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 FY2025)

M：Member　C：Chairperson

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)	M 17/17 (100％)	-	-	-
Group CFO, Group CDO, Director, Deputy President and Representative Executive Officer Shinichiro Isa appointed in June 2026	M (newly appointed)	-	-	-
Group CSO, Group CSuO, Group CHRO, Director, Deputy President and Representative Executive Officer Nobuki Iwadate appointed in June 2026	M (newly appointed)	-	-	-
Director Yukinobu Murao appointed in June 2025	M 12/12 (100%)	-	-	M 11/11 (100%)
Outside Director Kimie Iwata appointed in June 2019	M 17/17 (100％)	C 12/12 (100%)	-	-
Outside Director Sawako Nohara appointed in June 2022	M 17/17 (100％)	-	C 10/10 (100%)	-
Outside Director Masaki Yamauchi appointed in June 2022	C 17/17 (100%)	- 12/12 (100%)	-	- 14/14 (100%)
Outside Director Katsuyuki Tanaka appointed in June 2023	M 17/17 (100%)	-	M 8/8 (100%)	C 14/14 (100%)
Outside Director Jiro Seguchi appointed in June 2025	M 11/12 (92%)	M 10/10 (100%)	-	M 10/11 (91%)
Outside Director Shie Lundberg appointed in June 2025	M 12/12 (100%)	-	M 8/8 (100%)	-
Outside Director Yasuyuki Higuchi appointed in June 2026	M (newly appointed)	M (newly appointed)	-	M (newly appointed)

Skills Expected from Directors

P：Particularly expected　E：Expected

	Corporate manage- ment	Finance	Business develop- ment	Globali- zation	IT Digitali- zation	Sustaina- bility	Human capital	Legal Compliance Risk management	Finance Accounting
Masahiro Minami	P	E	E		E
Shinichiro Isa	E	E	P		E				P
Nobuki Iwadate	P	E				P	P
Yukinobu Murao	E	E						P	P
Kimie Iwata (Outside Director)	E					P	P
Sawako Nohara (Outside Director)					P	E	E
Masaki Yamauchi (Outside Director)	P		E				E	E
Katsuyuki Tanaka (Outside Director)						E		P	P
Jiro Seguchi (Outside Director)	E	P	E	P
Shie Lundberg (Outside Director)		E	E	E	P
Yasuyuki Higuchi (Outside Director)	P		E	E	P

Reasons for selecting respective skills

Corporate management	The Company believes that corporate management experience is necessary to exercise appropriate supervisory functions over the top management and other executive departments, and to discuss Group-wide strategies.
Finance	As the Group conducts businesses related to financial services, centered on banking operations, the Company believes that experience in executing operations at financial institutions or similar organizations is necessary in order to engage in discussions on strategies for the Group as a whole.
Business development	In order for the Group to continue delivering value on a sustainable basis, it is necessary to accurately capture changes in society and customer needs and to acquire the functions and capabilities that will be required in the future. From this perspective, the Company believes that knowledge of business development are essential.
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.
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.”
Human capital	The Company regards human capital as an important management resource that supports its management strategy. From the perspective of continuously securing and developing diverse and highly skilled talent, the Company believes that knowledge of human capital is essential.
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.

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	Ms. Kimie Iwata has extensive perspectives and expertise based on her experience as a national public servant, a manager in the cosmetics industry, and an outside director in diverse industries. At meetings of the Board of Directors, she has actively expressed opinions particularly from the perspective of sustainability and human capital. In addition, as Chairperson of the Nominating Committee, she has appropriately fulfilled her role by leading the committee’s proceedings with an emphasis on ensuring objectivity and transparency in the executive appointment process, while also actively expressing opinions as a committee member. She is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company believes Ms. Iwata will continue to be highly capable of utilizing her ideas and experience in supervising management for the enhancement of the Resona Group’s corporate value over the medium to long term and appoints her as a candidate for an Outside Director.
Sawako Nohara	Ms. Sawako Nohara has rich experience and high specialization in the information technology area. At meetings of the Board of Directors, she has actively expressed opinions particularly from the perspective of information technology, digitalization, sustainability, and human capital. In addition, as Chairperson of the Compensation Committee, she has appropriately fulfilled her role by leading the committee’s proceedings with an emphasis on ensuring objectivity and transparency in the compensation determination process, while also actively expressing opinions as a committee member. She is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company believes that Ms. Nohara will continue to be highly capable of utilizing her knowledge and experience in supervising management for the enhancement of the Resona Group’s corporate value over the medium to long term and appoints her as a candidate for an Outside Director.
Masaki Yamauchi	Mr. Masaki Yamauchi has extensive perspectives and experience as a manager of the logistics industry. At meetings of the Board of Directors, he has actively expressed opinions particularly from the perspective of corporate management and business development. In addition, as Chairperson of the Audit Committee, he has appropriately fulfilled his role by leading the committee’s proceedings responsible for auditing the execution of duties by Directors and Executive Officers, while also actively expressing opinions as a committee member. As a member of the Nominating Committee, he has appropriately fulfilled his role by actively expressing opinions to ensure objectivity and transparency in the executive appointment process. He is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company believes that Mr. Yamauchi will continue to be highly capable of utilizing his knowledge and experience in supervising management for the enhancement of the Resona Group’s corporate value over the medium to long term and appoints him as a candidate for an Outside Director.
Katsuyuki Tanaka	Mr. Katsuyuki Tanaka has extensive professional knowledge and experience concerning corporate legal matters. At meetings of the Board of Directors, he has actively expressed opinions particularly from the perspective of legal, compliance and risk management, as well as finance and accounting. In addition, as a member of the Audit Committee and the Compensation Committee, he has appropriately fulfilled his role by actively expressing opinions to ensure audits of the execution of duties by Directors and Executive Officers, as well as objectivity and transparency in the compensation determination process. Although he does not have past experience in corporate management other than serving as an outside audit & supervisory board member, the Company has determined that he is capable of appropriately supervising management based on his extensive knowledge and experience as described above. He is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company believes that Mr. Tanaka will continue to be highly capable of utilizing his knowledge and experience in supervising management for the enhancement of the Resona Group’s corporate value over the medium to long term and appoints him as a candidate for an Outside Director.
Jiro Seguchi	Mr. Jiro Seguchi has professional knowledge and experience in the financial sector and sufficient knowledge in finance and accounting. At meetings of the Board of Directors, he has actively expressed opinions particularly from the perspective of corporate management, finance, business development, and globalization. In addition, as a member of the Nominating Committee and the Audit Committee, he has appropriately fulfilled his role by actively expressing opinions to ensure objectivity and transparency in the executive appointment process and to conduct audits of the execution of duties by Directors and Executive Officers. He is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company believes that Mr. Seguchi will continue to be highly capable of utilizing his knowledge and experience in supervising management for the enhancement of the Resona Group’s corporate value over the medium to long term and appoints him as a candidate for an Outside Director.
Shie Lundberg	Ms. Shie Lundberg has extensive knowledge and experience as an expert in the field of information technology. At meetings of the Board of Directors, she has actively expressed opinions particularly from the perspective of information technology and digitalization, finance, business development, and globalization. In addition, as a member of the Compensation Committee, she has appropriately fulfilled her role by actively expressing opinions to ensure objectivity and transparency in the compensation determination process. She is independent of the management team and there is no threat of any conflict of interest arising with the general shareholders. The Company believes that Ms. Lundberg will continue to be highly capable of utilizing her knowledge and experience in supervising management for the enhancement of the Resona Group’s corporate value over the medium to long term and appoints her as a candidate for an Outside Director.
Yasuyuki Higuchi	The Company expects that Mr. Yasuyuki Higuchi, based on his specialized knowledge and experience in the IT and digital fields, as well as his extensive experience as a corporate executive at various companies, will actively provide opinions and advice at meetings of the Board of Directors, especially from the perspective of corporate management, business development, globalization, and information technology and digitalization. He maintains independence from the management team engaged in business execution and there is no risk of conflicts of interest with general shareholders. The Company believes that Mr. Higuchi will be highly capable of utilizing his knowledge and experience in supervising management for the enhancement of the Resona Group’s corporate value over the medium to long term and appoints him as a candidate for an Outside Director.

Self-Evaluation of the Board of Directors

1. Outline of method and results of evaluation of the effectiveness of the Board of Directors for the fiscal year ended March 31, 2026

The Board of Directors of the Company conducts an annual self-assessment of its overall effectiveness, an outline of which is as follows.

(1)Outline of the process of the Board effectiveness evaluation for the fiscal year ended March 31, 2026(Program and Overview)

(i) Discussion	All Directors discussed the methodology for evaluating the effectiveness of the Board of Directors. Based on this discussion, the evaluation method, including the scope of respondents and questionnaire items, was determined.
(ii) Questionnaire	A questionnaire was conducted for all Directors and all Executive Officers.
(iii)-1 Interviews	Interviews were conducted regarding the overall effectiveness evaluation of the Board of Directors. (Interviewer: Corporate Governance Office)
(iii)-2 Interviews	Interviews were conducted regarding the self-assessment of the Board of Directors and evaluations of other Directors. (Interviewer: Chairperson of the Nominating Committee)
(iv) Deliberation by the Board of Directors	The evaluation results obtained through the questionnaire and interviews were discussed.
(v) Deliberation by the Board of Directors	Based on the evaluation results, the agenda and operational approach for the next fiscal year were discussed and determined.

(2)Outline of the results of the Board effectiveness evaluation for the fiscal year ended March 31, 2026
In the fiscal year ended March 31, 2026, as a result of initiatives undertaken with respect to “setting the Board agenda items in light of the roles and functions of the Board of Directors” and “effective operation of the Board of Directors,” more than 90% of the responses in the quantitative evaluation (five-level scale) of the Board effectiveness evaluation were positive. Accordingly, it was assessed that the Board of Directors is fulfilling its role sufficiently under an appropriate composition and operational framework.

On the other hand, the Company recognized the need to further enhance the setting of the Board agenda items and the operation of the Board, with a stronger focus on alignment with the medium- to long-term enhancement of the corporate value of the Resona Group as a whole.

2. Measures by the Board of Directors during the fiscal year ending March 31, 2027 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, 2027:

(1)Deepening the Board agenda items based on four key stakeholders
In the fiscal year ending March 31, 2027, the Company will set Board agenda items based on four stakeholders that are central to the Group’s value creation, namely, customers, shareholders, society, and employees, and will effectively monitor the progress of the new Medium-term Management Plan.
(2)Effective operation of the Board of Directors
As efforts to improve the effectiveness of the Board of Directors, the Company will enhance opportunities for exchange of views among Directors as well as between Directors and Executive Officers. In addition, for the purpose of promoting a deeper understanding among Outside Directors, the Company will implement measures including tours to the Resona Group facilities, meetings for exchange of views with employees, and study sessions on matters related to the Company’s business and external environment.

Furthermore, the Company will continue to ensure the proper operation of the PDCA cycle by appropriately managing discussions and opinions at Board meetings and effectively reflecting them in execution and in subsequent deliberations.