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.
To clarify NRI’s basic thinking and policy on corporate governance, we have published the "NRI Corporate Governance Guidelines".
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 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.
[As of July 1, 2025]
Roles and Activities of Committees
| Name of the organization | Objective and authority | Head of the organization |
|---|---|---|
| Board of Directors | NRI has delegated considerable authority and responsibility for business execution to directors and executive officers. The Board of Directors is exclusively responsible for fundamental decision-making that are the basis for the Company’s business execution and for overseeing the execution of duties by Members of the Board. |
Chairman Member of the Board Shingo Konomoto |
| Nomination Committee | The committee regularly deliberates each year on the development and implementation of succession plans for the president, the selection of director and the appointment of the president and other executives, from an objective and fair perspective in light of basic management policies and selection criteria for each officer. | Chairman Member of the Board Shingo Konomoto |
| Compensation Committee | The majority of the members of this committee are independent outside directors. Based on consultations, the committee deliberates on matters such as the remuneration system and levels for directors, and the remuneration content for each director (excluding Audit & Supervisory Committee members), from an objective and fair perspective. | Senior Corporate Managing Director Member of the Board Masaaki Yamazaki |
| Sustainability Governance Committee | The committee, made up of directors (including at least one independent outside director), deliberates on the Group’s sustainability management framework and key materiality issues, including climate change and information security. | President & CEO Member of the Board Representative Director Kaga Yanagisawa |
| Audit & Supervisory Committee | NRI's Audit & Supervisory Committee appropriately oversees and audits the execution of duties by the company's directors. | Member of the Board (Member of the Audit & Supervisory Committee) Yoichi Inada |
| Senior Management Committee | The Committee deliberates on important matters of company management in order to centralize the intention of business execution. | President & CEO Member of the Board Representative Director Kaga Yanagisawa |
| Integrated Risk Management Committee | The Committee deliberates on important issues related to risk management of the Group, such as system failures and information security and business continuity, based on the instructions of the President & CEO. | Senior Corporate Managing Director Member of the Board 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 the instructions of the President & CEO. | Senior Corporate Managing Director Member of the Board Masaaki Yamazaki |
| Sustainability Committee | The committee deliberates important matters related to sustainability, based on the instructions of the president & CEO. | Senior Corporate Managing Director Member of the Board Masaaki Yamazaki |
| Human Resources Development Committee | The Committee deliberates on important issues concerning ability development and training of employees, based on instructions given by the President & CEO. | Senior Corporate Managing Director Member of the Board 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 & CEO. | Senior Managing Director Takao Yamaguchi |
| 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 & CEO. | Senior Corporate Managing Director Tetsuro Watanabe |
| Disclosure Committee | The Committee deliberates on important issues concerning the disclosure of Annual Securities Report and other documents, based on instructions given by the President & CEO. | Senior Managing Director Takao Yamaguchi |
| Crisis Management Committee | The Committee will develop and support a prompt system in the event of a crisis such as natural disasters and infectious diseases, system failures, and information security failures, based on instructions given by the President & CEO. | Senior Corporate Managing Director Member of the Board Masaaki Yamazaki |
| 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 Managing Director Takao Yamaguchi |