Corporate Governance

(As of 1st July, 2017)

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 through the practice of the corporate philosophy.

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.

  1. (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 proper measures so that rights are substantially secured, in addition to ensuring significant equality.
  2. (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 our stakeholders in understanding NRI and our operations properly, in a timely, accurate, and fair manner, to secure transparency as well as to engage in constructive dialogue with our shareholders.
  3. (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.

Corporate Governance Structure

Measures Aimed at Ensuring Meaningful General Meeting of Shareholders

To help invigorate the General Meeting of Shareholders and facilitate the exercise of voting rights, we take steps such as setting meeting dates with the aim of maximizing shareholder attendance and sending meeting notices early on, and have adopted an electronic voting platform for institutional investors. We also undertake activities to improve communications with shareholders. One example is the holding of management briefings following the General Meeting of Shareholders to explain the status of NRI's business and future initiatives primarily to individual investors.

Board of Directors

NRI has nine Members of the Board, including three Outside Directors. Members of the Board are elected for a one-year term, creating a management system that can respond in a timely manner to changes in the business environment and clarifying all management responsibilities for each fiscal year. By inviting Outside Directors, NRI will improve the supervisory function and realize fairer, more transparent management. In selecting outside members, in addition to independence, emphasis is placed on candidates who possess the breadth of experience and insightful knowledge appropriate for monitoring business execution at NRI from an objective standpoint.

The Board of Directors convenes once a month and on an extraordinary basis as needs dictate. Authority and responsibility for business execution are largely delegated to Senior Managing Directors and Managing Directors, while the Board of Directors is responsible for decisions that become the basis for our business execution on a companywide level and for the supervision of performance of duties. NRI has established the Nomination Committee as an advisory body for the Board of Directors. The committee is mainly composed of Independent Directors and is designed to deliberate on the appointment of Board of Directors and Audit & Supervisory Board Members. NRI has also established the Compensation Committee to deliberate on executive compensation. It is also mainly composed of Independent Directors.

Senior Managing Directors and Managing Directors appointed through a resolution by the Board of Directors are responsible for the execution of business based on policies adopted by the Board. NRI holds a Senior Management Committee attended by Representative Directors and Senior Managing Directors once a week and deliberates on the important issues involving corporate management in order to coordinate our business activities and build consensus in executing business operations.

Audit & Supervisory Board

NRI has five Audit & Supervisory Board Members, including three Outside Audit & Supervisory Board Members*. In addition to participating in the Board of Directors meetings and on other important committees, Audit & Supervisory Board Members may request reports from employees and executives to provide impartial supervision of business execution by the Members of the Board. The Outside Audit & Supervisory Board Members are selected for their ability to formulate fair opinions and to objectively audit the business execution of the Members of the Board in order to maintain impartiality and independence of the corporate auditing system.

The Audit & Supervisory Board discusses and decides auditing policies and other important matters related to auditing and formulates and expresses audit opinions. In carrying out audits, Audit & Supervisory Board Members coordinate with the accounting auditors and the Internal Audit Department over such matters as receiving reports on the audit plans and current status of audits from the accounting auditors as well as the results of internal audits from the Internal Audit Department, which is responsible for promoting internal controls.

In addition, the Audit & Supervisory Board Members appropriately receive internal control status reports providing information such as monitoring results on compliance with various regulations from the Risk Management Supervisory Department. To ensure that audits are effectively conducted by the Audit & Supervisory Board Members, the Audits' Department has been established to support the work of the Audit & Supervisory Board Members. To determine the personnel for this department, the representative directors or directors responsible for personnel consult with the Audit & Supervisory Members, while maintaining the independence of the department.

* Among the Audit & Supervisory Board Members, Kiyotaka Yamazaki holds professional qualifications as a Certified Public Accountant and has significant expertise in finance and accounting.

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