Corporate Governance

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.

Corporate Governance Structure

Corporate Governance Guidelines

Chapter I General Provisions

(Basic Views on Corporate Governance)
Article 1 NOMURA Co., Ltd. (the “Company”) constantly aims for the best possible corporate governance and is constantly taking actions to upgrade corporate governance.
(2) 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.

Chapter II Securing the Rights and Equal Treatment of Shareholders

(General Meeting of Shareholders)
Article 2 The Company promptly posts notices of convocation of the ordinary general meeting of shareholders on its website and sends notices to shareholders three weeks before the meeting date. The aim of these measures is to give shareholders sufficient time to consider proposals to be submitted at the meeting and enable them to exercise their right to vote properly.
(2) The Company uses an electronic voting platform and other measures to create an environment in which all shareholders, including those who do not attend a general meeting of shareholders, can exercise their right to vote properly.
(Securing the Equal Treatment of Shareholders)
Article 3 The Company discloses information in a timely manner to ensure no differences in information accessibility among shareholders regardless of how many shares are owned.
(Basic Policy for Cross-shareholdings and Voting Cross Share-holdings)
Article 4 The Board of Directors has established and disclosed a basic policy for the cross-share-holdings of listed companies and a basic policy for voting for these shares. These policies must be structured to contribute to the long-term growth of the Company’s corporate value as well as to the growth of corporate value of the companies that issued these shares.

Chapter III Consideration of Stakeholder Interests

(Ethical Standards and Conflicts of Interest)
Article 5 The Board of Directors has established and disclosed a code of conduct so that all Executives and employees always comply with high ethical standards.
(2) If there is a problem (including a potential conflict of interest) involving a conflict of interest involving a Director, the Director must promptly submit a report to the Board of Directors and receive the board’s approval.
(Stakeholder Relationships)
Article 6 To achieve long-term growth in corporate value, the Board of Directors takes into consideration the interests of shareholders, employees, customers, suppliers, lenders, communities and all other stakeholders.

Chapter IV Ensuring Appropriate Information Disclosure and Transparency

(Disclosure of the Policy for Risk Management, Internal Control Systems and Other Items)
Article 7 In accordance with the Companies Act and other applicable laws and regulations, the Board of Directors determines and discloses in a timely manner policies concerning risk management, internal control systems, compliance and other items at the NOMURA Group.
(2) The Board of Directors discloses financial and business information using methods that are fair, thorough and equal. These activities comply with the Companies Act, Financial Instruments and Exchange Act and other applicable laws and regulations as well as with the rules of financial instruments exchanges

Chapter V Responsibilities of the Board of Directors

(Roles of the Board of Directors)
Article 8 The role of the Board of Directors is acting on behalf of shareholders by implementing efficient and effective corporate governance in order to serve all shareholders, who aim for growth in their own profits, by maximizing long-term growth in corporate value. The Directors are responsible for taking these actions for the purpose of achieving sustained growth and the greatest possible long-term growth in corporate value.
(2) To fulfill these responsibilities, the Board of Directors aims for the fairness and transparency of management by using its supervisory functions for all aspects of management. In addition, the Board of Directors appoints Chief Executive Officers and other Executives, evaluates their performance and determines their remuneration. The Board of Directors also makes decisions about important matters involving business operations. All decisions by the Board of Directors are intended to be in the best interests of the Company.
(Roles of Independent Outside Directors)
Article 9 Independent Outside Directors constantly confirm and evaluate the Company’s results of operations and the performance of Executives in relation to the business strategies and plans created by the Board of Directors. By performing these activities, these Directors perform oversight to determine whether or not entrusting the current Executives with management of the Company is proper with respect to the interests of all shareholders.
(Chairperson of the Board of Directors)
Article 10 The roles of the Chairperson of the Board of Directors are to increase the quality of discussions and operate the Board effectively and efficiently. To perform these roles, the Chairperson must allocate sufficient time for all proposals and ensure that all Directors receive the information they require in a timely manner.
(Composition of the Board of Directors)
Article 11 The Board of Directors has a maximum of 12 members. Beginning with the end of the ordinary general meeting of shareholders to be held in 2016, at least two Directors will be Independent Outside Directors.
(2) Independent Outside Directors shall meet the standards concerning independence of Outside Directors set by the Tokyo Stock Exchange.
(Director Qualifications and Selection Process)
Article 12 Directors of the Company must excel in terms of their character, knowledge, capabilities and experience as well as adhere to high ethical standards.
(2) The Company has established a stance concerning the diversity of the Board of Directors and uses this stance when selecting Director candidates in order to achieve diversity.
(3) To select candidates for new Directors (including alternate Directors), based on the provisions of this article, the Compensation and Promotion Committee conducts examinations and submits recommendations. The Outside Director then confirms the suitability of this process. Next, after sufficient discussions, the Board of Directors selects candidates.
(Auditor Qualifications and Selection Process)
Article 13 Auditors of the Company must excel in terms of their character, knowledge, capabilities and experience as well as adhere to high ethical standards. At least one Auditor must be an individual with an appropriate amount of knowledge of finance and accounting.
(2) The Company has established a stance concerning the composition of the Board of Auditors. When selecting Auditor candidates, the goal is to achieve diversity based on this stance.
(3) To select candidates for new Auditors (including alternate Auditors), based on the provisions of this article, the Compensation and Promotion Committee conducts examinations and submits recommendations. The Outside Director then confirms the suitability of this process. Next, after sufficient discussions, the Board of Directors selects candidates.
(Establishment of Compensation and Promotion Committee)
Article 14 The Company has a Compensation and Promotion Committee that serves as an advisory body to the Board of Directors.
(2) This Committee consists of no more than three Directors, including the Director who oversees Human Resource Divisions.
(Compensation and Promotion Committee)
Article 15 The Compensation and Promotion Committee examines proposals of the shareholders meeting concerning the election and dismissal of Directors and other matters before these proposals are finalized and submits recommendations to the Board of Directors.
(2) The Committee studies policies concerning remuneration and other matters involving Directors, the remuneration of individual Directors and other matters and submits recommendations to the Board of Directors.
(Responsibilities of the Directors)
Article 16 Directors must acquire the amount of information needed to perform their duties and participate in discussions by stating their opinions positively .
(2) Directors must fulfill their duties as a Director by using their skills as expected and spending an adequate amount of time on matters involving the Company.
(3) When a Director is elected, the individual must fully understand associated laws and regulations, the Articles of Incorporation, the Board of Directors rules and other Company's internal rules as well as the duties of Directors.
(Training and Self-study for Directors and Auditors)
Article 17 After their election, new Directors quickly complete a training program that includes legal affairs and compliance.
(2) To enable Directors and Auditors to perform their duties, Directors and Auditors must constantly collect information on their own initiative concerning the Company’s financial position, compliance, corporate governance and other subjects and take other self-study measures.
(Establishment of Board of Directors Agenda Items)
Article 18 The Chairperson of the Board of Directors must determine the agenda so there is sufficient time for discussions of strategies and other important matters.
(2) Prior to each meeting, the Chairperson of the Board of Directors must hold discussions with the Executive responsible for the operation of the Board and select agenda items for the meeting.
(3) Documents concerning agenda items and proposals must be distributed to all Directors, including the Outside Director, sufficiently in advance of each meeting so that the Directors can hold thorough discussions at every meeting. However, this does not apply for matters that require confidentiality.
(Access to Internal Information by Independent Outside Directors and Auditors)
Article 19 The Independent Outside Directors and Auditors of the Company can ask for the submission of information whenever necessary or appropriate. This includes requests for explanations or reports from other Directors, Executive Officers and employees as well as requests for internal documents.
(2) The Company has a secretariat within the General Affairs Department to enable Independent Outside Directors to perform their duties properly.
(3) The Company provides the necessary staffing and budget for the Corporate Auditors Office so that the Board of Auditors and all Auditors can perform their duties properly.
(Meetings of Independent Outside Directors and Auditors)
Article 20 As needed, the Company holds meetings consisting mainly of the Independent Outside Directors and Auditors for the purpose of discussing matters involving business operations and corporate governance.
(Self-assessments)
Article 21 Directors perform on a regular basis self-assessments concerning the effectiveness of the Board of Directors and their own performance as a Director. Results are submitted to the Board. Based on these self-assessments, the Board of Directors analyzes and evaluates each year the effectiveness of the Board as a whole and releases a summary of this information in a timely manner.
(Remuneration of Directors, etc.)
Article 22 Remuneration for Executive Directors is structured to be appropriate, fair and balanced. Remuneration is linked to the medium and long-term gains for shareholders. Furthermore, remuneration can be increased based on the amount of each individual’s motivation to achieve the greatest possible growth in corporate value.
(2) The Company discloses in a timely manner the policy for the Directors’ remuneration determined by the Board of Directors based on recommendations by the Compensation and Promotion Committee and the Outside Directors.
(3) Remuneration for Independent Outside Directors reflects the time spent by each Director contributing to the Company’s operations and each Director’s duties. This remuneration does not include compensation linked to the Company’s stock option or compensation linked to results of operation.
(4) Following a fair study by the Compensation and Promotion Committee and Outside Directors and their recommendations, remuneration for Directors is determined by a resolution submitted by the Board of Directors at a shareholders meeting.
(5) The Company discloses the amount of remuneration for Directors along with the policy in the above paragraph 2 by using a suitable method.

Chapter VI Dialogue with Shareholders

(Dialogue with Shareholders)
Article 23 The Chairperson of the Board of Directors is responsible for seeing that all Directors are made aware of the opinions of shareholders.
(2) The Director who oversees investor relations is responsible for the oversight of constructive dialogues with shareholders. There are frequent dialogues concerning corporate governance and important management policies with major shareholders with investment policies consistent with the medium to long-term interests of shareholders. At these dialogues, care is exercised to prevent differences in access to information among shareholders.
(3) The Company has established a basic policy for the framework and activities required to facilitate constructive dialogues with shareholders and has disclosed this policy.

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