NRI works to enhance its corporate governance 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.
Basic Approach to Corporate Governance
(1) Cooperation with stakeholders
NRI respects the interests of stakeholders and cooperates with them in an appropriate manner. In particular, with regard to shareholders, NRI takes the proper measures so that rights are substantially secured, in addition to ensuring substantial equality.
(2) Information disclosure and communication
NRI discloses information as stipulated by laws and by the regulations of the Tokyo Stock Exchange, and information that assists its stakeholders in understanding NRI and its operations properly, in a timely, accurate, and fair manner, to secure transparency as well as to engage in constructive dialogue with its shareholders.
(3) Corporate governance system
NRI is strengthening its management monitoring functions based on the Audit & Supervisory Board System through the appointment of independent directors and independent Audit & Supervisory Board members, as well as the establishment of bodies that are mainly composed of independent directors appointed to advise the Board of Directors.
Roles and Activities of Committees
| Name of the organization | Objective and authority | Head of the organization |
|---|---|---|
| Board of Directors | Conduct the fundamental decision-making that is the basis for the company's business execution and oversee the execution of duties by members of the Board. | Chairman, Member of the Board Shingo Konomoto |
| Audit & Supervisory Board | Discuss and decide auditing policies and other important matters related to auditing and formulate and express audit opinions. | Audit & Supervisory Board Member Yoichi Inada |
| Nomination Committee | The majority of the members shall be independent outside directors. The committee deliberates on executive appointment matters related to directors, Audit & Supervisory Board members, the CEO, and other Board members, from the standpoint of fairness and transparency. | Chairman, Member of the Board Shingo Konomoto |
| Compensation Committee | The majority of the members shall be independent outside directors. The committee deliberates on the system and standards of executive compensation from the standpoint of fairness and transparency. | Senior Executive Managing Director,
Member of the Board,
Representative Director Hidenori Anzai |
| Senior Management Committee | The committee meets in principle to deliberate on important issues involving corporate management in order to achieve consistent business execution and decision-making. | President & CEO, Member of the Board,
Representative Director Kaga Yanagisawa |
| Integrated Risk Management Committee | Based on instructions given by the president, the committee deliberates on important issues concerning risk management, including system failure, information security, and business continuity. | Senior Corporate Managing Director Masaaki Yamazaki |
| Compliance Committee | The committee deliberates on the issues concerning the promotion of ethical and compliance management covering the improvement of structures to comply with corporate ethics and laws and the prevention of violation reoccurrences, based on instructions given by the president. | Senior Corporate Managing Director Masaaki Yamazaki |
| Sustainability Committee | The committee deliberates important matters related to sustainability, based on the instructions of the president & CEO. | Senior Executive Managing Director,
Member of the Board, Representative
Director Hidenori Anzai |
| DX Business Promotion Committee | Based on the instructions given by the president, the committee deliberates on important issues concerning promotion of the digital transformation (DX) business. |
Senior Corporate Managing Director Tomohiko Noguchi |
| Human Resources Development Committee | The committee deliberates on important issues concerning development and training of employees, based on instructions given by the president. | Senior Corporate Managing Director Masaaki Yamazaki |
| Business Development Committee | The committee deliberates on important issues concerning investments in research and development, planned businesses, and investments, such as the acquisition of securities, based on instructions given by the president. | Senior Corporate Managing Director Yoshihiko Sunaga |
| System Development Committee | The committee deliberates on important issues concerning proposals and quotations to clients, as well as on their development and release of IT solution-related systems, based on instructions given by the president. | Senior Corporate Managing Director Tetsuro Watanabe |
| Disclosure Committee | The committee deliberates on important issues concerning the disclosure of the Annual Securities Report and other documents, based on instructions given by the president. | Senior Corporate Managing Director Yoshihiko Sunaga |
| Crisis Management Committee | Based on instructions given by the president, the committee will promptly develop and support systems at the time of a crisis, including natural disasters, infectious diseases, system failure, and information security emergencies. | Senior Executive Managing Director,
Member of the Board, Representative
Director Hidenori Anzai |
| Business Promotion Committee | The committee involves administrative departments from the headquarters and management departments within business divisions and seeks to establish highly effective and efficient internal controls. | Senior Corporate Managing Director Yoshihiko Sunaga |