NRI Corporate Governance Guidelines
The purpose of NRI Corporate Governance Guidelines is to ensure that the company practices the best corporate governance as it strives to achieve sound and sustainable growth that enhances corporate value over the mid to long-term while adhering to NRI’s corporate philosophy.
NRI Corporate Governance Guidelines(223KB)
Basic Policy on Corporate Governance
NRI works to enhance corporate governance in accordance with the basic approach outlined below, based on the recognition that corporate governance consists of mechanisms for transparent, fair, timely, and accurate decision-making based on the perspective of stakeholders, including society, clients, employees, business partners, and shareholders, for sound and sustainable growth and the increase of corporate value over the medium to long term.
- Cooperation with stakeholders
NRI respects the interests of stakeholders and cooperates with them in an appropriate manner. In particular NRI takes proper measures so that rights are substantially secure and to ensure significant equality. - Information disclosure and communication
NRI discloses information as stipulated by laws and by the regulations of the Tokyo Stock Exchange, and information that assists our stakeholders in understanding NRI and our operations properly, in a timely, accurate, and fair manner, to ensure transparency as well as to engage in constructive dialogue with our shareholders. - Corporate governance system
The Company is strengthening its management monitoring functions by adopting the organizational structure of a Company with an Audit & Supervisory Committee, as allowed under the provisions of the Companies Act, and striving to expedite the business execution by allowing the decision-making authority for execution of important business to be delegated from the Board of Directors to Members of the Board while enhancing deliberation of more important management issues at the Board of Directors meetings.
Board of Directors
The Board of Directors is responsible for realizing the Company’s corporate philosophy and for increasing corporate value and the common interests of its shareholders over the mid- to long-term. To fulfill these responsibilities, the Board of Directors makes decisions on important matters such as management policies, and delegates decision-making authority regarding the execution of other duties to the executive directors and other Senior Managing Directors, thereby exercising its oversight function. In principle, meetings of the Board of Directors are held once a month, and are convened on an ad hoc basis as necessary to allow sufficient and necessary discussion.
The Board of Directors is composed in a balanced manner of executive directors, non-executive directors, and Outside Directors. In order to facilitate appropriate decision-making and oversight from diverse perspectives—including the viewpoints of business execution, supervision, and outside parties—at least one-third of Members of the Board shall be Independent Directors. In addition, the Chairperson of the Board of Directors shall be a non-executive director in order to ensure the separation of oversight and business execution.
In the selection of Members of the Board, candidates must possess extensive practical experience, high capabilities, and understanding. In addition, for Members of the Board who are not Audit & Supervisory Committee Members, individuals are selected if they are expected to contribute to the enhancement of the Company’s corporate value over the mid- to long-term in alignment with the Company’s corporate philosophy. For Members of the Audit & Supervisory Committee, individuals are selected if they are expected to perform audits from a neutral and objective standpoint and contribute to ensuring the soundness of management. As a whole, the composition of the Board of Directors takes into consideration a balanced combination of experience in the Company’s business, corporate management, risk management, corporate finances and accounting, and overseas businesses, etc., that are deemed necessary in light of the Company’s mid- to long-term management strategies, as well as gender, internationality, work experience, accumulated knowledge, and other factors. This enables appropriate decision-making and oversight based on diverse perspectives and values.
Nomination Committee
The Nomination Committee is established as an advisory body to the Board of Directors to ensure independence, objectivity and the ability to provide explanations regarding the Board’s functions related to the personnel matters of Company officers such as Members of the Board and the Company president, etc. Independent Directors shall form a majority of the Committee.
The Nomination Committee deliberates, on an annual basis, and from an objective and fair perspective, on the appropriateness of the establishment and implementation of the succession plan for the Company president, on the selection of candidates for Members of the Board and the Company president, as well as on the appropriateness of the criteria and processes for such selection, based on consultation by the Board of Directors. If doubt is cast on the performance, etc. of a Member of the Board or the Company president, etc., the Nomination Committee deliberates on the appropriateness of dismissal and the decision-making process therefor.
Compensation Committee
The Compensation Committee is established as an advisory body to the Board of Directors to ensure independence, objectivity and the ability to provide explanations regarding the Board’s functions related to executive Remunerations. Independent Directors shall form a majority of the Committee.
Upon receiving inquiries from the Board of Directors, the Compensation Committee deliberates from an objective and fair perspective on the system and standards for Members of the Board’s Remunerations, as well as on the details of the Remunerations for each Member of the Board (excluding Members of the Audit & Supervisory Committee) and the appropriateness of the determination process.
Sustainability Governance Committee
In order to enhance the effectiveness of oversight and clarity in explanations regarding the Group’s responses to material sustainability-related matters, the Company has established a Sustainability Governance Committee, composed of Members of the Board, with at least one Independent Director serving as a member.
The Sustainability Governance Committee deliberates on matters such as the Group’s sustainability management framework and materiality.
Audit & Supervisory Committee
The Audit & Supervisory Committee serves as an independent body that has received the mandate of the Company’s shareholders to appropriately conduct the auditing of the execution of duties by Members of the Board and exercise authority regarding the appointment and dismissal of Members of the Board and accounting auditors, and authority regarding remuneration. By accepting this role, the Audit & Supervisory Committee assumes responsibility for establishing a high-quality corporate governance system that fulfills social trust and achieves the Company’s sustainable corporate growth and enhances corporate value over the mid- to long-term.
To fulfill these responsibilities, Audit & Supervisory Committee strives to improve the audit quality and realize efficiency of their audits by gathering the information and materials required to conduct audits of Members of the Board’s performance of their duties. These materials shall include reports from individual Members of the Board and Senior Managing Directors as well as regular employees and the Company’s accounting auditors.
Independent Directors shall form a majority of the Audit & Supervisory Committee.To ensure the effectiveness of auditing, at least one appointed Member of the Audit & Supervisory Committee must have considerable knowledge of finance and accounting, and full-time Members of the Audit & Supervisory Committee are appointed.