Activities at Resona Holdings |
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| The Board of Directors, with ten directors, six
of whom are independent directors, fully ensures that management engages in
substantial discussion in fulfilling their responsibilities of making decisions
about the Group’s important management issues and supervising the execution
of business activities by executive officers and directors. One of the unique
features of the Committees Governance Model is that, while the Board of Directors
makes decisions regarding important management issues and supervises the execution
of operations, clearly defined roles give executive officers responsibility
for the execution of operations, thus strengthening the Board of Directors’
supervisory function and accelerating the execution of operations.In fiscal
2009, the Board of Directors met 15 times. In June 2005, a system was adopted
under which the presidents of all subsidiary banks became executive officers
of Resona Holdings, and steps are being taken to enhance the supervisory functions
of the holding company vis-`a-vis subsidiary banks. |
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| The Nomination Committee comprises three directors,
with the committee chairman and one other member being independent directors.
The committee makes decisions regarding proposals for the selection and dismissal
of directors that are submitted to the General Meeting of Shareholders, based
on the specific qualities that the Group should seek in its directors as well
as the Standards for Appointing Independent Director Candidates, both of which
have been discussed and decided at the committee’s meetings. In fiscal 2009,
the committee met five times. Please note that, to accelerate the Group’s management
reforms and attain sustained increases in corporate value, the Nomination Committee
introduced a succession plan in June 2007, which serves as a mechanism to ensure
that the most appropriate candidates are selected to fill top management roles
and responsibilities. |
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| The Compensation Committee comprises three directors,
including two independent directors, one of whom serves as the committee chairman.
This committee makes decisions regarding policies for compensation and other
benefits for individual directors and executive officers as well as the compensation
and other benefits for specific individuals. In addition, the committee considers
the role a director compensation system should play in enhancing the Group’s
corporate value. In fiscal 2009, the committee met three times. Please note
that the committee chose to eliminate the directors’ retirement benefit system
in fiscal 2004 and introduced a performance-based compensation system. In fiscal
2010, the committee introduced a stock purchase based compensation system. |
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| The Audit Committee comprises three directors,
including two independent directors, one of whom chairs the committee. In addition
to auditing the execution of duties by executive officers and directors, this
committee makes decisions regarding proposals for the selection and dismissal
of independent accounting auditors. In addition, the committee works with the
Internal Audit Division, Compliance Division, Risk Management Division, Financial
Accounting Division, and other internal control related units to supervise
and verify internal control systems and make the necessary responses, urging
executive officers and other responsible persons to make necessary improvements.
This committee met 14 times in fiscal 2009. |
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| Resona Holdings has set up an Executive Committee
as a body to deliberate and report on generally important management items
and important matters in the execution of operations to support the decision-making
process in the execution of operations. The Executive Committee consists of
representative executive officers as well as executive officers and employs
serious debate to ensure the transparency of decisions regarding significant
management issues. In fiscal 2009, this committee met 40 times. |
| Internal Auditing Council |
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As a body to deliberate and report on important
matters related to internal audits, Resona Holdings has established an Internal
Auditing Council that is independent from the Executive Committee, which
serves as a body for the execution of business. The council is composed of
all representative executive officers, the executive officer in charge of
the Internal Audit Division, and a general manager of the Internal Audit
Division. Contents of deliberations and reports are reported to the Board
of Directors and the Audit Committee.
The council met 16 times in fiscal 2009 and, in addition to
discussing the internal auditing plan, it reported on the results of internal
audits. |
| Management Supervision of Group Companies |
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| Resona Holdings, as the Group holding company,
supervises the management of its subsidiary banks and other Group companies,
with the objective of raising corporate value. The Company has established
a system for managing and controlling Group companies, clearly identifying
items for which prior discussion with Resona Holdings is necessary and items
that require reporting. |
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Subsidiaries’ Corporate Governance
Systems |
Subsidiary banks, which are managed as Group
members by Resona Holdings, work together to raise corporate value.
The Board of Directors, which includes independent directors, fully ensures
that management employs thorough discussion in making decisions regarding
the execution of duties and oversees the execution of duties by directors
and executive
officers.
The Corporate Auditors Meeting, which comprises the corporate auditors, was
established to carry out solid auditing functions in the subsidiary banks’
operations.
In addition to this are the Executive Committee, a body that deliberates
generally important issues related to management as well as important issues
related
to the execution of operations; the Credit Committee, which deliberates important
items related to credit operations; and the Audit Committee, which deliberates
important themes related to internal auditing. |
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Internal Control |
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The Resona Group is implementing a thoroughgoing
differentiation strategy with the aim of becoming “the unrivaled leader in
retail financial services.” Key elements of this strategy are further selectivity
and concentration in business domains (review and confirmation of priority
regions and priority businesses) and the establishment of a Resona Style
(emphasizing the creation of a new corporate culture, placing more importance
on individuals, and pursuing the most-trusted status).
Moving toward the attainment of these business goals, Resona
is working to secure greater efficacy and efficiency in its operations and
to clarify processes related to compliance in its business activities. We are
aiming to construct internal control systems befitting the Resona Group－systems
that are understood and followed by the entire Group. |
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| To enhance corporate value, the Resona Group
has established a basic policy on internal control, which has been passed by
the Board of Directors, to realize an internal control system that is appropriate
for the Group. |
| Status of Internal Control Systems |
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| In accordance with its basic policy in Group
internal control systems, the Resona Group is striving to ensure the efficacy
of its internal control systems through appropriate development and operations
of all internal control systems, including the Internal Auditing System, the
Compliance System, and the Risk Management System. |
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Corporate Governance Report |
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