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.
Roles and Composition of Committees
| Nomination Committee | Objective and authority | The committee deliberates, from an objective and fair perspective, on the appropriateness of the development and implementation of succession planning for the president, as well as the selection of candidates for directors and the president. | |
|---|---|---|---|
| Composition | The majority of the committee members are independent outside directors. | ||
| Members | Shingo Konomoto* Kaga Yanagisawa Tetsuji Ohashi Hideki Kobori Eriko Asai Kenkichi Kosakai |
Chairman, Member of the Board President & CEO, Member of the Board, Representative Director Outside director Outside director Outside director Outside director |
|
| Compensation Committee | Objective and authority | The committee deliberates, from an objective and fair perspective, on the compensation system and standards for directors, as well as individual compensation for each director (excluding members of the Audit & Supervisory Committee). | |
| Composition | The majority of the committee members are independent outside directors. | ||
| Members | Masaaki Yamazaki* Shingo Konomoto Tetsuji Ohashi Hideki Kobori Eriko Asai Kenkichi Kosakai |
Senior Corporate Managing Director, Member of the Board Chairman, Member of the Board Outside director Outside director Outside director Outside director |
|
| Sustainability Governance Committee | Objective and authority | The committee deliberates on the Group's sustainability management framework and key materiality issues. | |
| Composition | It is composed of directors, including at least one independent outside director. | ||
| Members | Kaga Yanagisawa* Ken Ebato Fumihiko Sagano Masaaki Yamazaki Hiroko Kawasaki |
President & CEO, Member of the Board, Representative Director Senior Executive Vice President, Member of the Board, Representative Director Senior Executive Managing Director, Member of the Board Senior Corporate Managing Director, Member of the Board Outside director |
|
Roles and Activities of Governance Bodies
| Name of the organization [Frequency] |
Objective and authority | Head of the organization |
|---|---|---|
| Senior Management Committee [1/wk] |
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 [2/yr] |
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, Member of the Board Masaaki Yamazaki |
| Compliance Committee [2/yr] |
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, Member of the Board Masaaki Yamazaki |
| Sustainability Committee [2/yr] |
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 [8/yr] |
The committee deliberates on important issues concerning development and training of employees, based on instructions given by the president. | Senior Corporate Managing Director, Member of the Board Masaaki Yamazaki |
| Business Development Committee [~40/yr] |
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 Managing Director Takao Yamaguchi |
| System Development Committee [~150/yr] |
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 [9/yr] |
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 Managing Director Takao Yamaguchi |
| Crisis Management Committee [As needed] |
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 Corporate Managing Director, Member of the Board Masaaki Yamazaki |
| Business Promotion Committee [1/mo] |
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 |