oversight of risk management by the Board of Directors and the “Outside Directors Meeting” for having outside directors
periodically engage in discussions regarding matters concerning the Company’s business and corporate governance, have been established.
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 gender, international experience and work experience, and with expertise in areas such as accounting, corporate management, and law, etc. Further, for the appropriate exercise of the Board of
Directors’ management oversight function, there is a general rule that the majority of the Board of Directors must be outside directors.
Seven out
of the current eleven directors of the Company’s Board of Directors are outside directors, and out of the seven outside directors, there is a diverse composition of three
non-Japanese
directors and three
female directors. Further, the current eleven directors of the Company’s Board of Directors are composed of members with expertise and experience, in areas such as management, global, financial industry, accounting/finance, legal
systems/regulations, internal controls including risk management, digital /IT/ DX, and sustainability. In particular, because of the expansion of the U.S. business, directors with an extensive understanding of the U.S. financial industry, macro
economy, and regulatory environment have been appointed. Moreover, in consideration of factors including the geographical distribution of directors, in addition to the appointment of a director well-versed in finance from Asia, in view of the
importance global of the managerial knowledge, a director who is an executive of a Japanese company that is engaged in global business development has been appointed.
The Board of Directors of the Company 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. Further, with respect to each of the Nomination/Audit/Compensation/Board Risk committees, by having Outside Directors serve as chairs, independence from the management has
been made even clearer.
A summary of the Board of Directors and each Committee is as set out below.
1. Board of Directors
Aiming for transparent management under
oversight with an emphasis on external perspective, the Company’s Board of Directors is comprised of eleven members: Koji Nagai, Kentaro Okuda, Yutaka Nakajima, Shoji Ogawa, Victor Chu, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro,
Masahiro Ishizuka, Taku Oshima and Nellie Liang (including seven outside directors). The outside directors, by applying their extensive experience and comprehensive knowledge, and through their activities at the Board of Directors and each of the
Nomination, Audit, Compensation and Board Risk Committees, monitor management decisions on significant issues and business execution.
In addition to the
matters to be resolved under the Regulations of the Board of Directors, the Board of Directors deliberates on the business environment of each division and management strategies. Concerning information such as details about the number of times a
meeting of the Board of Directors was held, the status of attendance of each member and summaries of discussions, please refer to the section entitled “PART I. Corporate Information Item 4. Company Information 4. Status of Corporate Governance
and Other (1) Corporate Governance” in the Form
6-K
English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act., the
Company’s website or the section entitled “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
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23
2.
Nomination Committee
This Committee is a statutory organ which determines the details of any proposals concerning the election and dismissal of directors to be submitted to general
meetings of shareholders. The three members of the Committee are elected by the Board of Directors. As for the Committee’s decisions, fixed nomination standards such as character/knowledge, corporate management experience, and expertise are
established, and they are carried out based on such standards. In addition, the Committee establishes the “Independence Criteria for Outside Directors” to maintain their independence from Nomura Group. The current members of this
Committee are: outside directors Taku Oshima, Takahisa Takahara and Miyuki Ishiguro. This Committee is chaired by Taku Oshima.
In addition, the
Nomination Committee supervises discussions of a nature sought by the Group CEO based on factors such as the management environment and the succession plan which includes matters such as the business execution structure incorporating the point of
view of successor development. Concerning information such as details about the number of times a meeting of the Nomination Committee was held, the status of attendance of each member and summaries of discussions, please refer to the section
entitled “PART I. Corporate Information Item 4. Company Information 4. Status of Corporate Governance and Other (1) Corporate Governance” in the Form
6-K
English translation of certain items
disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act. and the “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of
Shareholders.
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
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3.
Audit Committee
This Committee is a statutory organ which (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 accounting auditors to be submitted to general meetings of shareholders. The three
members of the Committee are elected by the Board of Directors. The current members of the Committee are: outside directors Masahiro Ishizuka and Victor Chu, and Shoji Ogawa, a director not concurrently serving as an executive officer and a
full-time member of the Audit Committee. This Committee is chaired by Masahiro Ishizuka. All members satisfy requirements for independent directors as defined in the Sarbanes-Oxley Act of 2002, and Masahiro Ishizuka are Financial Experts under this
Act and has comprehensive knowledge in the areas of finance and accounting. Concerning information such as details about the number of times a meeting of the Audit Committee was held, the status of attendance of each member and the status of the
Committee audits, please refer to the section entitled “PART I. Corporate Information Item 4. Company Information 4. Status of Corporate Governance and Other (1) Corporate Governance and (3) Status of audit” in the Form
6-K
English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act. and the “Reference Materials for the General Meeting of
Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
https://www.nomuraholdings.com/en/investor/shareholders/shm.html
4.
Compensation Committee
This Committee is a statutory organ which 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 three members of the Committee are elected by the Board of Directors. The current members of this
Committee are: outside directors Taku Oshima, Takahisa Takahara and Miyuki Ishiguro. This Committee is chaired by Taku Oshima.
At meetings of the
Compensation Committee, policies such as the policy for the compensation of directors and executive officers are formulated, and the content of matters such as the referenced compensation are decided. Concerning information such as details about the
number of times a meeting of the Compensation Committee was held, the status of attendance of each member and summaries of discussions, please refer to the section entitled “PART I. Corporate Information Item 4. Company Information 4. Status
of Corporate Governance and Other (1) Corporate Governance and (4) Compensation of Statutory Officers” in the Form
6-K
English translation of certain items disclosed in the Annual Securities
Report pursuant to the Financial Instruments and Exchange Act. and the “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
https://www.nomuraholdings.com/en/investor/shareholders/shm.html
5.
Board Risk Committee
This 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 risk management. The four members of the Committee are elected by the Board of Directors. The current members of this Committee are: outside directors Patricia Mosser, Miyuki
Ishiguro and Nellie Liang, and Shoji Ogawa, a director not concurrently serving as an executive officer. This Committee is chaired by Patricia Mosser. At meetings of the Board Risk Committee, to further strengthen the risk management of Nomura
Group, consent to the Risk Appetite Statement and the main design of the risk management framework, analysis of risk environment/verification results and future projections, supervision of overall execution of risk management and medium- to
long-term risk strategies are mainly deliberated. The status of execution of the function on the Board Risk Committee is reported to the Board of Directors. Concerning information such as details about the number of times a meeting of the Board Risk
Committee was held, the status of attendance of each member and summaries of discussions, please refer to the section entitled “PART I. Corporate Information Item 4. Company Information 4. Status of Corporate Governance and Other
(1) Corporate Governance” in the Form
6-K
English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act. and the
“Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
24
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•
3. Reasons for Adopting the Current Corporate Governance System
The Company with Three Board Committees structure establishes the Nomination, Audit and Compensation Committees, and the majority of the members of each
committee are outside directors. It enhances management oversight and increases transparency by separating management oversight and business execution functions. In addition, it expedites the decision-making process by broadly delegating authority
for the execution of business functions from the Board of Directors to the executive officers. The Company believes that the Company with Three Board Committees structure is the most compatible with the corporate governance standards which form a
part of the New York Stock Exchange (NYSE) (which the Company is listed on) Listed Company Manual. The Company determined that the Company with Three Board Committees structure is the most suitable form of corporate governance at present for the
reasons above.
III
Implementation of Measures for Shareholders and Other Interested Parties
•
1. Efforts for Active Meetings of Shareholders and Smooth Exercise of Voting Rights
Supplementary Explanation
a. Early notification for general meetings of shareholders
The Company aims to send a Notice of Convocation at least 3 weeks prior to the day of the general meeting of shareholders in order to allow
sufficient time for our shareholders to consider proposed resolutions.
Aiming to
further enhance convenience, the Company will post the Notice of Convocation on its website prior to the day of mailing the Notice of Convocation.
b. Scheduling general meetings of shareholders to avoid peak days
The Company believes that for our shareholders to understand our management and our management personnel, the general meeting of shareholders is one of the important ways of communicating between our shareholders and our management.
Accordingly, the Company endeavors to schedule general meetings of shareholders so that many of our shareholders will be able to attend and participate in active discussions.
c. Exercise of voting rights by electronic means
Shareholders may exercise their voting rights electronically by accessing the website specified by the Company (
https://evote.tr.mufg.jp/
) using a computer or smartphone.
d. Participation in electronic voting platform and other efforts to improve environment for exercising voting rights by institutional investors
Custodian trust banks and other shareholders who are nominal owners may use the electronic voting platform for institutional investors operated by ICJ Inc., a joint venture company established by the Tokyo Stock Exchange, Inc. and
others.
e. Providing notices of convocation in English
The Company strives to enhance convenience for shareholders, such as by preparing notices of convocation and its business reports in English and by posting such documents on the Company’s website simultaneously with the
Japanese documents.
f. Others
The Company utilizes video and slides to present our business reports at general meetings of the shareholders so that it may be easily
understood visually.
For policies about ensuring shareholder rights, please refer to
Article 21 “Ensuring Shareholder Rights” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
Further, regarding the 122
nd
Annual
General Meeting of Shareholders, we received questions from shareholders in advance, and provided video streaming service after the meeting.
25
•
2. Investor Relations (IR) Activities
Supplementary Explanation
Presentation
by the
Representative
a. Establishing and announcing disclosure policy
The Nomura Group, from a fair disclosure perspective, prohibits the preferential disclosure of material and nonpublic information, and
endeavors to disclose information externally in a timely and fair manner. Based on these principles, the Nomura Group has established the “Nomura Group’s Statement of Global Corporate Policy Regarding Public Disclosure of
Information,” and provides investors with opportunities to fairly access information about the Nomura Group. Pursuant to the said policy, the Company has established the Disclosure Committee to deliberate and determine material matters related
to disclosure of its information, including the operating rules for disclosure of material information regarding the Nomura Group and preparing legal disclosure materials. Please refer to our website for the said policy.
https://www.nomuraholdings.com/company/cg/disclosure.html
Further, for policies regarding information disclosure, please refer to Article 20
“Information Disclosures” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
b. Regular briefings for individual investors
The Company holds regular briefings once a year for individual investors. In addition, we hold regular briefings on financial results for
institutional investors by way of conference calls by CFO after announcing the financial results for each quarter, and live broadcasts are made available on the Company’s website for individual investors. Further, disclosure materials
including our business reports, annual reports and presentation materials used at those briefings for institutional investors are also available on our website.
https://www.nomuraholdings.com/en/investor/library/sec.html
https://www.nomuraholdings.com/en/investor/presentation.html
https://www.nomuraholdings.com/en/investor/summary/finance.html
https://www.nomuraholdings.com/en/investor/library/sec.html#sec02
Yes
c. Regular briefings for analysts and institutional investors
The Company holds regular semi-annual online or
in-person
briefings for analysts and institutional investors by Group CEO and other members of the management on our management policy and
business strategy in Japan. The Company also holds regular conference calls by CFO after announcing the financial results for each quarter, and themed briefings. Further, the management and staff of the Investor Relations Department engage with
analysts and institutional investors individually.
Yes
d. Regular briefings for overseas investors
The above briefing on our management policy and business strategy and regular conference calls after announcing the financial results for each quarter are held with simultaneous translations so that overseas investors can
participate. The webcasts and archives of the above presentations and various IR materials in English are available on our website simultaneously with Japanese. Furthermore, the management and staff of the Investor Relations Department engage with
institutional investors individually.
Yes
e. Disclosing IR materials on the company website
Materials regarding financial information, integrated report (Nomura Report), and presentation materials used at various briefings are
disclosed on our website.
https://www.nomuraholdings.com/en/investor.html
f. Department (person responsible) for IR
Appointed a senior managing director in charge of Investor Relations
Department: Investor Relations Department
Contact point for
Investor Relations: ir@nomura.com
g. Others
In order to provide continuous IR services to our investors in Japan and abroad, the Company established the Investor Relations Department in
1998 that is responsible for IR services.
Further, for policies regarding dialogue
with shareholders, please refer to Article 22 “Dialogue with Shareholders” of the Guidelines.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
26
•
3. Measures to Ensure Due Respect for the Stakeholders’ Standpoint
Supplementary Explanation
a. Establishing internal regulations to ensure due respect for the stakeholders’ standpoint
The Company established the “Nomura Group Code of Conduct” (the Code) as a guide for Nomura Group Officers and employees in
December 2019. Based on the founder’s principles, the Code sets forth matters related to corporate governance and corporate social responsibility that every member in the Group should comply. Training programs are provided to improve
awareness. The Company annually obtains written oaths from Officers and employees to comply with the Code. The Code is also available on our website.
https://www.nomuraholdings.com/en/company/basic.html
For policies related to stakeholders, please refer to Article 23 of the guidelines, “Nomura Group Corporate Philosophy and the Code of Conduct of Nomura
Group”.
https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf
b. Environmental conservation initiatives and CSR activities
Nomura Group is making efforts on a global scale to develop activity policies that take environmental and social aspects into consideration,
ensure they are widely shared throughout the Group, and promote communication with various stakeholders.
Concerning environmental issues, the “Environmental Policy” as specific action guidelines for the “Nomura Group Sustainability
Statement” has been established and we are working on reducing environmental impact across the entire Group, with a focus on the working group at the operational level. To support the transition towards a decarbonized economy, we set a target
and aim to achieve net zero greenhouse gas (GHG) emissions for our own operations by 2030 and for our investment and loan portfolio by 2050. We will support the sustainability efforts of our clients through our financial services, which help resolve
environmental and social issues.
Moreover, Nomura Group identifies matters that have
positive or negative impacts within the value creation process and that are important not only to the company but also to society and stakeholders as “Nomura Group’s Materiality”. Through our efforts to address these matters, we
will contribute to solving environmental and social issues while supporting the sustainable growth of the Nomura Group.
For details regarding such initiatives towards sustainability, please refer to the “Nomura Sustainability Report” and the Company’s
website:
https://www.nomuraholdings.com/en/investor/library/ar.html#library_02
https://www.nomuraholdings.com/en/sustainability.html
<Human Rights>
Based on our purpose to help to aspire to create a better world by harnessing the power
of financial markets, Nomura Group is working to create a sustainable society through our business activities. We recognize that respect for human rights is an essential and important element in achieving a sustainable society, and based on advice
from outside experts, we established the Nomura Group Human Rights Policy following a resolution by the Board of Directors. The policy will be reviewed on a regular basis, and human rights initiatives will be periodically discussed by the
Sustainability Committee and other related committees, with reports being made to the Board of Directors.
Please see the Company’s website:
https://www.nomuraholdings.com/en/sustainability/stakeholder/humanrights/main/0/teaserItems1/01/linkList/03/link/hr_policy.pdf
Based on the Nomura Group Human Rights Policy, we have established consultation desks
for a wide range of human rights matters, including consultations and reports related to workplace harassment. These services are not limited to employees, but also to business partners and other related parties. Consultations can be made
anonymously, and confidentiality is strictly maintained. No one will be subject to unfavorable treatment for seeking advice or for cooperating with fact-finding or related investigations.
Further details on human rights initiatives are also available in the Nomura
Sustainability Report and on our company website.
https://www.nomuraholdings.com/en/investor/library/ar.html#library_02
https://www.nomuraholdings.com/en/sustainability/stakeholder/humanrights.html
c. Development of policies in relation to information disclosure to stakeholders
The Company, for the purpose of fair and timely/appropriate information disclosure to external parties and to secure trust from stakeholders such as clients, shareholders, and investors, the “Nomura Group’s Statement of
Global Corporate Policy regarding Public Disclosure of Information” has been established. In addition, The Company endeavors to enhance disclosure contents, including legal disclosure materials and the English translation, on our
website.
27
d. Others
<Status of the Appointment of Female Directors and Officers>
Nomura Group, beginning with 14 female officers (directors, executive officers or senior managing directors) at the Company, Nomura Securities Co., Ltd.,
Nomura Asset Management Co., Ltd. and The Nomura Trust and Banking Co., Ltd., actively promotes the employment of women.
<Diversity, Equity & Inclusion (DEI)>
At the Company, “Diversity, Equity and Inclusion (DEI),” which involves mutual respect for employee diversity and cooperation, is promoted. The DEI
Working Groups are established to discuss group-wide inclusion issues from business strategy perspectives.
DEI Working Groups discuss more specific matters at the working level. The members of the Working Groups consist of executive officers/senior managing
directors and heads of group companies and global regions. They work together and discuss specific measures to promote an inclusive environment across group companies through close communication.
Since 2021, the Company has participated in the “30% Club Japan.” As a
member, the Company supports 30% Club Japan’s vision to increase female representation in corporate decision-making bodies, in order to strengthen corporate governance and promote sustainable growth.
Furthermore, the Company promotes flexible working styles that enable employees to
continue working with peace of mind over the long term. In addition to encouraging the acquisition of refresh leave for five consecutive business days, the Company implemented programs that allow employees to take paid leave in
half-day
or hourly units and endeavored to provide various programs related to childbirth, childcare and nursing care. In fact, all of the Company’s benefit programs are operated on terms that exceed the
statutory minimum requirements. The Company also introduced leave of absence for fertility treatment. The Company actively promotes initiatives to help women thrive in the workplace. In order to further advance the creation of an environment that
makes it easier to balance work and childcare, and to prevent employees from leaving due to life events, we have introduced systems such as a work area relocation policy for general career (area type) employees and suspensions from work to accompany
spouse or partner.
At Nomura group, the promotion of inclusion has been incorporated
into personnel evaluation as a group-wide initiative. In particular, the following were designated as essential issues for managers in Nomura Securities: creation of a work environment where diversity is accepted, encouragement of male employees to
take childcare leave and creation of an environment for doing so, and efforts to increase the abilities of female employees to promote the advancement. We have set a target of achieving a 100% uptake rate for childcare leave and related programs
regardless of gender, and are working to create a workplace environment that makes it easier for employees to take such leave. We have also introduced a “Parental Leave Incentive Bonus” for employees who have taken childcare leave
for one month or more, regardless of gender, at domestic subsidiaries (excluding some joint ventures). Additionally, we have expanded support services for balancing work and caregiving responsibilities, such as posting web seminar videos and setting
up consultation services, to ensure that employees can continue working with peace of mind even when facing caregiving responsibilities.
For details of each initiative and data regarding the ratio of women in managerial positions and information regarding the actual use of various programs
supporting childcare and nursing care, etc., please see the Company’s website:
https://www.nomuraholdings.com/en/sustainability/employee/di.html
https://www.nomuraholdings.com/en/sustainability/data.html
In addition to the above initiatives, the Company has been promoting employee’s awareness of diversity through three employee networks that are operated
independently by employees, and conducted activities aimed at personal own growth.
The DEI networks within the Company consist of the following 3 networks: (1) Women in Nomura (WIN) in which women’s careers are considered;
(2) Life & Families (L&F) in which health/child-rearing/nursing care are considered; and (3) Allies in Nomura Network (ALLIES) in which the diverse values such as multi-cultural, disability and LGBTQ+ as well as their allies,
etc., are considered. These networks are managed at each Nomura Group location, and by cooperating globally, activities toward creating an employment environment in which diverse employees can actively participate are promoted.
28
<Health and Productivity Management>
The Company has always emphasized the health of employees since its founding, as the
founder of Nomura Group, Tokushichi Nomura, stated in his autobiography, “Tsutakatsura,” that “Our health is our greatest asset”. In keeping with this spirit, the Company adopted the NOMURA Health & Productivity
Declaration in July 2016 as part of the Group’s efforts led by the Group Chief Health Officer (CHO) to maintain and improve the health of employees. We are communicating to all Group employees our goal that “All people who work at Nomura
will not simply be healthy, but also physically, mentally and socially sound (overall well-being).”
The Company promotes the Health and Productivity Management under the framework, which is led by Yukiko Ozaki, Senior Managing Director/CHRO (Chief Human
Resources Officer) and CHO, and together with the Health Insurance Association, corporate doctors, public health nurses and the group companies. The Health Management Promotion Committee, which meets on a regular basis, identifies employee health
issues, formulates and implements measures, and verifies the results of these measures throughout the organization, thereby actively promoting employee health and strengthening the occupational health and safety system.
Furthermore, as part of the Company’s Health and Productivity Management
Initiatives, the following measures are being implemented.
•
Lifestyle disease prevention measures: the Company and the Health Insurance Association fully subsidize the costs of health checkups for employees in
their 20s and comprehensive medical exams for employees aged 30 and above, and the costs of cervical cancer screenings for women aged 20 and above and breast cancer screenings for women aged 30 and above. Paid special leave: granting of
“comprehensive medical exam leave” and “follow up exam leave.”
•
Smoking Cessation Measures: prohibition of smoking in working hours, abolition of the equipment of smoking rooms, and subsidies for the cost of
treatment and support for employees who try to stop smoking.
•
Initiatives to enhance health literacy on various health issues and to promote various programs and systems: leave options, including medical leave
for those undergoing infertility treatment, annual women’s health training to all employees, subsidies for low-dose pills and for egg-freezing, introduction of the employee health and well-being support service “Cradle,” that
supports employee health and well-being by providing access online seminars on health topics such as menstruation, fertility planning, harassment, childcare and eldercare, and menopause.
•
Initiatives to enhance communication and promote the adoption of regular exercise habits: an online walk event “NOMURA Challenge” every
year where departments compete for an average number of steps, charitable donations, in amounts based on participants’ average step count, are made to support social causes.
•
Support for building sustainable human capital frameworks through the health management DX: support for WellGo, Inc., an
in-house
venture that provides the cloud based health management DX platform covering Health and Productivity Management, Industrial Health, health service by health insurance associations and health support for
employees for major companies.
In recognition of its efforts to date,
including the above initiatives, eight companies within the Nomura Group, including the Company, have been certified as “Health & Productivity Excellent Corporation” by the METI and the Japan Health Conference.
IV
Matters Concerning the Internal Controls System
•
1. Fundamental Policy of Internal Controls System and the Status of its Establishment and Maintenance
The Nomura Group endeavors to ensure proper corporate behavior throughout the group by strengthening and expanding the internal controls
system with the objectives of securing transparency and efficiency in management, maintaining compliance with laws and regulations, conducting proper risk management, ensuring reliability of business and financial reporting, and promoting timely and
appropriate information disclosure. The Board of Directors has adopted a resolution approving the following “Structures for Ensuring Appropriate Operation of Nomura Holdings, Inc.” with respect to the Company’s internal controls
system:
29
<Structure for Ensuring Appropriate Business Activities at Nomura Holdings, Inc.>
The Company shall, through the Board of Directors of the Company, establish the following structure (hereinafter referred to as the
“Internal Controls System”) to ensure appropriate business activities at the Company and within the Nomura Group, assess the structure on a regular basis, and revise the structure as necessary. The Board of Directors shall, in addition
to ensuring appropriate business through, amongst other measures, the supervision of the execution of duties by Directors and Executive Officers and development of the basic management policy of the Nomura Group, shall also monitor the maintenance
by Executive Officers and operational status of the Internal Controls System, and call for improvements when necessary.
Further, the Board
of Directors shall establish and thoroughly enforce the “Nomura Group Code of Conduct”, guidelines that all Nomura Group officers and employees should comply with, which encompasses an emphasis on customer interests, full awareness of
the social mission, compliance with applicable laws and regulations, undertaking of social contribution activities, etc.
I.
Matters Concerning the Audit Committee
The Audit Committee shall enforce its powers prescribed by laws and regulations to audit the legality, adequacy and efficiency of the execution
by Directors and Executive Officers of their duties through the use of the Independent Auditor, auditing firms and organizations within the Company to ensure the appropriate business activities of the Nomura Group.
1.
Directors and Employees that will provide Support with respect to the Duties
(1)
The Board of Directors may appoint a Director, not concurrently serving as an Executive Officer, as the
“Audit Mission Director.” The Audit Mission Director shall support audits performed by the Audit Committee, and in order for the Board of Directors to effectively supervise the execution by the Directors and Executive Officers of their
duties, the Audit Mission Director shall perform the Audit Mission Director’s duties in accordance with the Audit Committee’s instructions.
(2)
The Company shall put in place the Office of
Non-Executive
Directors
and Audit Committee to support the duties of the Audit Committee and the Directors. The Audit Committee or a member of the Audit Committee designated by the Audit Committee shall evaluate employees of the Office of
Non-Executive
Directors and Audit Committee. Regarding the hiring, transfer and discipline of the employees of the Office of
Non-Executive
Directors and Audit Committee,
the consent of the Audit Committee or a member of the Audit Committee designated by the Audit Committee must be obtained.
2.
Audit System within the Nomura Group
(1)
The Company shall establish a group audit structure centered around the Company (the holding company) so that
the Audit Committee can conduct audits in coordination with the Audit Committees, etc., of subsidiaries.
(2)
The Audit Committee shall audit the legality, adequacy and efficiency of the business of the Nomura Group in
coordination, as necessary, with the Audit Committee of its subsidiaries.
3.
Structures Ensuring the Effectiveness of the Audit
(1)
Members of the Audit Committee designated by the Audit Committee or the Audit Mission Director may participate
in or attend important meetings including meetings of the Executive Management Board.
(2)
The Audit Committee may require an explanation from accounting auditors and accounting firms that conduct
audits of financial statements about the audit plan at the beginning of the period, audit status during the period, audit results at the end of the period, and the status of internal controls over financial reporting. Members of the Audit Committee
and the Audit Mission Director may exchange opinions with accounting auditors and accounting firms that conduct audits of financial statements as necessary.
(3)
A member of the Audit Committee designated by the Audit Committee may investigate the Company or its
subsidiaries through, as necessary, himself/herself, other members of the Audit Committee or the Audit Mission Director.
(4)
The Company shall bear the expenses that arise with regard to the execution of the duties by the Audit
Committee and the members of the Audit Committee.
4.
Internal Audit Structure
(1)
Executive Officers shall install an officer and a department in charge of internal audit, and through internal
audit activities, shall maintain a structure that ensures the effectiveness and adequacy of internal controls across the entire business of the Nomura Group.
(2)
The Company shall obtain the approval of the Audit Committee, regarding the formulation/modification of annual
plans and the budget relating to internal audit, and shall obtain the consent of the Audit Committee regarding the election and dismissal of the Head of the Internal Audit Division.
(3)
The Audit Committee shall receive reports regarding the status and results of internal audits, etc., from the
Internal Audit Division and shall instruct the modification of the annual plan and the execution of additional audits as necessary.
II.
Matters Concerning the Executive Officers
1.
Compliance and Conduct Risk Management Structure
(1)
Thorough compliance with the “Nomura Group Code of Conduct”
Executive Officers shall promote lawful management in accordance with laws, regulations and the Articles of Incorporation, and shall swear to
comply with the “Nomura Group Code of Conduct.” At the same time, Executive Officers shall ensure that the permeation of the “Nomura Group Code of Conduct” is well known amongst Senior Managing Directors and employees of the
Company and shall ensure compliance with the said Code.
(2)
Establishment and Maintenance of the Compliance and Conduct Risk Management Structure
Executive Officers shall strive to maintain the Nomura Group’s compliance and conduct risk management structure through, among other
means, the maintenance of compliance and conduct risk management-related regulations and the installation of responsible divisions and persons.
30
(3)
Compliance Hotline
(a)
Executive Officers shall put into place a “Compliance Hotline” as a channel through which officers
and employees etc. can, with regard to conduct in the Nomura Group that may be questionable based on compliance with laws and regulations, etc., including matters concerning accounting or accounting audits, report such conduct directly to the person
appointed by the Board of Directors.
(b)
Executive Officers shall guarantee the confidentiality of anonymous notifications, including the content of
such notifications, made through the Compliance Hotline.
(4)
Establishment and Maintenance of Structures concerning Financial Crimes, etc.
Executive Officers shall establish and maintain necessary structures to implement money laundering and terrorist financing countermeasures,
prevent bribery, sever with antisocial forces, and respond to economic sanctions.
2.
Risk Management Structure
(1)
Executive Officers shall acknowledge the importance of identification, evaluation, monitoring and management of
various risks relating to the execution of the Nomura Group’s business and establish and maintain a risk management system with Three Lines of Defense within the Nomura Group, by developing regulations concerning risk management and the
assignment of responsible divisions and persons.
(2)
Executive Officers shall report important matters concerning risk management to the Board Risk Committee
regularly and in a timely manner and must obtain consent of the Board Risk Committee on certain matters.
(3)
Executive Officers shall maintain a structure that enables the Nomura Group to prevent or avoid crises, ensure
the safety of customers, officers and employees of the Nomura Group, protect operating assets, reduce damage and ensure early recovery from any damage by establishing basic principles of business continuity including precautionary measures against
crises and emergency measures.
3.
Reporting Structure in Relation to Execution of Duties
(1)
Executive Officers shall report on the status of their own execution of duties not less frequently than once
every 3 (three) months. They shall also maintain a reporting structure that governs reporting with respect to Nomura Group directors, executives, and employees.
(2)
Executive Officers shall report the following matters on a regular basis to the Audit Committee directly or
through the members of the Audit Committee or the Audit Mission Director:
(a)
The maintenance and operational status of the compliance and conduct risk management structure;
(b)
Risk management status;
(c)
The outline of quarterly financial results and material matters (including matters concerning the selection and
application of significant accounting policies and matters concerning internal controls over financial reporting); and
(d)
The operational status of the Compliance Hotline and details of the reports received.
(3)
In the event that a Director (excluding Director who is an audit committee member), Executive Officer, Senior
Managing Director, or employee is requested to report on a matter concerning the execution of such person’s duties by a member of the Audit Committee designated by the Audit Committee or the Audit Mission Director, such person shall promptly
report on such matters.
(4)
In the event that a Director, Executive Officer or Senior Managing Director becomes aware of a matter raised
below, an immediate report must be made to a member of the Audit Committee or Audit Mission Director. Moreover, an Executive Officer or Senior Managing Director who becomes aware of such a matter shall report such matter to the Executive Management
Board etc., and shall take appropriate measures.
(a)
Any material violation of law or regulation or other important matters concerning compliance and conduct with
regard to each Nomura Group company.
(b)
Any legal or financial problem that may have a material impact on the business or financial conditions of each
Nomura Group company.
(c)
Any order from any regulatory authority or other facts that may potentially cause the Nomura Group to incur a
significant loss.
(5)
In the event that a Nomura Group director, officer, or employee discovers a matter raised above, the Company
must maintain a structure that provides for immediate director indirect reporting to a member of the Audit Committee or Audit Mission Director.
(6)
To ensure that persons making a report prescribed in the preceding paragraph 2 do not receive disadvantageous
treatment due to the making of such report, the Company must take appropriate measures.
4.
Structure for Ensuring the Effectiveness of the Execution of Duties
(1)
Executive Officers shall determine the Nomura Group’s management strategy and business execution based on
the delegation of business execution decision and the allocation of business duties determined by the Board of Directors.
(2)
Of the matters whose business execution decision has been delegated to Executive Officers based on a resolution
adopted by the Board of Directors, certain important matters shall be determined after the deliberation by bodies, such as the Executive Management Board.
(3)
Executive Officers ensure the effective management of the Nomura Group by making decisions or revisions
regarding the necessary allocation of management resources through budget deliberations and other discussions in the Executive Management Board.
(4)
Executive Officers shall determine the allocation of business duties between each Senior Managing Director and
the scope of authority of each employee, and establish a responsibility structure for the execution of duties, and thereby ensure the effectiveness of the structure for the execution of duties.
31
5.
Structure for Retention and Maintenance of Information
(1)
Executive Officers shall retain the minutes of important meetings, contracts, documents related to finances and
other material documents (including their electronic records), etc., together with relevant materials, for at least ten years, and shall maintain access to such documents as necessary.
(2)
Executive Officers shall maintain a structure to protect the Nomura Group’s
non-public
information, including its financial information, and promote fair, timely and appropriate disclosure of information to external parties, thereby securing the trust of customers, shareholders, investors,
etc.
III.
The Nomura Group’s Internal Controls System
(1)
Executive Officers shall secure the appropriateness of the Nomura Group’s business by ensuring that each
company within the Nomura Group is fully aware of the Internal Controls System of the Company and by requiring the maintenance of an internal controls system at each company that reflects the actual conditions of each company.
(2)
Executive Officers shall ensure the effectiveness of internal controls concerning financial reporting by the
Company by, among other means, maintaining the structures listed in I through III above.
•
2. Matters Concerning Establishment of the System for Eliminating Anti-social Forces
At the Nomura Group, on the basis of the “Regulations on The Severance of Ties With Anti-Social Forces” and the
“Nomura Group Anti-Money Laundering and Combating the Financing of Terrorism Policy,” our fundamental policy is to eradicate all ties with criminal groups and individuals such as anti-social forces, including criminal syndicates and
terrorists.
In accordance with this policy, the Company has established a control department to promote an organized response, which strictly monitors,
gathers and maintains information concerning anti-social forces. While working with legal counsel or police, etc., we continue to make efforts to eliminate anti-social forces and to take measures to ensure appropriate corporate behavior.
Moreover, by including the severance of relationships with criminal groups and individuals such as anti-social forces and terrorists in the Nomura Group Code
of Conduct, which sets forth guidelines that all directors, officers, and employees must comply with, we are committed to working with a high level of compliance awareness.
The Company’s significant subsidiaries have taken a variety of initiatives such as adopting internal policies for the prevention of giving unlawful
benefits, appointing managers responsible for preventing inappropriate demands from outside forces, and establishing internal manuals for employees on how to respond to anti-social forces. In order to eradicate ties with anti-social forces as a
group, the Company is also taking initiatives such as conducting employee training and meetings to increase and spread employee awareness on this issue.
V
Others
•
1. Whether Takeover Defense Strategies Have Been Adopted
No
Supplementary Explanation
With regard to the basic policy to address a shareholder holding a quantity of shares enabling such shareholder to control
decisions concerning the Company’s management policy, the Company believes that the decision of whether to permit a party to seek ownership of such a volume of shares should ultimately be left to the judgment of the shareholders. Accordingly,
the Company has not adopted any
so-called
takeover defense strategies, such as a prior issue of new stock acquisition rights (a rights plan), etc., at this time.
In the event of a potential attempt to take over the Company by a person that is inappropriate for the Company’s corporate value/common benefit of
shareholders, on the basis of guidelines such as the guidelines for the purpose of the initial response, by carrying out an examination/evaluation of things such as the takeover proposal, and after sufficient deliberations at meetings of the Board
of Directors, a conclusion will be reached in regard to the best strategy for shareholders from the perspective of corporate value/the common benefit of shareholders.
•
2. Other Information regarding the Corporate Governance System
An overview of the Company’s timely disclosure regime is provided as follows:
1.
Fundamental Policy
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.
32
2.
Timely Disclosure Regime
Pursuant to the above-mentioned fundamental policy, the Company has adopted the “Nomura Group’s Statement of Global Corporate Policy Regarding
Public Disclosure of Information” (the “Disclosure Policy”) and is taking measures to increase and spread employee awareness of the Disclosure Policy. In accordance with the Disclosure Policy, the Company has also established a
Disclosure Committee. The Disclosure Committee is authorized to establish and maintain a structure for comprehensively and promptly gathering material information that needs to be disclosed, a structure for disclosing such information in a timely
manner, and a structure for ensuring the accuracy of the contents of disclosure materials and fairness with regard to the disclosure of materials.
The
management of Nomura Group companies and the person in charge of each division are responsible for establishing necessary measures to ensure that material information subject to disclosure is properly reported to the Disclosure Committee with
respect to each relevant entity or division.
Information reported to the Disclosure Committee will be disclosed in a timely manner, based on standards set
forth in relevant laws and regulations, and through deliberations with relevant departments on whether such disclosure should be made.
From a fair
disclosure perspective, we prohibit disclosing material and
non-public
information to a selective forum.
3.
Monitoring of Timely Disclosure Regime
The internal audit division monitors the effectiveness of internal controls over disclosure of information, and the result is reported to the Audit Committee.
Further, as a NYSE-listed corporation, the Company has established internal controls and procedures for financial reporting and documents, and tests and
maintains those controls and procedures to ensure their effectiveness pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. The Company will continue to ensure proper corporate behavior throughout the group by strengthening and expanding
its corporate governance system.
[Corporate Governance System]
33
[Structure of Nomura Holdings’ internal controls system]
34