2. Governance

Governance Structure for Climate Change

(1) Board's Oversight

The Board of Directors oversees a response to sustainability-related issues, including climate change. The Board of Directors receives reports as needed in accordance with the rules of the Board of Directors on issues and responses to sustainability-related issues discussed at the Sustainability Promotion Committee or deliberated on by the Executive Management Committee. Additionally, the Board of Directors makes resolutions on items that are core management matters and items deemed important by the Board of Directors established as resolution items in the rules of the Board of Directors.

Thus far, in addition to deciding on the formulation or revisions of the Environmental and Social Policy Framework, and the Daiwa Securities Group Net Zero Carbon Declaration, the Board of Directors decided to add climate change as one of the top risks in our risk appetite statement. In addition, the Board of Directors discusses reports that are received such as on climate-related disclosures and confirms the status of progress of sustainability KPIs when reviewing the financial results and the Medium-Term Management Plan.

In FY2023, the Board of Directors decided on the new Medium-Term Management Plan "Passion for the Best" 2026 (including revisions of the Vision 2030). Within this, sustainability, including climate change, were also raised as topics. In total, climate has been placed on the agenda of the Board seven times.

Roles and Major Agenda of Committees

Committee Members Roles Major Agenda
Supervision Board of Directors Chair: Chairperson of the Board

Outside Directors: 6
Internal Directors: 6
  • Receive reports on climate-related
    issues and responses and supervise
  • Formulation and update of the Vision 2030
  • Formulation of the Net Zero Carbon Declaration
  • TCFD response
  • Revision of the Environmental and Social Policy Framework
  • ESG evaluation response
  • Risk appetite framework and top risks
  • Results of ESG meetings with institutional investors
  • Intermediate targets
  • Decision on sustainability KPIs in the Medium-Term Management Plan
Nominating Committee Chair: Outside Director

Outside Directors: 4
Internal Directors: 2
  • Decide on proposal for the appointment
    and dismissal of directors
  • Addition of sustainability to the skill matrix of the Board of Directors
Compensation Committee Chair: Outside Director

Outside Directors: 4
Internal Directors: 2
  • Consider policies related to
    executive compensation
  • Decision on executive compensation system linked to sustainability KPIs
Execution Executive Management Committee Chair: President and CEO
  • Decide on important business
    and policies related to climate issues
  • Report to the Board of Directors
  • Formulation and update of the Vision 2030
  • Formulation of the Net Zero Carbon Declaration
  • TCFD response
  • Revision of the Environmental and Social Policy Framework
  • Risk appetite framework and top risks
Group Risk Management Committee Chair: President and CEO
  • Monitor responses to climate-related risk
  • Report to the Executive Management Committee
  • Management of status of climate change risk (quantitative analysis results based on scenarios)
Sustainability Promotion Committee Chair: President and CEO

Internal members: 17
External members: 3
  • Discuss on important matters related to climate change
  • Report to the Executive Management Committee
  • Formulation and update of the Vision 2030
  • Revision of the Environmental and Social Policy Framework
  • ESG response
  • Intermediate targets
  • Registration for the TNFD adopter

Comments from Outside Directors

Climate-related Disclosure

  • It is important to disclose not just results, but also the company's future milestones.

Environmental and Social Policy Framework

  • It would be beneficial to take the lead on certain initiative that makes the company unique, while taking into account external circumstances and competitors.
  • The supply chain is expected to be managed in close collaboration with relevant departments to ensure compliance with the framework.

There are Internal and Outside Directors with deep knowledge of sustainability on the Board of Directors, with a system in place to provide highly effective oversight of initiatives toward sustainability-related issues. We formulated a skill matrix after discussions at the Nomination Committee to ensure the appropriate skills and competencies of the directors. As criteria for Sustainability, we take into account if an individual has work experience in the sustainability field, including promoting sustainability-related strategies within the Group.

Skill Matrix of the Board of Directors

Name Committee Responsibility Years on
the Board
Expertise and Experience
Corporate
Management
Finance/
Accounting
Legal/
Compliance
DX/ICT Global Business Sustainability
Seiji Nakata Nominating Compensation 9 They have expertise and experience to execute adequately
the management and control of the Group.
Akihiko Ogino Nominating Compensation 4
Shinsuke Niizuma -
Keiko Tashiro 10
Eiji Sato -
Sachiko Hanaoka Audit 5
Eriko Kawai Outside
Non-executive
Nominating Compensation 6
Katsuyuki Nishikawa Outside
Non-executive
Nominating Audit 5
Toshio Iwamoto Outside
Non-executive
Nominating Compensation 4
Yumiko Murakami Outside
Non-executive
Audit Compensation 3
Noriko Iki Outside
Non-executive
Nominating Audit 1
Mami Yunoki Outside
Non-executive
Audit Compensation -
  • OutsideOutside director
  • Non-executiveIndependent officer based on the provisions of the stock exchange

To strengthen executives' incentives related to initiatives toward sustainability-related issues, we have incorporated the sustainability KPIs in the evaluation system for performance-linked remuneration. These KPIs include the SDG bond league table and GHG emissions. For details, please refer to 5. Metrics and Targets (4) Executive Remuneration.

(2) Executive Framework

① Sustainability Promotion Committee

Regular discussions are held at the Sustainability Promotion Committee, chaired by the President and CEO on strategies and policies related to sustainability, including climate change.

For example, the Committee has discussed the formulation or revisions of the Environmental and Social Policy Framework and the Daiwa Securities Group Net Zero Carbon Declaration.

The Committee is composed of the Head of Sustainability, who is responsible for promoting sustainability based on the rules for Corporate Executive Officers approved by the Board of Directors, several Internal Directors, and three external experts with specialized knowledge in sustainability. The details of discussion at the Committee are reported to, deliberated on and determined at the Executive Management Committee, as appropriate.

Sustainability-related Expertise of External Experts

Name Affiliation/Job Title Main Areas of Expertise
Toshihide Arimura
  • Professor, School of Political Science and Economics, Waseda University
  • Faculty Fellow, The Research Institute of Economy, Trade and Industry
  • Environment Economics
  • Energy Policies
  • Carbon pricing
Arisa Kishigami
  • Independent consultant, En-CycleS (Engagement Cycle for Sustainability)
  • Trustee, Japan Sustainable Investment Forum (JSIF)
  • Sustainable investment
  • Sustainable index/ESG ratings
  • Engagement
Daisuke Takahashi
  • Attoney at Law, Shinwa Law
  • Business and human rights
  • Environmental law compliance
  • Global compliance

Comments from External Experts

Climate-related Disclosure

  • Detailed explanations of the identified climate-related risks and opportunities should be provided, along with their corresponding responses.
  • Discussions on a Just Transition are progressing overseas, especially in countries and regions where coal is a major industry. In response, the company should consider initiatives for a fair transition.

Interim Targets for Emissions associated with Investment and loan Portfolios.

  • Given the recent increasing focus on a Just Transition, the company should disclose not only its targets but also the background and social significance behind them.

② Group Risk Management Committee

Policies and measures relating to risk management, including climate change, are discussed at the Group Risk Management Committee, a subcommittee of the Executive Management Committee, and attended by the Chief Risk Officer (CRO), who is responsible for risk management. After climate-related scenario-based quantitative analysis results are reported to the Group Risk Management Committee each year, they are reported to the Executive Management Committee based on discussion at the Sustainability Promotion Committee.

③ Group-wide Working Group

As a Group-wide system to promote sustainability, we have appointed Sustainability Managers at each division and major Group company. Under these managers, a working group (WG) monitors sustainability KPIs and promotes sustainability-related businesses. The contents of the discussions of this WG are reported to the Sustainability Promotion Committee as appropriate.

Group-wide Working Group

WG Summary
Head of Sustainability Promotes sustainability-related businesses across the Group and oversees initiatives that enhance the foundation of sustainable management.
Sustainability Managers Promote sustainability-related businesses and manage the progress of KPI at each division and Group company.
Sustainable Business WG Monitor KPIs, grasp the progress of sustainability-related businesses, identify issues, and implement measures under sustainability managers.
ESG Response WG Enhance ESG response in reference to external ESG evaluations (investors and evaluation organizations).
Sustainability Advisory Group Internal experts with expertise in sustainability make recommendations on issues and future action.
Sustainability Disclosure WG Cross-departmental organizations that aim to expand sustainability-related disclosures from the perspective of integrated reporting.
Scope3 Emissions Monitoring Team Monitors emissions relating to the investment and loan portfolios and sets targets.