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 | |
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Supervision | Board of Directors | Chair: Chairperson of the Board Outside Directors: 6 Internal Directors: 6 |
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Nominating Committee | Chair: Outside Director Outside Directors: 4 Internal Directors: 2 |
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Compensation Committee | Chair: Outside Director Outside Directors: 4 Internal Directors: 2 |
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Execution | Executive Management Committee | Chair: President and CEO |
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Group Risk Management Committee | Chair: President and CEO |
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Sustainability Promotion Committee | Chair: President and CEO Internal members: 17 External members: 3 |
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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 | ||||||||
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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. |
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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 |
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Toshihide Arimura |
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Arisa Kishigami |
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Daisuke Takahashi |
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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 |
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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. |