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Corporate Governance Report
Last Update: January 8, 2016
NOMURA Co., Ltd. Shuji Enomoto, President and CEO
Contact: +81-3-5962-1119
Securities Code: 9716
http://www.nomurakougei.co.jp/ir/
The corporate governance of NOMURA Co., Ltd. (the “Company”) is described below.
I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information
1. Basic Views
NOMURA constantly aims for the best possible corporate governance and is constantly taking actions to
upgrade corporate governance.
The Company is dedicated to the transparency and fairness of making decisions from the standpoint of
achieving sustained growth and long-term growth of corporate value. In addition, the Company believes that
increasing the vitality of management by effectively utilizing resources and reaching decisions with speed
and resolution is a key component of corporate governance. Numerous actions are taken to upgrade corporate
governance based on the following basic views.
1. We respect the rights of shareholders and maintain equality for all shareholders.
2. We work with stakeholders, including shareholders, in a suitable manner that reflects their interests.
3. We disclose company information properly and ensure the transparency of this information.
4. The Board of Directors and Board of Auditors fulfill their roles and duties based on their fiduciary
responsibilities to shareholders and responsibility to provide explanations.
5. We hold constructive dialogues with shareholders who have investment policies that are consistent with
the medium to long-term interests of shareholders.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company is currently not in compliance with part of the four principles and is studying this matter. We
are taking the following actions.
[Supplementary Principle 1-2-4 Use of Shareholder Voting Platform]
The Company currently does not use a shareholder voting platform but plans to start using this platform for
the convenience of shareholders beginning with the ordinary general meeting of shareholders to be held in
May 2016.
[Principle 3-1 Full Disclosure (5)]
The Company does not disclose the reasons for selection Director and Auditor candidates other than Outside
Director and Auditor candidates. Beginning with the ordinary general meeting of shareholders to be held in
May 2016, we will provide the reasons for the selection of other candidates as well in the notice of the
shareholders meeting.
[Principle 4-8 Effective Use of Independent Outside Directors]
The Company currently has one Independent Outside Director. To strengthen the oversight function for
Executive Directors, the Company is considering the submission of two or more Independent Outside Director
candidates at the ordinary general meeting of shareholders to be held in May 2016.
[Principle 4-11-3 Analysis and Evaluation of the Overall Effectiveness of the Board of Directors]
Preparations are under way to start analysis and evaluations concerning the effectiveness of the Board of
Directors in 2016.
[Disclosure Based on the Principles of the Corporate Governance Code]
[Disclosure Based on the Principles of the Corporate Governance Code]
The Company is dedicated to the intent and spirit of the Corporate Governance Code. We post Corporate
Governance Guidelines and other information on our website to supply information about our activities
involving all principles of this code.
The following information is disclosed in accordance with the principles of the Corporate Governance Code.
[Principle 1-4 Cross-shareholdings]
(Cross-shareholdings)
The Company owns the stock of listed companies that are suppliers, customers or other business partners for
the purpose of achieving medium to long-term growth of corporate value by maintaining and reinforcing
business relationships with these companies. Every year, the Board of Directors confirms the following points
concerning major cross-shareholdings.
1. Risks associated with the cross-shareholding, including the risk of a decline in the stock price
2. Expected returns from the cross-shareholding, including the maintenance and reinforcement of business
relationships
In addition, we examine the medium to long-term economic rationality of continuing to hold a cross-
shareholding. If we conclude that there is no economic rationality for a cross-shareholding, we will consider
eliminating the cross-shareholding through a sale or other methods.
(Shareholder voting rights)
When submitting votes for stock held as cross-holdings, from the standpoint of fulling its responsibilities to
shareholders, the basic policy of the Finance and Accounting Department of the Company is to determine
votes based on whether or not each resolution is contributes to the sustained growth and medium to long-term
growth in corporate value of the Company and the other company.
To reach this decision about a contribution to the sustained growth and medium to long-term growth in
corporate value of the cross-shareholding company, a decision is made by considering the situation of this
company, holding a dialogue with this company and using other activities. As needed, we ask for an
explanation of a proposal submitted by this company to shareholders and hold discussions.
In some cases, a proposal of a cross-shareholding company may potentially create a conflict of interest
between NOMURA and this company (and their shareholders). To reach a voting decision, we receive the
opinions of the Independent Outside Director and other external individuals and use other methods in order
to do what is needed to eliminate the potential of a conflict of interest.
[Principle 1-7 Related Party Transactions]
For transactions that are defined as related party transactions, the Company has a suitable oversight framework
to ensure compliance with laws, regulations and internal rules. When necessary, after receiving the opinions
of specialists, a resolution is approved, reports are received or other activities are used at a meeting of the
Board of Directors with the attendance of the Outside Director and Outside Auditor. When there is a related
party transaction, significant information is properly disclosed as prescribed in laws and regulations.
In addition, to prevent conflicts of interest between the Company’s shareholders and its Executives and major
shareholders concerning related party transactions, for transactions with a particularly significant need for
preventive measures, we receive the opinions of the Outside Director and other external individuals and use
other methods in order to do what is needed to eliminate the potential of a conflict of interest.
[Principle 3-1 Full Disclosure]
1. Company goals (management philosophy, etc.), management strategy and management plan
The NOMURA Group’s management philosophy and brand statement are posted on the Company’s website.
http://www.nomurakougei.co.jp/corporate/philosophy/
The Company has a medium-term management plan with the central theme of “Superior Value Chain.”
Information about this plan is posted on the Company’s website.
http://www.nomurakougei.co.jp/ir/management/businessplan.html
2. Basic views and basic policy on corporate governance
The basic views and basic policy on corporate governance are explained in “1. Basic Views” in the section
titled “I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic
Information.”
3. Policy and procedure for the determination of Directors’ remuneration by the Board of Directors
Remuneration for Directors and Auditors is determined, within the limit for remuneration set by a resolution
approved by the shareholders meeting, based on each individual’s title, whether an individual is full-time or
part-time, job responsibilities, social status, balance with the remuneration of employees, the company’s
performance and other factors.
In addition, when determining remuneration for Directors and Auditors, after an examination by the
Compensation and Promotion Committee, the suitability of the remuneration procedure is confirmed by the
Outside Director. Then remuneration is determined by discussions of the Board of Directors for Directors and
discussions among Auditors for Auditors.
4. Policy and procedure for the selection of Director and Auditor candidates by the Board of Directors
a. Policy
To maintain a Board of Directors able to effectively perform its roles and fulfill its duties, the Company
requires a certain number of individuals who have a thorough understanding of the Company’s business
activities and the associated issues in order to determine the Company’s strategic direction. In addition, we
believe diversity of Directors in terms of their knowledge, experience and capabilities is important for
ensuring the autonomy and objectivity of the Board of Directors.
Consequently, the Company selects a certain number of candidates from among Senior Executives and other
Executive Directors in order to have Directors with a thorough understanding of business activities and issues.
The basic policy is also to name Outside Director and Outside Auditor candidates with a diverse array of
backgrounds, such as a global perspective and knowledge of accounting and finance.
b. Procedure
When selecting Senior Executive and Director candidates, the Company emphasizes balance of the Board of
Directors regarding knowledge, experience and capabilities as well as diversity, and examines candidates in
relation to the size of the Company. After an examination by the Compensation and Promotion Committee,
the suitability of procedures and other items is confirmed by Outside Director. After a thorough discussion,
the Board of Directors selects the candidates. Auditor candidates are individuals who have the knowledge and
experience required to audit the performance of the Directors with accuracy, fairness and efficiency. After an
examination by the Compensation and Promotion Committee, the suitability of procedure and other items is
confirmed by Outside Director. Then, with the consent of the Board of Auditors, the Board of Directors selects
the candidates after a thorough discussion.
5. Explanation of individual selections when the Board of Directors names Director and Auditor candidates
Director and Auditor candidates are selected as explained in “4. Policy and procedure for the selection of
Director and Auditor candidates by the Board of Directors.” The background of each candidate is provided
every year in the notice of the shareholders meeting and Securities Report.
Current backgrounds are provided in the Securities Report.
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n=ja&disp=simple
The reasons for selections of Outside Director and Outside Auditor candidates are explained in “1.
Organizational Composition and Operation [Directors] and [Auditors]” in the section titled “II. Business
Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution
of Business, and Oversight in Management.”
[Supplementary Principle 4-1-1 Summary of Delegation of Authority to Executives by the Board of
Directors]
For all items other than matters that require approval of the Board of Directors as stated in the Board of
Directors rules, authority to make decisions about business operations is delegated to the President and CEO
and other Executives.
[Principle 4-9 Independence Standards and Qualifications for Independent Outside Directors]
When selecting Outside Director candidates, the Company places importance on the requirements for
independence of the Companies Act and the Tokyo Stock Exchange as well as on the specialized knowledge
and extensive experience needed for frank and constructive advice and oversight of management.
[Supplementary Principle 4-11-1 Overall Balance of the Board of Directors for Knowledge, Experience and
Capabilities and the Diversity and Size of the Board]
To maintain a Board of Directors able to effectively perform its roles and fulfill its duties, the Company
requires a certain number of individuals who have a thorough understanding of the Company’s business
activities and the associated issues in order to determine the Company’s strategic direction. In addition, we
believe diversity of Directors in terms of their knowledge, experience and capabilities is important for
ensuring the autonomy and objectivity of the Board of Directors.
Consequently, the Company selects a certain number of candidates from among Senior Executives and other
Executive Directors in order to have Directors with a thorough understanding of business activities and issues.
The basic policy is also to name Outside Director and Outside Auditor candidates with a diverse array of
backgrounds, such as a global perspective and knowledge of accounting and finance.
[Supplementary Principle 4-11-2 Concurrent Positions of Directors and Auditors]
Concurrent positions of Director, Auditor, and those candidates are listed every year in the notice of the
shareholders meeting and Securities Report.
Current concurrent positions are listed in the Securities Report.
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n=ja&disp=simple
[Supplementary Principle 4-14-2 Policy for Director and Auditor Training]
Training courses to enable newly elected Directors and Auditors gain knowledge concerning the roles and
responsibilities of their positions and compliance with laws and regulations are held.
Newly elected Outside Directors and Auditors receive thorough explanations of the Company’s business
operations, finances, organization and other items to enable them to perform their roles and fulfill their
responsibilities effectively.
In addition, the Company encourages Directors and Auditors to study various subjects themselves and
provides opportunities for training associated with the duties of Directors and Auditors. Some payments for
the expenses for this training are provided.
[Principle 5-1 Policy for Constructive Dialogue with Shareholders]
The Company encourages constructive dialogues with shareholders and other investors. We believe these
dialogues are one of the most important requirements for fulfilling our responsibility to achieve effective
corporate governance for sustained growth and medium to long-term growth in corporate value.
Based on this stance, we use the following actions.
1. Designation of Director responsible for shareholder dialogue
A Company Director who oversees Administration Divisions is responsible for investor relations. This
Director is responsible for all activities, including the ones listed below, concerning a dialogue with
shareholders and other investors.
2. Measures for seamless cooperation among departments
To encourage a dialogue with shareholders and other investors, the Company uses activities that encompass
the entire company. Information about issues that arise during these dialogues is provided to all departments.
Divisions that assist with these dialogues work together seamlessly in order to share information, including
at times other than earnings announcements and the shareholders meeting.
3. Measures used for dialogues other than individual meetings
The Company views the shareholders meeting as an important opportunity for a dialogue. At this meeting,
we supply an adequate amount of information about business operations and take other actions aimed at
earning the confidence of shareholders.
In addition, we hold financial results briefings and small meetings periodically in order to maintain strong
lines of communication with shareholders and other investors.
4. Measures for feedback of shareholder opinions and concerns
Departments participating in dialogues with shareholders and other investors gather information about
opinions and concerns at these meetings. Then, based on the importance and nature of this information, the
opinions and concerns are reported periodically to Senior Executives and the Board of Directors.
5. Measures for the management of insider information
The basic policy of the Company is to disclose information in a fair manner in order to ensure equality among
all shareholders and investors. In accordance with this policy, important information about the Company is
disclosed in a timely and fair manner. Information is strictly managed to prevent the provision of information
to solely a few shareholders or other investors.
2. Capital Structure
Foreign Shareholding Ratio From 10% to less than 20%
[Status of Major Shareholders]
Name / Company Name Number of Shares Owned Percentage (%)NOMURA Y.K. 5,234,000 8.73ARITA Y.K. 5,141,500 8.58JAPAN Trustee Services Bank, Ltd. (Trust Account) 2,193,700 3.66The Master Trust Bank of Japan, Ltd. (Trust Account) 2,151,100 3.59NOMURA Kougei Employee Shareholder Association 2,116,230 3.53Yoko Nomura 1,658,000 2.77Sumitomo Mitsui Banking Corporation 1,376,920 2.30NORTHERN TRUST CO.(AVFC) RE 10PCT TREATY ACCOUNT 1,370,800 2.29Mutual Prosperity Association of NOMURA Co., Ltd. 1,179,300 1.97BBH FOR MATTHEWS JAPAN FUND 1,015,000 1.69
Controlling Shareholder (except for Parent Company)
―
Parent Company None
Supplementary Explanation
―
3. Corporate Attributes
Listed Stock Market and Market Section Tokyo Stock Exchange, First Section
Fiscal Year-End February
Type of Business Services
Number of Employees (consolidated) as of
the End of the Previous Fiscal Year More than 1000
Sales (consolidated) as of the End of the
Previous Fiscal Year From ¥100 billion to less than ¥1 trillion
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year From 10 to less than 50
4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder ―
5. Other Special Circumstances which may have Material Impact on Corporate Governance ―
II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form Company with Auditors
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation 12
Term of Office Stipulated in Articles of
Incorporation 2 year
Chairperson of the Board Chairman (except when the president also has this position)
Number of Directors 7
Selection of Outside Directors Selected
Number of Outside Directors 1
Number of Independent Directors 1
Outside Directors’ Relationship with the Company (1)
Name Attribute Relationship with the Company*
a b c d e f g h i j k
Mitsuo Sakaba Other ○* Categories for “Relationship with the Company” * ”○” when the Director presently falls or has recently fallen under the category;
“ ” when the Director fell under the category in the past * “●” when a close relative of the Director presently falls or has recently fallen under the category;
“▲”when a close relative of the Director fell under the category in the past a. Executive of the Company or its subsidiaries b. Non-executive Director or Executive of a parent company of the Company c. Executive of a fellow subsidiary company of the Company d. A party whose major customer or supplier is the Company or an Executive thereof e. Major customer or supplier of the listed company or an Executive thereof f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other
property from the Company besides compensation as a Director/Auditor g. Major shareholder of the Company (or an Executive of the said major shareholder if the shareholder is a
legal entity) h. Executive of a customer or supplier company of the Company (which does not correspond to any of d, e,
or f) (the Director himself/herself only) i. Executive of a company, between which and the Company Outside Directors/Auditors are mutually
appointed (the Director himself/herself only) j. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only) k. Others
Outside Director’s Relationship with the Company (2)
Name
Designation as
Independent
Director
Supplementary Explanation
of the Relationship Reasons of Appointment
Mitsuo Sakaba ○
Special Contract Professor of
Yokohama City University
Outside Director of Japan
Aviation Electronics Industry,
Ltd.
Mr. Sakaba has insight into politics and
economics from a global perspective
reflecting a career history that includes
being stationed as Japan’s ambassador
to Vietnam and to Blegium, and his
experience serving as Representative of
the Government of Japan to NATO
(North Atlantic Treaty Organization).
The Company expects him to make use
of this insight in the management of the
Company.
Voluntary Establishment of Committee(s) Corresponding to Nomination Committee or Remuneration Committee
Established
Committee’s Name, Composition, and Attributes of Chairperson
Committee Corresponding to Nomination Committee
Committee Corresponding to Remuneration Committee
Committee’s Name Compensation and Promotion Committee
Compensation and Promotion Committee
All Committee Members 3 3
Full-time Members 3 3
Inside Directors 3 3
Outside Directors 0 0
Outside Experts 0 0
Other 0 0
Chairperson Inside Director Inside Director
Supplementary Explanation
The Compensation and Promotion Committee selects Director and Auditor candidates and determines their
remuneration. This committee consists of not more than three Directors, including the Director who oversees
Human Resource Divisions.
[Auditors]
Establishment of Board of Auditors Established
Maximum Number of Auditors Stipulated in
Articles of Incorporation 5
Number of Auditors 3
Cooperation among Auditors, Accounting Auditors and Internal Auditing Divisions
The Company has an accounting audit contract with KPMG AZSA LLC. This firm performs audits at the end
of fiscal periods and at other times as needed. For each audit, this firm submits a report to the Board of
Auditors concerning the auditing method and results of the audit.
In addition, the Auditors receive reports periodically concerning the results of internal audits performed by
the Corporate Auditors Office. The Corporate Auditors Office provides documents and information requested
by Auditors for mutual coordination.
Selection of Outside Auditors Selected
Number of Outside Auditors 2
Number of Independent Auditors 2
Outside Auditors’ Relationship with the Company (1)
Name Attribute Relationship with the Company*
a b c d e f g h i j k l m
Hiroyasu Watanabe Other ○Hikoyuki Miwa Other ○
* Categories for “Relationship with the Company” * ”○” when the Director presently falls or has recently fallen under the category;
“ ” when the Director fell under the category in the past * “●” when a close relative of the Director presently falls or has recently fallen under the category;
“▲”when a close relative of the Director fell under the category in the past a. Executive of the Company or its subsidiary b. Non-executive Director or accounting advisor of the Company or its subsidiaries c. Non-executive Director or Executive of a parent company of the Company d. Auditor of a parent company of the Company e. Executive of a fellow subsidiary company of the Company f. A party whose major customer or supplier is the Company or an Executive thereof g. Major customer or supplier of the Company or an Executive thereof h. Consultant, accountant or legal professional who receives a large amount of monetary consideration or
other property from the Company besides compensation as an Auditor i. Major shareholder of the Company (or an Executive of the said major shareholder if the shareholder is a
legal entity) j. Executive of a customer or supplier company of the Company (which does not correspond to any of f, g, or
h) (the Auditor himself/herself only) k. Executive of a company, between which and the Company Outside Directors/Auditors are mutually
appointed (the Auditor himself/herself only) l. Executive of a company or organization that receives a donation from the Company (the Auditor
himself/herself only) m. Others
Outside Auditors’ Relationship with the Company (2)
Name
Designation as
Independent
Auditors
Supplementary Explanation
of
the Relationship
Reasons of Appointment
Hiroyasu Watanabe ○
Professor of Waseda
Graduate School
Advisor of Ministry of
Finance, Policy Research
Institute
Outside Auditor of Mitsui &
Co., Ltd.
Outside Director of Ishida
Co., Ltd.
After serving as Director of the
National Tax Agency, Mr. Watanabe
researched tax laws as a university
professor. He has considerable
knowledge of finance and accounting.
He was selected as an Outside Auditor
candidate so that his experience can be
reflected objectively in the Company’s
audits.
Hikoyuki Miwa ○
Miwa Certified Public
Accountant Office
Auditor of Agricultural and
Fishery Co-operative
Mr. Miwa has extensive experience
and a high level of insight as an
accounting expert, and has an
objective viewpoint that is
Savings Insurance
Corporation
Auditor of Saitama Medical
University
Outside Company Auditor
of SHOWA
CORPORATION
Outside Auditor of
Sumitomo Metal Mining
Co., Ltd.
independent from the management
team executing business. He was
selected as an Outside Auditor
candidate so that the Company
believes that he can sufficiently fulfil
his role as an Outside Auditor by
carrying out such duties as supervising
the management of the Company.
[Independent Directors and Auditors]
Number of Independent Directors/Auditors 3
Matters relating to Independent Directors/Auditors
All Outside Directors/Auditors who are qualified to be Independent Directors/Auditors are designated
Independent Directors/Auditors.
[Incentives]
Incentive Policies for Directors Performance-linked Remuneration
Supplementary Explanation
The rules concerning remuneration and bonuses for Directors state that the amount of remuneration and
bonuses should reflect results of operations and other factors.
Recipients of Stock Options
Supplementary Explanation
―
[Director Remuneration]
Disclosure of Individual Directors’
Remuneration No Individual Disclosure
Supplementary Explanation
Aggregate remuneration, etc. for all Directors is shown in the Securities Report and the Business Report.
Policy on Determining Remuneration Amounts
and Calculation Methods Established
Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Remuneration for Directors and Auditors is determined, within the limit for remuneration set by a resolution
approved by the shareholders meeting, based on each individual’s title, whether an individual is full-time or
part-time, job responsibilities, social status, balance with the remuneration of employees, the company’s
performance and other factors.
In addition, when determining remuneration for Directors and Auditors, after an examination by the
Compensation and Promotion Committee, the suitability of the remuneration procedure is confirmed by the
Outside Director. Then remuneration is determined by discussions of the Board of Directors for Directors and
discussions among Auditors for Auditors.
[Supporting System for Outside Directors and/or Auditors]
For each meeting of the Board of Directors, the Outside Director and Outside Auditor receive documents
about resolutions to be submitted prior to the meeting. The aim is to improve discussions by the Directors by
facilitating adequate preparation. In addition, when the Corporate Auditors Office submits a report about an
internal audit to a Standing Auditor, this information is also supplied to the Outside Auditors at the Board of
Auditors.
2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
[Board of Directors]
The Company has seven Directors, including one Outside (independent) Director, and three Auditors,
including two Outside (independent) Auditors. The Board of Directors discusses and makes decisions about
important matters involving management and supervises the performance of Directors.
[Board of Auditors]
There are three Auditors, including two Outside (independent) Auditors. These Auditors perform
examinations and other activities involving the operations and finances of the Company and its subsidiaries
based on an annual audit plan. Furthermore, the Auditors receive reports properly from the Accounting
Auditor and Corporate Auditors Office and share their opinions about these reports. The Standing Auditor
attends meetings of the Management Committee and the Executive Board Committee. At these meetings, this
Auditor gathers information that is required and submits opinions as needed.
[Management Committee]
Proposals and reports submitted to the Board of Directors are discussed by the Management Committee,
which meets twice every month.
[Compensation and Promotion Committee]
This committee examines policies and other matters involving compensation and promotions/demotions of
Directors and submits its recommendations to the Board of Directors. This committee consists of not more
than three Directors, including the Director who oversees Human Resource Divisions.
3. Reasons for Adoption of Current Corporate Governance System
The Company has an objective and suitable corporate governance system with checks and balances by the
Directors (including one Outside Director) and audits by the Auditors (including Outside Auditors). We
believe that the current corporate governance system is functioning adequately for the oversight of
management.
III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Meeting of Shareholders and Smooth Shareholder Voting Rights
Supplementary Explanations
Early Notification of General
Meeting of Shareholders
Notices for the ordinary general meeting of shareholders that was held in
May 2015 were sent three weeks before the meeting date.
Allowing Electronic Exercise
of Voting Rights
The Company currently does not use a shareholder voting platform but
plans to start using this platform for the convenience of shareholders
beginning with the ordinary general meeting of shareholders to be held in
May 2016.
Participation in Electronic
Voting Platform
As mentioned above, the Company currently does not use a shareholder
voting platform but plans to start using this platform for the convenience of
shareholders beginning with the ordinary general meeting of shareholders to
be held in May 2016.
Providing Convocation Notice
in English
For the ordinary general meeting of shareholders held in May 2015, the
Company prepared and disclosed an abbreviated version of the notice as
well as reference documents in English.
Other The following measures involving the ordinary general meeting of
shareholders held in May 2015 were taken.
All shareholders were notified of the voting results.
Shareholders who attended the meeting received a questionnaire
concerning how the meeting was held.
2. IR Activities
Supplementary Explanations Presentation by
CEO
Preparation and Publication
of Disclosure Policy
The Company has an IR policy and has posted this policy on
its website.
http://www.nomurakougei.co.jp/ir/policy.html
Regular Investor Briefings
for Individual Investors
Several times each year, regular briefings are held that are
led primarily by the Director who oversees Administration
Divisions (the Corporate Department general manager).
None
Regular Investor Briefings
for Analysts and
Institutional Investors
The Company holds financial results briefings following the
announcement of interim and year-end business results. The
CEO explains the business results at these meetings.
Yes
Posting of IR Materials on
Website
Financial Statements, Presentation Materials for financial
results briefings and Shareholder’s Correspondence are
posted on the website.
http://www.nomurakougei.co.jp/ir/library/
Establishment of
Department and/or
Manager in Charge of IR
The Company has established the Public Relation and IR
Departments.
3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders
The Nomura Group Code of Conduct states that the group is dedicated to
building sound relationships with customers, shareholders and all other
stakeholders.
Implementation of
Environmental Activities, CSR
Activities etc.
The Company uses business operations for a variety of CSR activities.
Examples include preservation of the “miracle pine tree” that survived
the March 2011 tsunami and the development of a store (from planning
and construction to operation) that supplies meals, food, beverages and
utensils for physically handicapped individuals.
Establishment of lumber procurement guidelines and other measures
IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
Basic policy for the internal control system
The basic policy is to ensure that all Executives and employees do their jobs in accordance with the following
management philosophy.
We help to create enriching environments by putting people first and creating new value.
Putting People First
NOMURA reflects a diverse range of human values to create comfortable environments that will improve
consumer’s lives.
Nomura also provides fulfilling, people–centric workplaces where our employees can realize their full
potential.
Creating New Value
NOMURA explores new functions and possibilities for interaction between people, between people and items,
and between people and information to maximize customer attraction and create the best space for our clients’
businesses.
Our Aim
NOMURA improves the culture of people’s everyday lives by improving the environments where people
spend their time. It is through this work that we lead the environment creation industry.
As stated in this philosophy, we are committed to increasing corporate value and continuing to grow by
attracting more customers, creating an environment of excitement, and contributing to the business prosperity
and success of our customers. To accomplish these goals, we have established the following basic policy for
the internal control system and conduct business operations properly and efficiently.
1. System to ensure that Directors and employees do their jobs in compliance with laws, regulations and
the Articles of Incorporation
The NOMURA Group (the “Group”) implements an internal control system for the purpose of ensuring
that Executives and employees perform their jobs in strict compliance with laws, regulations and the
Articles of Incorporation.
Head Office Divisions undergo internal compliance training. The head office receives and responds to
consultations and reports from Business Divisions. If there is a significant violation or other serious
matter in a report, a Risk Management Committee meeting is held and the matter is reported to the
President.
The Risk Management Committee holds periodic meetings in addition to emergency meetings. The
committee checks the operations of the risk management framework, and the compliance framework. In
addition, as needed, the committee works with attorneys, certified public accountants and other external
professionals to take actions that are required to prevent a problem from happening again.
The Company has a Corporate Auditors Office that is independent of Head Office and Business
Divisions. This office performs periodic internal audits, provides information about audit results to
departments that were audited, and submits audit reports to the President, Board of Directors and Board
of Auditors.
2. Storage and management of information concerning the performance of Directors
In accordance with information management and other internal rules, minutes of meetings of the Board
of Directors and other consulting and decision-making units are managed and stored.
3. Rules and system for management of risk of losses
The Company has risk management rules and systems for the entire group. There are also risk
management guidelines that are distributed by using the internal information infrastructure.
For significant risks concerning business operations, the Risk Management Committee grasps and
analyzes the risk and determines a proper response in order to prevent these risk factors from affecting
business operations.
4. System for ensuring that Directors perform their duties efficiently
The Board of Directors is dedicated to performing its duties properly and effectively by establishing clear
rules for reaching decisions in accordance with the Board of Director rules, rules for job authority and
other internal rules.
For faster decisions involving significant items concerning the activities of Directors, the Management
Committee meets to receive reports, discuss issues and make decisions.
5. System for ensuring that the Group’s business operations are conducted properly
The Company has established the NOMURA Group Code of Conduct to provide a set of basic rules for
the activities of all group companies. Each group company uses this code of conduct to establish its own
internal rules. In addition, the NOMURA Head Office Divisions periodically checks these rules and their
implementation for the purpose of maintaining compliance at all group companies.
The Company has designated a department that is responsible for supervising the operations of group
companies and providing guidance and support regarding management.
There are internal and external hotlines for group companies. Rules have been established for the
operation of this reporting system so that people who submit reports remain anonymous and suffer no
adverse consequences.
There are periodic group auditor conferences for the purposes of strengthening ties among the
Company’s Auditors and the Auditors of group companies and upgrading audits for the entire group.
The Corporate Auditors Office, which is responsible for internal audits, periodically audits the business
operations of group companies.
6. Establishment and operation of internal controls for financial reports
The Company has established a proper internal control system for financial reports, and evaluates this
system, in accordance with the Financial Instruments and Exchange Act in order to maintain the
reliability of its financial reports.
7. Employees who assist Auditors
The Corporate Auditors Office properly reports the results of internal audits to the Auditors.
The Corporate Auditors Office assists Auditors who perform their duties when requested.
8. System for reports to the Auditors
The Group Executives and employees, as well as individuals who receive reports from these Executives
and employees, must promptly submit a report to a NOMURA Auditor in accordance with the associated
rules when (a) a NOMURA Auditor requests a report or (b) there is a serious matter, compliance violation
or other event that can have a significant impact on the operations of the Group.
There can be no negative consequences for individuals who submit a report to an Auditor because of the
submission of the report and actions are taken to make everyone aware of this rule.
Information submitted using the hotline are reported periodically to the Auditors while maintaining the
confidentiality of individuals who submitted reports.
9. Other systems for effective audits by the Auditors
Auditors hold periodic meetings with the CEO for a greater mutual understanding of important issues
and other matters involving audits.
There are systems to ensure the effectiveness of audits. For example, Auditors can view minutes of all
meetings of consulting and decision-making units.
A budget is provided to cover expenses of audits by Auditors so that audits can be performed.
Furthermore, the Company pays for expenses and obligations resulting from emergency or other
unscheduled audits.
2. Basic Views on Eliminating Anti-Social Forces and Progress of System Development
1. Basic views on eliminating anti-social forces
The Company has an uncompromising stance regarding the rejection of any relationship whatsoever with
anti-social forces and groups that pose a threat to social order and safety.
2. System for eliminating anti-social forces
The General Affairs Department is responsible for dealing with anti-social forces and the general manager of
this department is responsible for rejecting improper demands.
The Company gathers information about anti-social forces from the police, consulting attorneys and other
sources. If an improper demand is received from an anti-social force or group, the Company responds by
using the cooperation of all departments involved along with interaction with external agencies.
V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures Not Adopted
Supplementary Explanation
―
2. Other Matters Concerning to Corporate Governance System
[Overview of the Timely Disclosure System]
a. Internal system for the timely disclosure of corporate information
The Company has a Disclosure Committee for the purpose of ensuring that important company information
is disclosed in a fair and timely manner, as prescribed in the timely disclosure rules of the Tokyo Stock
Exchange and other guidelines. This committee is chaired by the deputy general manager of the Corporate
Department and consists primarily of section managers within this department.
For significant material facts, the Disclosure Committee first holds discussions. Next, the associated division
submits a proposal to the Board of Directors. After the approval of a resolution or submission of a report, the
information is promptly disclosed. When a significant event occurs, Head Office Divisions gathers
information from the associated division and other sources. A disclosure proposal is then submitted to the
Disclosure Committee to enable the proper release of the information.
b. Internal checking function for timely disclosure
The Corporate Auditors Office is responsible for performing internal audits. To ensure compliance, the
management framework for timely disclosure is audited.
Cooperation with the Accounting Auditor and consulting attorney are used to reinforce the external checking
function with the goal of maintaining the fairness, timeliness and suitability of corporate information
disclosure.
(January 2016)
Appointment/Dismissal
Risk Management Committee
Head Office Divisions (Corporate Department)
General Meeting of Shareholders
Representative Directors (2)
Executive Officers (12)
Board of Directors
Appointment/ Dismissal
Management Committee
Chairperson: President Members: Directors and individuals named by the Chairperson
Appointment/ Dismissal
Reporting
AuditDirectors (7) (including 1 Outside Director)
Auditors (3) (including 2
Outside Auditors)
Reporting Audit
Consulting Attorneys
Liaison Liaison Liaison
ReportingInstruction
Reporting Appointment/Supervision
Appointment/Dismissal
Members: Not more than three Directors
Inte
rnal
Con
trol
Fun
ctio
ns
Audit Corporate Auditors Office (Internal Auditing)
Instruction Reporting/ConsultationReporting/Consultation
Reporting/ Consultation
Instruction
Superior Audit
Preliminary discussions about proposals and reports to be submitted to the Board of Directors
Consultations and recommendations (following confirmation by the Outside Director of the suitability of procedures, etc.)
Board of Auditors
Outside Experts
Group Employees
Compensation and Promotion Committee
Accounting Auditor
Overview of Timely Disclosure Framework (Flowchart)
Accounting Auditors
Consulting Attorneys Group Company
Corporate Auditors Office
Head Office Divisions (Corporate Department)
Disclosure Committee (Collection of timely disclosure information and deliberations)
Board of Directors
Each Division
Info
rmat
ion
Man
agem
ent
Off
icer
Info
rmat
ion
Dis
clos
ure
Liaison Liaison Information management /Reporting
Audit
