[Principle
3-1]
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 Founders Principles, and the
Code of Ethics of Nomura Group on the Companys website.
https://www.nomuraholdings.com/company/basic/
Management Strategies and Management Plans: Please refer to the materials on the Companys website Presentations
https://www.nomuraholdings.com/investor/presentation/
|
(2)
|
Underlying Concept of Corporate Governance and Basic Policies
|
Please refer to the Guidelines.
|
(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 (bonuses and deferred compensations such as stock options) to Outside
Directors. Further, the Company abolished retirement bonuses in 2001.
|
(4)
|
Policies and Procedures to appoint/dismiss the senior management and nominate the directors 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.
|
(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/investor/shm/
[Supplementary Principle
4-1-1]
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/company/cg/regulations.html
[Principle
4-9]
Please refer to II.1. Matters relating to Independent Directors in this Report.
[Supplementary Principle
4-11-1]
Please refer to Article 3 Composition of the Board of Directors of the Guidelines.
The Companys Board of Directors, to carry out active discussions from various points of view, is made up of members with expertise in
areas such as finance and corporate management, and who are diverse in terms of factors such as nationality, gender, and background. Specifically, the Board of Directors is made up of two persons who are corporate managers, two persons who are
accountants, two persons who are well-versed in the securities business, one person who is well-versed in accounting and corporate management, one person who is well-versed in finance-related legal systems, and two persons who concurrently serve as
executive officers, and out of these members, two persons are
non-Japanese
directors and two persons are female directors.
[Supplementary Principle
4-11-2]
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/investor/shm/
[Supplementary Principle
4-11-3]
Please refer to Article 6 Self-Evaluation of the Guidelines. Further, the summary of the results of the analysis and evaluation of
the effectiveness of the Board for the fiscal year ended March 31, 2019 are as follows:
< Concerning the Summary of the Results of
the Analysis/Evaluation Regarding the Effectiveness of the Board of Directors during the Fiscal Year Ended March 31, 2019 (FY 2019)>
In the second half of FY 2019, the Company conducted a self-evaluation regarding the effectiveness of the Board of Directors during FY 2019.
The self-evaluation of the Board of Directors, concerning matters such as the status of discussions at meetings of the Board of Directors
and matters such as the method of operations of the Board of Directors and the quality/quantity of information provided to the Board of Directors, was carried out by having each director evaluate each item, and by holding discussions at meetings of
the Board of Directors and meetings of the Outside Directors based on the results thereof.
This year, in response to past evaluation
results and growing worldwide interest in relation to the prevention of money laundering, compliance reports to the Board of Directors that included initiatives on these matters within the Nomura Group were substantially increased. Furthermore, at
the Nomura Executive Officers Meeting that Outside Directors also attend, with SDGs as the theme, various initiatives were carried out, such as discussions concerning matters such as the relationship with Vision C&C, the sustainable growth model
that Nomura should aim for, and matters such as important issues and measures for the purpose of solutions.
2