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 FY2022)
○:Member ★:Chairman
| Name / Current positions, etc. at the Company | Board of Directors | Nominating Committee | Audit Committee | Compensation Committee |
|---|---|---|---|---|
| Group CEO, Director, President and Representative Executive Officer Masahiro Minami appointed in June 2019 (appointed as President in April 2020) |
○ 16/16 (100％) |
- | - | - |
| Group CSO, Director, Deputy President and Executive Officer Shigeki Ishida appointed in June 2023 |
○ (newly appointed) |
- | - | - |
| Group CIO, Group CPRO, Director and Executive Officer Mikio Noguchi appointed in June 2020 |
○ 16/16 (100％) |
- | - | - |
| Executive Officer Hisahiko Oikawa appointed in April 2022 |
○ 12/12 (100％) |
- | ○ 11/11 (100％) |
- |
| Outside Director Chiharu Baba appointed in June 2017 |
○ 16/16 (100％) |
- | - 15/15 (100％) |
★ 8/8 (100%) |
| Outside Director Kimie Iwata appointed in June 2019 |
○ 14/16 (87％) |
★ 12/13 (92%) |
- | - 8/8 (100％) |
| Outside Director Setsuko Egami appointed in June 2020 |
○ 16/16 (100％) |
○ 13/13 (100％) |
- | ○ 8/8 (100％) |
| Outside Director Fumihiko Ike appointed in June 2021 |
★ 15/16 (93%) |
- 12/13 (92％) |
- | - 4/4 (100％) |
| Outside Director Sawako Nohara appointed in June 2022 |
○ 12/12 (100％) |
- | - | ○ 6/6 (100％) |
| Outside Director Masaki Yamauchi appointed in June 2022 |
○ 12/12 (100％) |
○ | ★ 11/11 (100%) |
- |
| Outside Director Katsuyuki Tanaka appointed in June 2023 |
○ (newly appointed) |
- | ○ (newly appointed) |
- |
| Outside Director Ryuji Yasuda appointed in June 2023 |
○ (newly appointed) |
- | ○ (newly appointed) |
- |
Skills Expected from Directors
| Organizational management |
Legal Compliance Risk management |
Finance Accounting |
IT Digitalization* |
Sustainability* | Diversity & Inclusion* |
Globalization* | |
|---|---|---|---|---|---|---|---|
 Masahiro Minami |
● | ● | ● | ● | ● | ● | ● |
 Shigeki Ishida |
● | ||||||
 Mikio Noguchi |
● | ||||||
 Hisahiko Oikawa |
● | ||||||
 Chiharu Baba(Outside Director) |
● | ● | ● | ● | |||
 Kimie Iwata(Outside Director) |
● | ● | ● | ||||
 Setsuko Egami(Outside Director) |
● | ● | ● | ||||
 Fumihiko Ike(Outside Director) |
● | ● | ● | ● | |||
 Sawako Nohara(Outside Director) |
● | ● | ● | ||||
 Masaki Yamauchi(Outside Director) |
● | ● | |||||
 Katsuyuki Tanaka(Outside Director) |
● | ||||||
 Ryuji Yasuda(Outside Director) |
● | ● | ● |
- *Focus areas toward “Retail No. 1” financial service group
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)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)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)The person is an operating person of a company which has an important business relationship* with the Company or its affiliate, or of its parent company or of its important subsidiary;
- (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)The person is an accounting auditor of the Company or its affiliate, or an employee, etc. of the accounting auditor;
- (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)The person falls under any of the subparagraphs (2) through (6) during the period of past five years;
- (8)The spouse or a relative within the second degree of the person falls under any of the subparagraphs (1) through (6);
- (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)A person whose term of office of outside director exceeds eight years in total; and
- (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).
-
- *Important business relationship shall mean transactions, etc. which fall under any of the following:
-
- (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)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
| Chiharu Baba | Mr. Baba proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of organizational management, compliance and risk management, based on his knowledge and experience as a financial expert and robust insight in corporate finance and accounting. The Company appoints Mr. Baba as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. |
|---|---|
| Kimie Iwata | Ms. Iwata proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of sustainability and diversity & inclusion, based on her concept-building capabilities and experience as a corporate manager in the field of manufacturing. She also boasts experience as a government official. The Company appoints Ms. Iwata as Outside Director, expecting she will continue to utilize her idea and experience to oversee the affairs of the Company. Also, she has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. |
| Setsuko Egami | Ms. Egami proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of compliance, risk management and diversity & inclusion, based on her experience in spearheading corporate management reforms. Although her past involvement in managing a corporation has only been as an outside director or an outside audit & supervisory board member, she has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders.The Company appoints Ms. Egami as Outside Director, expecting she will continue to utilize her knowledge and experience to oversee the affairs of the Company. |
| Fumihiko Ike | Mr. Ike proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of compliance, risk management and IT- & digital-driven business operations, based on his concept-building capabilities and experience as a corporate manager in the field of global manufacturing. The Company appoints Mr. Ike as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. |
| Sawako Nohara | Ms. Nohara proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspective of IT- and digital-driven business operations, compliance and risk management, based on her extensive experience and robust specialist expertise in the IT field. The Company appoints Ms. Nohara as Outside Director, expecting she will continue to utilize her knowledge and experience to oversee the affairs of the Company. Also, she has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. |
| Masaki Yamauchi | Mr. Yamauchi proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspective of organizational management and sustainability, based on his concept-building capabilities and experience as a corporate manager in the logistics sector. The Company appoints Mr. Yamauchi as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. |
| Katsuyuki Tanaka | Mr. Tanaka is expected to proactively bring sound opinions and advice to the Board of Directors and others, especially from legal and compliance perspective based on his professional knowledge and experience concerning corporate legal matters. Although his past involvement in managing a corporation has only been as an outside audit & supervisory board member, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. The Company appoints Mr. Tanaka as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. |
| Ryuji Yasuda | Mr. Yasuda is expected to proactively bring sound opinions and advice to the Board of Directors and others, especially from the perspective of growth strategy and organizational reform based on his knowledge and rich experience as an expert in corporate strategy and sufficient knowledge on finance and accounting, as well as his experience as an outside director of Kansai Mirai Financial Group, Inc. The Company appoints Mr. Yasuda as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. |
Self-Evaluation of the Board of Directors
Outline of method and results of evaluation of the Board of Directors for the fiscal year ended March 31, 2023
As set out in Article 9 (Self-Assessment) of the Basic Corporate Governance Policy, the Company’s Board of Directors conducts an analysis and evaluation of its overall effectiveness based upon each Director’s evaluation of and opinions on the roles, functions and operation of the Board of Directors. The Company strives to improve the effectiveness of the Board of Directors on a continued basis by discussing the operation of the Board of Directors during the next fiscal year based on the results of such analysis and evaluation, 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, 2023
From January to February 2023: Distributed a questionnaire to, and collected it from, each Director;
March 2023: Compiled responses and the results of the evaluation;
Early April 2023: Outside Directors, without others, discussed the following points based on the compiled results:
"Current state of the Board of Directors and how the Board should be", "contents of the agenda items", "how the materials for the Board of Directors meetings should be", "responses by the business execution departments following the discussions by the Board of irectors", "management of the meeting by the Chairperson", etc.
Late April 2023: The Board of Directors discussed the results of the self-assessment and future measures.
Main items featured in the questionnaire
- Roles and functions of the Board of Directors (roles of the Board and the Chairperson going forward);
- Size and composition of the Board of Directors’ membership (the number of members, proportions of inside and Outside Directors, the balance of the members' knowledge, experience and expertise);
- State of the Board of Directors’ operations (meeting frequency, time, the content of agenda items, the content and quality of meeting materials, management by the Chairperson, etc.);
- 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, 2023
From April to June 2022, the Board of Directors had several discussions over topics such as "how the Board of Director of Resona Holdings should be". Then, led by the Outside Director who newly assumed the position of the Chairperson of the Board of Directors, the Board had an opportunity after the Board of Directors meeting held on the day of the General Meeting of Shareholders in June 2022 to share concerns and ideas on the operation of the Board of Directors and exchange opinions freely on the manner of future operation.
In addition, since a big theme of the fiscal year ended March 31, 2023 was the establishment of a new medium-term management plan, the Board of Directors had discussions in July on the competitiveness analysis and the evaluation of the progress of the medium-term management plan at the time, and had further discussions from October onwards on various business strategies and human resources strategies to support such business strategies, thereby continuously having discussions from the Group-wide perspectives for medium- to long-terms. As a result of the foregoing initiatives, in the evaluation of the Board of Directors for the fiscal year ended March 31, 2023, high evaluations were made for most of the items such as the roles and functions of the Board of Directors, as well as the management of meetings by the Chairperson of the Board, and the Company considers that its Board of Directors continues to be effectively functioning.
On the other hand, the Company believes that improvements should continuously be made to make the points of discussion more clear for deeper discussions and for further activation of communication among the inside and Outside Directors and with the business execution departments.
The Company believes that, in order to respond to the drastic changes in the internal and external environments and continuously increase the Resona Group's corporate value, it is essential for the Company to further strengthen the functions of the group governance. To achieve these goals, further improvement of the effectiveness of the Board of Directors of Resona Holdings, which plays a central role in the group governance, is needed, and the Company will continue to adequately implement the PDCA cycle for the evaluation of the Board of Directors.
Measures to improve effectiveness of the Board of Directors during the fiscal year ending March 31, 2024
To further deepen the discussion on "How the Board of Directors of Resona Holdings should be", which has been the point of discussion to date and further improve the effectiveness of the Board of Directors, the Company has clarified the roles of Resona Holdings and the Group subsidiary banks as follows:
Resona Holdings: Conduct discussions from the perspectives of longer terms and concerning the governance and monitoring of the Group as a whole and the future directions and allocation of management resources;
Group subsidiary banks: Conduct discussions from the perspectives of execution of various businesses by each company and improving profitability.
Based on the roles clarified as above, the Company will take on the following measures during the fiscal year ending March 31, 2024:
- (1)Measures to realize more fruitful discussions and enhance coordination among the Board of Directors
- Reorganize the agenda items for the Board of Directors based on the foregoing roles and make efforts to secure opportunities and time for more productive discussions by narrowing down agenda items and other measures.
- Make follow-up on the newly started medium-term management plan as one of the main themes for the fiscal year ending March 31, 2024 and promote more discussions on the allocation of the Group's management resources in order to pursue not only the "defensive governance" but also the "offensive governance" that supports sound risk taking for the enhancement of the corporate value.
- Further enhance the supervising function through sharing of the points of concerns among Outside Directors.
- Strengthen the coordination between the Board of Directors of the Company and each bank by promoting exchange of opinions between the chairperson of each Board of Directors to better function the group governance.
- (2)Improvement of the operation to further improve the effectiveness of the Board of Directors
- Further promote discussions at the Board of Directors by clearly stating the point of discussions for each agenda item and the expectations from the business execution side on what should be discussed at the Board of Directors.
- Promote open and substantial discussions and take measures to promote active communication among the inside and Outside Directors and with the business execution departments to facilitate mutual understanding in order to more fully reflect the outcome of the discussions at the Board of Directors on the actual execution of business.