Board of Directors

Board of Directors and Committees

Board of Directors

The Board of Directors fully ensures that management engages in substantial discussion in fulfilling its responsibilities of making decisions about important Group management issues and supervising the execution of business activities by executive officers and directors. One of the specific features of the Committees Governance Model as a company with a nominating committee, etc. 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 and decision-making functions. In FY2020, Resona Holdings made it a rule to assign the position of Chairman to an internal director holding no concurrent position as an executive officer of the Company. Furthermore, in June 2022, the Company appointed an independent outside director as Chairman. The presidents of Group subsidiary banks became executive officers of Resona Holdings in order to ensure enhanced supervisory functions of the holding company vis-a-vis Group subsidiary banks.

Nominating Committee

The committee makes decisions regarding proposals for the selection and dismissal of directors that are submitted to the shareholders meeting, based on the specific qualities that the Group should seek in its directors as well as the "Standards for Electing Director Candidates" both of which have been discussed and decided at the committee's meetings. In June 2007, The Nominating Committee decided to introduce a succession plan that serves as a mechanism to ensure that the most appropriate candidates fill top management roles and responsibilities with the aim of accelerating the Group’s management reform and realizing the enhancement of corporate value on a sustainable basis. The status of the implementation of the succession plan is examined by the Nominating Committee and reported to the Board of Directors.

Audit 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 accounting auditors, which are submitted to the General Meeting of Shareholders.
The Company maintains an auditing structure that facilitates frequent and flexible collaboration between the Audit Committee and the Internal Audit Division. Furthermore, the committee works with the Compliance Division, the Risk Management Division, the Finance and Accounting Division, and other divisions to supervise and verify internal control systems and make the necessary responses, urging executive officers and other responsible personnel to make essential improvements

Compensation Committee

The 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. Please note that the committee chose to eliminate the directors’ retirement benefit system in fiscal 2004 and introduced a performance-based compensation system. In addition, in fiscal 2017 the committee adopted a compensation system that grants Performance-based stock compensation.

Activities of Directors and Skills Expected from Directors

Activities of Directors (Attendance at Meetings held in FY2024)

○:Member ★:Chairman

Name / Current positions, etc. at the Company	Board of Directors	Nominating Committee	Compensation Committee	Audit Committee
Group CEO, Director, President and Representative Executive Officer Masahiro Minami appointed in June 2019 (appointed as President in April 2020)	○ 17/17 (100％)	-	-	-
Group CRO, Group CCO, Director, Deputy President and Executive Officer Shigeki Ishida appointed in June 2023	○ 17/17 (100％)	-	-	-
Director Yukinobu　Murao appointed in June 2025	○ (newly appointed)	-	-	○ (newly appointed)
Outside Director Kimie Iwata appointed in June 2019	○ 17/17 (100％)	★ 10/10 (100%)	-	-
Outside Director Fumihiko Ike appointed in June 2021	★ 17/17 (100%)	-	-	-
Outside Director Sawako Nohara appointed in June 2022	○ 17/17 (100％)	-	★ 8/8 (100％)	-
Outside Director Masaki Yamauchi appointed in June 2022	○ 16/17 (100％)	○ 10/10 (100％)	-	★ 14/14 (100%)
Outside Director Katsuyuki Tanaka appointed in June 2023	○ 17/17 (100%)	-	○ (newly appointed)	○ 14/14 (100%)
Outside Director Jiro Seguchi appointed in June 2025	○ (newly appointed)	○ (newly appointed)	-	○ (newly appointed)
Outside Director Shie Lundberg appointed in June 2025	○ (newly appointed)	-	○ (newly appointed)	-

Skills Expected from Directors

	Organizational management	Legal Compliance Risk management	Finance Accounting	IT Digitalization^*1	Sustainability^*1	Diversity & Inclusion^*1	Globalization^*1
Masahiro Minami	●	●	●	●	●	●	●
Shigeki Ishida		●
Yukinobu Murao		●	●
Kimie Iwata (Outside Director)	●				●	●
Fumihiko Ike (Outside Director)	●	●		●			●
Sawako Nohara (Outside Director)		●		●		●
Masaki Yamauchi (Outside Director)	●				●
Katsuyuki Tanaka (Outside Director)		●
Jiro Seguchi (Outside Director)	●		●				●
Shie Lundberg (Outside Director)		●		●		●	●

*1Focus areas toward “Retail No. 1” financial service group

Reasons for selecting respective skills

Organizational management	The Company believes that management experience in organizations is necessary to exercise appropriate supervisory functions over the top management and other executive departments, and to discuss Group-wide strategies.
Legal, compliance, risk management	The Company believes that compliance and risk management are important foundations of business operations. The Company believes that knowledge of legal affairs, compliance and risk management is necessary to correctly recognize and appropriately manage risks that are becoming increasingly diverse and complex in a significantly changing environment, and to foster a good corporate culture.
Finance, accounting	The Company believes that knowledge of finance and accounting is necessary not only to ensure the reliability of financial reporting, but also to build a strong financial foundation and to allocate financial capital appropriately to achieve continuous growth.
IT, digitalization	The Company believes that the advancement of IT and DX strategies is essential to its growth. The Company believes that IT and digital expertise is necessary from the perspective of strengthening cybersecurity, upgrading IT governance, and promoting further acceleration of DX strategies.
Sustainability	The Company believes that knowledge of sustainability is necessary from the perspective of accelerating Group-wide SX initiatives toward “realization of a sustainable society” and “continuous increase in corporate value”.
Diversity & Inclusion	The Company considers diversity and inclusion to be a cornerstone of its human resources strategy, and believes that knowledge of diversity and inclusion is necessary to enhance corporate value through the mutual recognition and enhancement of diverse human resources within the organization.
Globalization	In a rapidly changing and increasingly complex business environment, the Company believes that knowledge of globalization is necessary to have a bird's eye view of the Group's business from a global perspective and to achieve continuous growth.

Election of Directors

Outline of “Standards for Electing Director Candidates”

Director Candidates

The director candidates under these Standards shall meet the following conditions:

(1)The person is suitablefor the duty of supervising management from the viewpoint of facilitating the sustainable creation of Resona Group’s corporate value;
(2)The person has the personality and knowledge required of a director, and has the willingness and ability required for faithfully performing his/her duties;
(3)The person can secure the time necessary for faithfully performing his/her duties; and
(4)The person meets the requirements of a director as specifiedby laws and regulations.

Independence of Outside Directors

1.The independent outside directors under these Standards shall meet the requirements for an outside director as specifiedby laws and regulations and shall fall under none of the following subparagraphs:
1. (1)The person is an operating director, executive officer or other employee (hereinafter “operating person”) of the Company or its affiliate, or has been an operating person of the Company or its affiliate during the period of 10 years before assuming the office of a director;
2. (2)The person is a large shareholder having voting rights of 5% or more of all voting rights of the Company, or the person is an operating person of a corporation, organization, etc. which has voting rights of 5% or more of all voting rights of the Company;
3. (3)The person is an operating person of a company which has an important business relationship^*2 with the Company or its affiliate, or of its parent company or of its important subsidiary;
4. (4)The person has received compensation or other property benefits in the amount of 10 million or more (the annual average over the past three years) as attorney, consultant, etc. of the Company or its affiliate, in addition to officer’s compensation of the Company; or the person is an operating person of a corporation, organization, etc. of which sales to the Company or its affiliate account for 2% or more of the consolidated sales of the corporation, organization, etc.;
5. (5)The person is an accounting auditor of the Company or its affiliate, or an employee, etc. of the accounting auditor;
6. (6)The person is an operating person of a corporation, organization, etc. which received a donation from the Company or its affiliate in the amount of 10 million or more (the annual average over the past three years), or 30% of the annual total expenses of the corporation, organization, etc., whichever is the larger;
7. (7)The person falls under any of the subparagraphs (2) through (6) during the period of past five years;
8. (8)The spouse or a relative within the second degree of the person falls under any of the subparagraphs (1) through (6);
9. (9)The person is an operating person of a corporation, organization, etc. which receives a director from the Company or its affiliate, or of its parent company, subsidiary, etc.;
10. (10)A person whose term of office of outside director exceeds eight years in total; and
11. (11)A person for whom a substantive conflict of interest could arise constantly in connection with general shareholders of the Company for any reasons other than those specified in above subparagraphs (1) through (10).
- *2Important business relationship shall mean transactions, etc. which fall under any of the following:
- 1. (1)Usual transaction is 2% or more of the consolidated operating gross profit of the Company, or of consolidated gross sales of the client.
  2. (2)The balance of loans payable to the Company or its affiliate is specified in the business report of the client, and it is determined that such loan balance cannot be paid by other fund procurement means in a short period of time.
2.Even in the case that the person falls under any of the subparagraphs (1) through (11), if the Nominating
Committee comprehensively judges his/her independence and determines that the person is qualified as an independent outside director, the person can be elected as an independent outside director candidate. In such case, the Nominating Committee shall explain the reasons, etc. for determining that the person is qualified as an independent outside director.

Determination of director candidates

1.When determining director candidates, the Nominating Committee shall select those director candidates who meet the requirements of director candidates as specified in these Standards and have various backgrounds and experience.
2.In addition to the above, when determining director candidates, the Nominating Committee shall ensure, in principle, that a majority of the board of directors are independent outside directors as specified in these Standards.

Reason for Appointment of Outside Director

Kimie Iwata	The Company expects that Ms. Kimie Iwata will contribute proactively in the meetings of the Board of Directors and others by offering opinions and advice especially from the perspective of sustainability and diversity & inclusion based on her experience in public administration and her idea and experience as a manager in the cosmetics industry. She is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company appoints Ms. Iwata as an Outside Director, expecting she will continue to be highly capable of utilizing her ideas and experience in supervising the management.
Fumihiko Ike	The Company expects Mr. Fumihiko Ike to contribute proactively in the meetings of the Board of Directors and others by offering opinions and advice especially from the perspective of compliance, risk management, information technology and digitalization based on his ideas and experience as a manager of a manufacturing business operating globally. Mr. Ike has been carrying out his role as the Chairperson of the Board of Directors appropriately by leading agenda selection and deliberations at meetings. He is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company appoints Mr. Ike as an Outside Director, expecting he will continue to be highly capable of utilizing his knowledge and experience in supervising the management.
Sawako Nohara	The Company expects Ms. Sawako Nohara to contribute proactively in the meetings of the Board of Directors and others by offering opinions and advice especially from the perspective of information technology, digitalization, compliance, risk management, and diversity and inclusion based on her rich experience and high specialization in the information technology area. She is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company appoints Ms. Nohara as an Outside Director, expecting she will continue to be highly capable of utilizing her knowledge and experience in supervising the management.
Masaki Yamauchi	The Company expects Mr. Masaki Yamauchi to contribute proactively in the meetings of the Board of Directors and others by offering opinions and advice especially from the perspective of organizational management and sustainability based on his ideas and experience as a manager of the logistics industry. He is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company appoints Mr. Yamauchi as an Outside Director, expecting he will continue to be highly capable of utilizing his knowledge and experience in supervising the management.
Katsuyuki Tanaka	The Company expects Mr. Katsuyuki Tanaka to contribute proactively in the meetings of the Board of Directors and others by offering opinions and advice especially from legal and compliance perspective based on his professional knowledge and experience concerning corporate legal matters. Although he does not have past experience in corporate management other than serving as an outside audit & supervisory board member, he is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company appoints Mr. Tanaka as an Outside Director, expecting he will continue to be highly capable of utilizing his knowledge and experience in supervising the management.

Self-Evaluation of the Board of Directors

1. Outline of method and results of evaluation of the Board of Directors for the fiscal year ended March 31, 2025

As set out in Article 9 (Self-Assessment) of the Basic Corporate Governance Policy, the Company’s Board of Directors conducts a self-assessment of its overall effectiveness based upon opinions on the roles, functions and operation of the Board of Directors and others. The Company strives to improve the effectiveness of the Board of Directors on a continuous basis following the PDCA cycle such as by holding discussions at the meeting of the Board of Directors regarding the Board of Directors during the next fiscal year based on the results of such self-assessment, determining the measures to be taken for such fiscal year and executing such measures.

(1)Outline of the evaluation of the Board of Directors for the fiscal year ended March 31, 2025

The Company conducts an evaluation of the Board of Directors every year. For the fiscal year ended March 31, 2025, in addition to collecting written responses to a questionnaire prepared by the Corporate Governance Office, the Corporate Governance Office conducted interviews with the Outside Directors to have deep understanding of the responses.

Further, based upon the issues for the Board of Directors which surfaced from such responses, discussions were made between the Outside Directors and Group CEO on the operation of the Board of Directors during the next fiscal year, and a report was made at a meeting of the Board of Directors.

Main items featured in the questionnaire:

Issues in the management, and roles and functions of the Board of Directors;
Size and composition of the Board of Directors’ membership;
State of the Board of Directors’ operations;
Response to the issues identified in the previous year;
Compositions, roles and the status of operation of the committees (Nominating, Compensation and Audit);
System for supporting Outside Directors;
Relationships with investors and shareholders;
Governance structure of the Company and overall effectiveness of the Board of Directors;
Self-assessment of each Director’s own performance.

(2)Outline of the results of evaluation of the Board of Directors for the fiscal year ended March 31, 2026

In the PDCA cycle to improve effectiveness, one of the main themes for the fiscal year ended March 31, 2024 was “following-up on the newly started medium-term management plan”, and the following measures were made:

(i) Ensuring the role of the Board of Directors of Resona Holdings (discussing on longer-term issues):

Main items discussed:

Analysis of competitiveness of the Resona Group;
Status of measures for next generation management platforms;
Direction of capital management;
Materiality of the Resona Group;
Direction of the personnel system and human resources management.

(ii) Functioning as a monitoring board (changes to reports on state of business by CxOs):

Each CxO and Executive Officer makes a report at a meeting of the Board of Directors from the viewpoint how they are approaching to resolve issues for the Group while taking advantage of capabilities of the Group companies.

(iii) Establishment of system to support in-depth discussions (ensuring opportunities to exchange views among the Outside Directors and with CEO):

Main initiatives:

Meetings with the Chairperson of the Board of Directors and the chairperson of each of the Nominating, Audit and Compensation Committees;
Meetings between Group CEO and the Outside Directors;
Meetings among the Outside Directors;
Tour of the Group's facilities;
Study sessions by external experts.

As a result of these measures, the Board of Directors has received a high overall rating in the five-level quantitative evaluation. The Company recognizes that the Board has improved its effectiveness, which has been enhanced through the participation of each member in discussions based on their experience, knowledge, and multifaceted perspectives under an appropriate structure, as well as through efforts to enhance discussions and strengthen cooperation between the board of directors. The Chairperson of the Board continues to receive positive feedback as having performed his role appropriately, and the Company considers that its Board of Directors is effectively functioning in the fiscal year ended March 31, 2025.

On the other hand, the Company has recognized the need to further clarify the roles and functions of the Board of Directors of Resona Holdings, to set the Board agenda based on it, and to upgrade the operation of the Board, in order to further strengthen the Board's functions.

Furthermore, the Company believes that, in order to continuously increase the Resona Group's corporate value, further improvement of the effectiveness of the Board of Directors of Resona Holdings, which plays a central role in the group governance, is necessary, and the Company will continue to adequately implement the PDCA cycle based on the evaluation of the Board of Directors.

2. Measures by the Board of Directors during the fiscal year ending March 31, 2026 for the improvement of effectiveness of the Board of Directors

The Company will take on the following measures during the fiscal year ending March 31, 2026:

(1)Setting the Board agenda items in light of the roles and functions of the Board of Directors

The Company will clarify the roles and functions of the Board of Directors of Resona Holdings again and set the Board agenda items appropriate for performing such roles and functions.

Discussion and decision on medium-to-long-term major directions:
- Determining the direction of the whole Group;
- Responding to issues that involve multiple entities and/or business sections;
- Establishing the business portfolio and allocating management resources;
- Establishing the platform functions shared by the Group;
- Establishing the system of internal control;
- External communications as the representative of the Group.
Effective monitoring of the status of execution of duties.

(2)Effective operation of the Board of Directors

As efforts to improve the effectiveness of the Board of Directors, the Company will implement measures including tours to the Resona Group facilities, study sessions by external experts, and meetings for exchange of views among directors outside of the Board of Directors meetings, as appropriate and necessary.

The Company will carry out the appropriate PDCA cycle to set the Board agenda items and handle discussions made at the Board of Directors so as to improve the effectiveness.