Management Policy

Management Policy

Chapter 1: General rules

<Basic approach to corporate governance>

Article 1

1. Our company always pursues the best corporate governance and works continuously to enhance areas involving corporate governance.

2. From the perspective of achieving sustained growth and improving our corporate value over the long term, we will ensure that our decision-making is transparent and fair while fully and effectively utilizing our management resources to make prompt and decisive decisions. With this in mind, we believe that increasing the vitality of management through decision-making is the key to corporate governance, and we will work to enhance corporate governance in line with the following basic approach.

   1. Respect the rights of shareholders and ensure equality.
   2. Consider the interests of stakeholders, including shareholders, and cooperate with stakeholders in an appropriate manner.
   3. Appropriately disclose company information and ensure transparency.
   4. The Board of Directors and the Board of Auditors will fulfill their roles and responsibilities based on their fiduciary responsibilities and accountability to shareholders.
   5. We will engage in constructive dialogue with shareholders whose investment policies align with the medium- to long-term interests of shareholders.

Chapter 2: Ensuring shareholder rights and equality

<General Meeting of Shareholders>

Article 2

1. In order to ensure that shareholders have sufficient time to consider the proposals from the General Meeting of Shareholders and exercise their voting rights appropriately, NOMURA will promptly disclose the notice of the Ordinary General Meeting of Shareholders on the company website. The notice will also be sent out at least three weeks in advance of the meeting date.

2. NOMURA will work to create an environment in which all shareholders, including shareholders who do not attend the General Meeting of Shareholders, can appropriately exercise their voting rights, such as by using an electronic voting platform.

<Ensuring equality for shareholders>

Article 3

1. NOMURA will treat all shareholders equally according to their stake in the company, and disclose information in a timely and appropriate manner so as to prevent any disparity in information among shareholders.

<Basic policy relating to exercising of voting rights pertaining to cross-shareholding of shares and to cross-shareholding shares>

Article 4

1. NOMURA, through its Board of Directors, separately establishes and discloses a basic policy on cross-shareholding of listed shares and a basic policy on exercising voting rights pertaining to cross-shareholding shares. These basic policies must, of course, contribute to improving the long-term corporate value of our company, and also lead to improving the corporate value of the companies that hold our shares.

Chapter 3: Considering stakeholder interests

<Ethical standards and conflicts of interest>

Article 5

1. The Board of Directors will establish and share a code of conduct to ensure that all our officers and employees act ethically at all times.

2. Directors must obtain the approval of the Board of Directors when an issue occurs in which there is a conflict of interest (including potential conflicts).

<Relationship with stakeholders>

Article 6

1. The Board of Directors shall consider the interests of not only shareholders but also employees, customers, business partners, creditors, local communities and other various stakeholders in order to improve the long-term corporate value of the Company.

Chapter 4: Ensuring transparency and the appropriate disclosure of information

<Disclosure of our policies on risk management, internal control systems, etc.>

Article 7

1. Based on the Companies Act and other applicable laws and regulations, the Board of Directors will determine policies concerning risk management, internal control systems, and legal compliance for NOMURA and its corporate group, and disclose them in a timely and appropriate manner.

2. The Board of Directors will disclose financial and operational matters in a fair, detailed, and plain manner in accordance with the Companies Act, the Financial Instruments and Exchange Act, other applicable laws and regulations, and other applicable regulations of financial instruments exchanges.

Chapter 5: Responsibilities of the Board of Directors, etc.

<Roles of the Board of Directors>

Article 8

1. The Board of Directors, entrusted by the shareholders, will achieve efficient and effective corporate governance for all shareholders who seek to increase their own interests by maximizing our long-term corporate value. Through these means, NOMURA will take responsibility for its sustained growth and aim to maximize its long-term corporate value.

2. To fulfill the responsibilities set forth in the preceding paragraph, the Board of Directors will ensure the fairness and transparency of management by exercising its supervisory function over the company’s overall operating activities. The Board of Directors will also make the very best decisions for the company by nominating and evaluating the CEO and other members of the executive team, deciding their remuneration, and making decisions on important business operations.

<Roles of Independent Outside Directors>

Article 9

1. Independent Outside Directors will verify and evaluate the results of management and the performance of the executive team as needed against the management strategies and management plans decided by the Board of Directors. They will appropriately supervise the suitability of entrusting the current executive team with the running of the company from the perspective of the common interests of all shareholders.

<Chairman of the Board of Directors>

Article 10

1. The Chairman of the Board of Directors will strive to improve the quality of discussions at the Board of Directors and ensure that the Board of Directors operates effectively and efficiently. To fulfill this responsibility, the Chairman of the Board of Directors must ensure that there is sufficient time for all proposals and that each director receives appropriate information in a timely manner.

<Composition of the Board of Directors>

Article 11

1. The number of people on the Board of Directors (excluding directors who are members of the Board of Auditors) shall be no more than 12, and the number of directors who are members of the Board of Auditors (hereafter, “Board of Auditors members”) shall be no more than five.

2. Independent Outside Directors shall comply with the standards for independence of Outside Directors stipulated by the Tokyo Stock Exchange.

<Qualifications and nomination procedures for directors (excluding Board of Auditors members)>

Article 12

1. Director (excluding Board of Auditors members; the same applies for the rest of this article) must be individuals who possess a high sense of ethics together with an outstanding character, insight, ability, and extensive experience.

2. NOMURA has established an approach regarding diversity in the composition of its Board of Directors, and gives consideration to the diversity of directors when selecting candidates for directors.

3. The appointment of directors (including substitute directors) shall be decided by the Board of Directors based on this article and after deliberation by the Nomination and Remuneration Committee.

<Qualifications and nomination procedures for Board of Auditors members>

Article 13

1. Board of Auditors members must be individuals who possess a high sense of ethics together with an outstanding character, insight, ability, and extensive experience. At least one of the Board of Auditors members must have sufficient knowledge of finance and accounting.

2. NOMURA has established an approach regarding the composition of its Board of Auditors, and gives consideration to the diversity of Board of Auditors members when selecting candidates for these members.

3. The appointment of Board of Auditors members (including substitute members) will be decided by the Board of Directors based on this article and after deliberation by the Nomination and Remuneration Committee and approval from the Board of Auditors.

<Establishment of the Nomination and Remuneration Committee>

Article 14

1. NOMURA will establish a Nomination and Remuneration Committee as an advisory body to the Board of Directors.

2. The Nomination and Remuneration Committee shall consist of three or more members, with the majority being Outside Directors.

<Roles of the Nomination and Remuneration Committee>

Article 15

1. The Nomination and Remuneration Committee will deliberate the appointment, promotion, demotion, and dismissal of directors (excluding Board of Auditors members) and executive officers, as well as matters related to the appointment and dismissal of Board of Auditors members, and then report their findings to the Board of Directors.

2. The Nomination and Remuneration Committee will deliberate matters related to the remuneration of directors (excluding Board of Auditors members) and executive officers, and then report their findings to the Board of Directors.

<Responsibilities of directors>

Article 16

1. Directors must gather sufficient information to perform their duties, actively express their opinions, and engage in exhaustive discussion.

2. Directors will demonstrate their expected abilities, spend sufficient time on behalf of the company, and perform their duties as directors.

3. Directors must understand relevant laws and regulations, articles of incorporation, board rules, and other internal regulations upon assuming their role as a director, and fully understand their work responsibilities.

<Director diligent study and training>

Article 17

1. Newly appointed directors will participate in a training program that includes training on compliance, immediately after assuming the role as a director.

2. Directors, in order to fulfill their role, must always actively gather information and study diligently about financial conditions, corporate governance, and other matters.

<Setting proposals, etc., for the Board of Directors>

Article 18

1. The Chairman of the Board of Directors will set the schedule, ensuring there is enough time, to discuss major matters such as the management strategy.

2. Prior to each meeting of the Board of Directors, the Chairman of the Board of Directors will consult with the officers in charge of the operation of the Board of Directors to establish proposals for the Board of Directors.

3. Materials related to the proposals for the Board of Directors must be distributed to each director, including Outside Directors, well in advance of the Board of Directors meeting date, so that the directors can thoroughly discuss the proposals at each meeting. However, this does not apply to proposals with a particularly high level of confidentiality.

<Access to internal information for Independent Outside Directors and Board of Auditors members>

Article 19

1. Independent Outside Directors (excluding Board of Auditors members) and Board of Auditors members can request explanations or reports from Inside Directors, executive officers, and employees at any time when it is necessary or considered to be appropriate. They can also request these individuals to submit internal documents.

2. NOMURA will establish an Administrative Office within the Investor Relations and Corporate Governance Department to enable Independent Outside Directors (excluding Board of Auditors members) to perform their duties appropriately.

3. NOMURA will assign suitable personnel and a budget to the Audit Office and the Office of the Board of Auditors to enable the Board of Auditors and each Board of Auditors member to perform their duties appropriately.

<Meeting of Independent Outside Directors>

Article 20

1. NOMURA will hold meetings regularly composed mostly of Independent Outside Directors to discuss matters concerning the business and corporate governance.

<Self-evaluation>

Article 21

1. Directors will conduct self-evaluations regularly on the effectiveness of the Board of Directors and their own responsibilities as directors, and submit the results to the Board of Directors. Based on each director’s self-evaluation, the Board of Directors will analyze and evaluate the effectiveness of the Board of Directors as a whole every year, and then disclose a summary of the results in a timely and appropriate manner.

<Remuneration for directors, etc.>

Article 22

1. Director (excluding Board of Auditors members; the same applies for the rest of this article) remuneration shall be appropriate, fair, and well-balanced to motivate the directors to maximize NOMURA’s corporate value.

2. NOMURA will disclose the policy regarding director remuneration as determined by the Board of Directors in a timely and appropriate manner.

3. Independent Outside Director (excluding Board of Auditors members) remuneration shall be appropriate to the hours and work responsibilities of each Independent Outside Director participating in business conducted at NOMURA, but shall not include stock-related remuneration or other performance-linked elements.

4. Directors remuneration will be established by the Board of Directors based on the standards determined through deliberation by the Nomination and Remuneration Committee.

5. NOMURA will disclose the amount of remuneration paid to directors using an appropriate manner along with the policy in paragraph 2 above.

6. Remuneration standards for executive officers are stipulated in the executive officer regulations, and individual remuneration amounts will be established by the Board of Directors after deliberation by the Nomination and Compensation Committee.

Chapter 6: Dialogue with shareholders

<Dialogue with shareholders>

Article 23

1. The Chairman of the Board of Directors will strive to ensure that the opinions of shareholders are shared across the entire Board of Directors.

2. The director in charge of investor relations, who also supervises constructive dialogue with shareholders, shall hold dialogues as needed with major shareholders, whose investment policies align with the medium- to long-term interests of shareholders, concerning corporate governance and important management policies. When engaging in such dialogues, due consideration shall be given to ensure that no substantial disparities in information occur between shareholders.

3. NOMURA will separately establish and disclose basic policies concerning system development and initiatives to promote constructive dialogue with shareholders.