Corporate Governance
Basic Views on Corporate Governance
Daiwa Securities Group Inc. will respect the rights and interests of the shareholders, consider the position of all stakeholders and strive for sustainable growth and improvement of medium to long term corporate value through realization of our corporate principles "Building trust," "Placing importance on personnel," "Contributing to society," and "Maintaining healthy earnings results."
For that purpose, the Company practices group management based on a holding company structure, establishes a highly transparent and objective governance environment that conforms to international standards, realizes highly efficient oversight of group companies and builds a unified group management system that elicits synergies among group companies.
The Company has adopted Three Committees system (a company with nominating committee, etc.) as an institutional design in order to supervise management through the following (1) and (2).
- (1)Making swift and decisive decisions by having the Board of Directors assign wide-ranging authority to Corporate Executive Officers and clarifying the division of the duties among Corporate Executive Officers
- (2)Improving transparency and fairness of the management by establishing three committees: the Nominating Committee, Audit Committee, and Compensation Committee with highly independent Outside Directors as a majority of the members
Furthermore, the Company positively addresses corporate social responsibility activities in order to obtain trust from all of the stakeholders. There are indeed various aspects to corporate social responsibility, such as providing superior products, services, and sincere responses to customers; returning profits appropriately and disclosing information to shareholders appropriately; taking measures for labor environment and evaluation of the employees; establishing legal compliance and corporate ethics; environmental management; as well as social contribution.
The Company believes that these approaches, together with a strengthened corporate governance system which emphasizes transparency, mobility and efficiency will lead to the sustainable improvement of the corporate value.
Corporate Governance Guidelines
The Company’s Corporate Governance Guidelines define the basic framework and policies of the Daiwa Securities Group’s corporate governance.
Daiwa Securities Group Inc. Corporate Governance Guidelines | |
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Corporate Governance System
The corporate governance system of the Company consists of the Board of Directors and the Three Committees (Nominating Committee, Audit Committee, and Compensation Committee) as a supervising body, Outside Director’s Committee as a subcommittee of the Board of Directors, Executive Management Committee and its subcommittees (Group Risk Management Committee, Group Compliance Committee, Disclosure Committee, Group IT Strategy Committee, and Overseas Management Committee) as an executive body, and Group Internal Audit Committee, which is in direct control of the CEO as an internal audit body.
Corporate Governance System at Daiwa Securities Group (as of June 28, 2023)

Board of Directors and Committees: Roles, Duties, Composition and Activities
For roles, duties, composition and activities of the Board of Directors and the Committees, refer to:
- Corporate Governance Report
- Securities Reports
- Daiwa Securities Group Integrated Reports
- Sustainability Data Edition
List of Items | Corporate Governance Report | Securities Report | |
---|---|---|---|
Board of Directors | Role and responsibility | ● | ● |
Members and their status of attendance | ● | ● | |
Evaluating the effectiveness of the Board of Directors | ● | ||
Nominating Committee | Role and responsibility | ● | ● |
Composition | ● | ● | |
Members and their status of attendance | ● | ● | |
Nomination policies, etc. | ● | ● | |
Audit Committee | Role and responsibility | ● | ● |
Composition | ● | ● | |
Members and their status of attendance | ● | ● | |
Audit Committee’s activities | ● | ● | |
Compensation Committee | Role and responsibility | ● | ● |
Composition | ● | ● | |
Members and their status of attendance | ● | ● | |
Outside Directors' Committee | Role and responsibility | ● | ● |
Executive Management Committee | Role and responsibility | ● | ● |
Composition | ● | ● | |
Subcommittees | ● | ● | |
Group Internal Audit Committee | Role and responsibility | ● | ● |
Composition | ● | ● |
Title and charge in the Company | Years on Board | Corporate management | Finance / Accounting | Legal / Compliance | DX / ICT | Global business | ||||
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Takashi Hibino | Chairperson of the Board and Corporate Executive Officer | Nominating Committee | Compensation Committee | 19 years | They have expertise and experience to execute adequately the management and control of the Group. |
● | ||||
Seiji Nakata | Member of the Board, Representative Corporate Executive Officer, President and CEO |
Nominating Committee | Compensation Committee | 8 years | ||||||
Toshihiro Matsui | Member of the Board, Representative Corporate Executive Officer, Deputy President and COO, Head of Wholesale |
7 years | ||||||||
Keiko Tashiro | Member of the Board, Corporate Executive Officer and Deputy President, Executive Head of Overseas Operations, Head of Sustainability and Think Tank |
9 years | ● | |||||||
Akihiko Ogino | Member of the Board, Corporate Executive Officer and Deputy President Executive Head of Corporate Planning and Human Resources |
3 years | ||||||||
Sachiko Hanaoka | Member of the Board | Audit Committee | 4 years | |||||||
Hiromasa Kawashima | Member of the Board | Audit Committee | 3 years |
Title and charge in the Company | Number of years in office | Corporate management | Finance / Accounting | Legal / Compliance | DX / ICT | Global business | ||||
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Hirotaka Takeuchi | Outside Director | Nominating Committee | Compensation Committee★ | 7 years | ● | ● | ||||
Ikuo Nishikawa | Outside Director | Audit Committee★ | Compensation Committee | 7 years | ● | |||||
Eriko Kawai | Outside Director | Nominating Committee | Compensation Committee | 5 years | ● | ● | ||||
Katsuyuki Nishikawa | Outside Director | Nominating Committee | Audit Committee | 4 years | ● | |||||
Toshio Iwamoto | Outside Director | Nominating Committee★ | Compensation Committee | 3 years | ● | ● | ● | |||
Yumiko Murakami | Outside Director | Audit Committee | Compensation Committee | 2 years | ● | ● | ||||
Noriko Iki | Outside Director | Nominating Committee | Audit Committee | 0 years | ● | ● |
- ★ indicates a Chairperson of the committee
Preventing Conflict-of-Interest Transactions between Group Companies
Conflict-of-interest transactions can occur between Daiwa Securities Group Inc. and Group companies in situations such as intra-Group transactions. Daiwa Securities Group applies rules regarding conflicts of interest stipulated by Japan’s Companies Act to the Executive Management Committee as well as the Board of Directors. Conflicts of interest between Daiwa Securities Group Inc. and Group companies are appropriately prevented through a rule prohibiting an executive officer from voting when he or she concurrently serves as an officer of an interested Group company and thus has a special interest in a matter to be decided.
Performance -linked remuneration system for Directors and Corporate Executive Officers (Shikkoyaku)
At Daiwa Securities Group, Inc., as stipulated by the Companies Act, the Compensation Committee has determined "Policies for Determination of Remuneration of Directors and Corporate Executive Officers."
Policies for Determination of Remuneration of Directors and Corporate Executive Officers
Compensation for Directors and Corporate Executive Officers is based on the following fundamental policies.
- To create effective incentives, which contribute to the increase of shareholders’ value through sound business development and also lead to the improvement of business performance in the short-term and in the medium/long-term.
- To maintain a remuneration level which is competitive enough to recruit and retain people not only in Japan but also in the world as a global securities company group.
- To ensure the execution and supervision functions operate effectively as a company with Three Committees (a company with nominating committee, etc.).
Remuneration of Directors and Corporate Executive Officers consists of base remuneration, Performance-linked remuneration and Stock-linked remuneration, and determined at the Compensation Committee which are specifically as below.
- Base remuneration
- A fixed amount calculated based on his/her position, duties and role, and paid monthly and in cash.
- Performance-linked remuneration
- Determined depending on the level of individual contribution, mainly on the basis of consolidated ROE and consolidated ordinary income, which are set as Performance KPIs of the Medium-Term Management Plan, while also comprehensively taking into account achievement status of the managerial goals set in the Medium-Term Management Plan and the other relevant factors and provided at a certain time every year.
- A certain limit is set for the cash payment regarding performance-linked remuneration based on business performance. If performance-linked remuneration exceeds the limit, the part exceeding the limit will be replaced from cash to restricted stock.
- It does not apply to Directors who do not serve as Corporate Executive Officers.
- Stock-linked remuneration
- To increase the link between remuneration and shareholders’ value, the Company grants, as stock-linked remuneration, restricted stock, etc., the value of which corresponds to a certain percentage of base remuneration as non-monetary remuneration at a certain time every year.
- It does not apply to Outside Directors.
< Performance-linked remuneration >
The Company refers to KPIs, which are set as the Group numerical goals in the Medium-Term Management Plan "Passion for the Best" 2023 to calculate Performance-linked remuneration.
The performance assessments used in calculating Performance-linked remuneration reflect the financial performance evaluation, which is based on the Performance KPIs using the financial information and the quality evaluation, which is a comprehensive assessment of the KPIs other than the performance KPI. The Financial Performance Evaluation and the Quality Evaluation are determined by the Compensation Committee.
Performance-linked remuneration is calculated by multiplying the reference amount determined for each position and the performance evaluation, and reflecting the degree of individual contribution. The same calculation formula is applied to all positions for performance evaluation.
The indicators pertaining to Performance-linked remuneration are as shown below.

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(Notes)
- 1Reference Value is determined at Compensation Committee, based on Medium-Term Management Plan.
- 2The figure of consolidated total capital adequacy ratio is as of the end of December 2022.
< Image of remuneration >

In order to foster a system that incentives long-term performance improvement and sustainable growth better, if Performance-linked remuneration exceeds a certain limit, the excess amount will be paid in the form of by restricted stock.
< Restricted Stock Compensation Plan >
The Company introduced the Restricted Stock Compensation Plan to increase incentives for the Company and its subsidiaries’ Directors, Corporate Executive Officers (Shikkoyaku), and Executive Officers (Shikkoyakuin), etc., to enhance performance in the medium and long term and strengthen values shared among the Eligible Officers, etc. and shareholders.
Under a Restricted Stock Compensation Plan, the Company has introduced the malus provisions. If Eligible Officers commit a serious criminal offense, a breach of duty of care, or any other misconduct that damages the Group's reliability during the restriction period, the Company will automatically acquire subject stocks without compensation.
Stock Remuneration I (Stock-linked remuneration) |
It is intended to provide restricted stock for amount which equals to fixed ratio of the Base remuneration, and to function effectively as an incentive for long-term performance improvement, restriction will be released when he/she resigns he/her position as director, officers etc., of the Company and its subsidiaries and affiliates. |
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Stock Remuneration II (Performance-linked remuneration) |
Fixed limit is set for Performance-linked remuneration, which is provided by cash based on the performance, and if the amount exceeds the limit, part of the remuneration will be replaced by restricted stock. Restriction period is 3 years, it will function as substantial fee defer when Performance-linked remuneration exceeds a certain limit. |
< Consolidated Compensation, etc. by officer for FY2022 >
Name | Total consolidated compensation, etc. | Type of officer | Company name | Value of consolidated compensation, etc. by type | |||
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Base remuneration | Restricted stocks | Performance-linked remuneration | Retirement benefits | ||||
Takashi Hibino | 190 | Corporate Executive Officer | Daiwa Securities Group Inc. | 69 | 23 | 50 | - |
Daiwa Securities Co. Ltd. | 46 | - | - | - | |||
Seiji Nakata | 213 | Corporate Executive Officer | Daiwa Securities Group Inc. | 69 | 23 | 73 | - |
Daiwa Securities Co. Ltd. | 46 | - | - | - | |||
Toshihiro Matsui | 149 | Corporate Executive Officer | Daiwa Securities Group Inc. | 61 | 17 | 45 | - |
Daiwa Securities Co. Ltd. | 25 | - | - | - | |||
Keiko Tashiro | 111 | Corporate Executive Officer | Daiwa Securities Group Inc. | 46 | 13 | 31 | - |
Daiwa Securities Co. Ltd. | 20 | - | - | - | |||
Akihiko Ogino | 111 | Corporate Executive Officer | Daiwa Securities Group Inc. | 46 | 13 | 31 | - |
Daiwa Securities Co. Ltd. | 20 | - | - | - | |||
Shinsuke Niizuma | 110 | Corporate Executive Officer | Daiwa Securities Group Inc. | 19 | 13 | - | - |
Daiwa Securities Co. Ltd. | 46 | - | 30 | - |
(Notes)
- 1The persons, each of whose total remuneration, etc., paid is equal to or more than 100 million yen, are listed above.
- 2Type of officer refers to the officer categories used by Daiwa Securities Group Inc.
- 3Officers serving as both Directors and Corporate Executive Officers are listed as Corporate Executive Officers in the type of officer column.
- 4Performance-linked remuneration does not include the amount granted as Restricted Stock.
< Procedures on decision of remuneration for Directors >
The Articles of Incorporation stipulate that the remuneration, etc., of the Directors and Corporate Executive Officers (Shikkoyaku) is determined by the resolution of Compensation Committee.
In determining the amount of remuneration, it is calculated based on the indicators determined by Compensation Committee, majority of which is held by Outside Director to secure the transparency.

Internal Control System and Internal Audit
The Company group has created management structure centered on the Company with regard to the group’s various main risks, and seeks to ensure the effectiveness and efficiency of operations, the reliability of the finance report, compliance with the laws and regulations concerning business operations, and the preservation of assets, etc. This is based on the recognition that the maintenance of the internal control system to accomplish the sound and appropriate operation is the responsibility of the manager.
Based on the recognition that the establishment of a sound and efficient internal audit system enhances the value of the Group, and having concluded that the internal audit plays an important role in such a system, the Company has positioned a full-time Internal Audit Corporate Executive Officer (Shikkoyaku) in charge, and has an Internal Audit Department, which is independent from other sections, verify the internal control system.
By conducting risk-based audits, the Department strives to enhance the Group’s corporate value.
Focus items in the internal audits of the Group’s
- The state of internal control at Daiwa Securities and overseas locations as a global financial instruments business operator
- The state of businesses at Group companies, and the state of control from the Company

Authorization of Plans and Reporting of Results
Internal audit plans are subject to approval by and results of the audits are presented to the Group Internal Audit Committee. Furthermore, internal audit plans shall be consented to by the Audit Committee or the Selected Audit Committee Members who has been given certain authority from the Audit Committee, and the results of the audits are also reported directly to the Audit Committee.
Reports to the Group Internal Audit Committee are not limited to the audit results conducted at Daiwa Securities Group Inc. and Daiwa Securities Co. Ltd. They also include highly important findings made during audits conducted on companies in Japan and overseas.
Collaboration with Parties Inside and Outside the Group and Improvement of System
The Company’s Internal Audit Department collaborates with the internal auditing divisions of Group companies in Japan and overseas through regular meetings, monitoring, and audit activities.
The Company’s Internal Audit Department is in close liaison with the Audit Committee and Accounting Auditors and make adjustments with them in order to carry out auditing efficiently. The Department may also be delegated investigative duties from the Audit Committee. The degree to which these internal auditing activities satisfy the Institute of Internal Auditors’ “International Standards for the Professional Practice of Internal Auditing,” the global standard for internal auditing, is routinely evaluated by independent outside third parties. The Group thus strives to constantly improve its system.