3. Governance

(1) Board's Oversight

The Board of Directors oversees a response to strategies and policies related to sustainability, including climate change. The Board of Directors receives reports as needed in accordance with the rules of the Board of Directors on strategies and policies related to sustainability 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.

The Group's Vision 2030 includes our basic sustainability policy, and this was decided at the Board of Directors together with the Medium-term Management Plan. In addition, thus far, the Board of Directors has determined, for example, the formulation or revision of the Environmental and Social Policy Framework and the Net Zero Carbon Declaration.In our risk appetite statement, starting in FY2021, we stipulated climate change risk, and have appropriately identified, assessed, and effectively managed climate change based on the estimated amount of losses from scenario analysis.

In FY2023, the Board of Directors decided on the Medium-term Management Plan "Passion for the Best" 2026 (including revisions of Vision 2030). In this plan, sustainability topics, including climate change, were also raised. The sustainability KPI in the Medium-term Management Plan has been confirmed at a subsequent Board of Directors meeting at the time financial results were approved and the Medium-term Management Plan was reviewed. Additionally, at FY2024 Board of Directors meetings, a total of four items were given: a report on climate-related disclosures, a resolution to revise the Environmental and Social Policy Framework, a report on the state of the promotion of sustainability, and a report for institutional investors from the sustainability meeting*.

To strengthen executives' incentives related to sustainability initiatives, we have incorporated the sustainability KPIs in the evaluation system for performance-linked remuneration. These KPIs include the SDGs bond league table and GHG emissions. For details, please refer to "6. Metrics and Targets (4) Executive Remuneration".

  • *In October 2024, a sustainability meeting was held for institutional investors and sell-side analysts, where the Head of Sustainability, Outside Director, CHO, and CFO gave presentations, sharing the Group's policies, KPI progress, and initiatives related to disclosure, governance, and human capital.

Governance Structure for Climate Change

Comments from Outside Directors

Climate-related Disclosures

  • It is important to consider future directions by identifying gaps with disclosure standards and peer practices.

Environmental and Social Policy Framework

  • Conducting objective and detailed due diligence, including investees' supply chains, remains a challenge.

Roles and Discussion Topics of Each Committee

Committee Members Roles Discussion Topics
Supervision Board of Directors Chair: Chairperson of the Board
Outside Directors: 7
Internal Directors: 7
  • Receive reports and oversee
    climate-related issues and responses
  • Formulation and update of Vision 2030
  • Formulation of the Net Zero Carbon Declaration
  • Climate-related disclosures
  • Revision of the Environmental and Social Policy Framework
  • Report on Sustainability Initiatives (including ESG ratings)
  • Risk appetite framework and top risks
  • Results of ESG meetings with institutional investors
  • Interim targets for the investment portfolio
  • Report on the KPIs progress
  • Report on the Sustainability Meeting
Nominating Committee Chair: Outside Director
Outside Directors: 5
Internal Directors: 2
  • Decide on proposal for
    the appointment and dismissal of directors
  • Addition of sustainability to the skills matrix of the Board of Directors
Audit Committee Chair: Outside Director
Outside Directors: 4
Internal Directors: 1
  • Audit of Directors' and Executive Officers' Duties
  • Report on the status of Climate-related risk management (results of scenario analysis)
Compensation Committee Chair: Outside Director
Outside Directors: 5
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 change
  • Report to the Board of Directors
  • Formulation and update of Vision 2030
  • Formulation of the Net Zero Carbon Declaration
  • Climate-related disclosures
  • Revision of the Environmental and Social Policy Framework
  • Risk appetite framework and top risks
Group Risk Management
Committee
Chair: President and CEO
  • Monitor climate-related risks
  • Report to the Executive Management Committee
  • Report on the status of Climate-related risk management (results of scenario analysis)
Sustainability Promotion
Committee
Chair: President and CEO
Internal members: 16
External members: 3
  • Discuss key climate change issues
  • Report to the Executive Management Committee
  • Formulation and update of Vision 2030
  • Revision of the Environmental and Social Policy Framework
  • ESG ratings
  • Interim targets for the investment portfolio
  • Registration for the TNFD adopter
  • Climate-related disclosures

Skills Matrix of the Board of Directors

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. In addition, a skills matrix has been developed based on discussions by the Nominating Committee to evaluate directors' expertise and experience. For Sustainability, relevant experience, including roles promoting the Group's sustainability strategy, is considered.

Name Role Years on Board Expertise and Experience
Corporate
Management
Finance/
Accounting
Legal/
Compliance
DX/ICT Global Sustainability
Seiji Nakata Nominating Compensation 10 They have expertise and experience to adequately manage and
control the Group.
Akihiko Ogino Nominating Compensation 5
Shinsuke Niizuma 1
Keiko Tashiro 11
Eiji Sato 1
Hiroko Sakurai -
Sachiko Hanaoka Audit 6
Eriko Kawai Outside
Non-executive
Nominating Compensation 7
Katsuyuki Nishikawa Outside
Non-executive
Nominating Audit 6
Toshio Iwamoto Outside
Non-executive
Nominating Compensation 5
Yumiko Murakami Outside
Non-executive
Audit Compensation 4
Noriko Iki Outside
Non-executive
Nominating Audit 2
Mami Yunoki Outside
Non-executive
Audit Compensation 1
Akira Ichikawa Outside
Non-executive
Nominating Compensation -
  • OutsideOutside Director
  • Non-executiveIndependent Director as defined by the stock exchange

(2) Execution 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 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 (Shikkoyaku) 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 Expertise of External Experts

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

Comments from External Experts

Climate-related Disclosures
  • Sharing challenges in adopting ISSB and SSBJ standards within Japan would help raise overall disclosure quality.
  • To enhance credibility, it would be helpful to clarify the specific skills behind the skills matrix.
  • Rather than focusing on disclosure, more emphasis should be placed on addressing risks and capturing opportunities. It is recommended to clearly expected risks and opportunities along with related initiatives and KPIs.
Revision of Environmental and Social Policy Framework
  • With global expectations rising, proactive action on human rights and environmental due diligence is essential.
  • It is important to detect risks through engagement, at the same time, practical and realistic measures should be considered, such as collecting information efficiently by country, region, or industry, and promoting collaborative engagement targeting specific sectors.

② Group Risk Management Committee

Policies and measures relating to risk management, including climate change, are discussed at the Group Risk Management Committee chaired by the President and CEO, a subcommittee of the Executive Management Committee, and attended by the Chief Risk Officer (CRO), who is responsible for risk management.

After climate 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 discussion of this WG are reported to the Sustainability Promotion Committee as appropriate.

Group-wide Working Group

WG Summary
Head of Sustainability Promote sustainability-related businesses for the entire Group, and oversees initiatives to enhance the foundation for sustainable management.
Sustainability Managers Promote sustainability-related businesses and conduct KPI progress management for each organization (Headquarters and Group companies) within the Group.
Sustainable Business WG Monitor the KPIs, ascertain the progress status of sustainability-related businesses, identify issues, and plan and implement measures for these issues under the direction of sustainability managers.
ESG Response WG Enhance and strengthen ESG response in reference to external evaluations (investors and evaluation organizations) regarding ESG.
Sustainability Advisory Group Composed of internal experts with extensive knowledge in sustainability who make proposals regarding challenges for the Group and future action.
Sustainability Disclosure WG Cross-departmental organizations that aim to expand the disclosure of sustainability information from the perspective of integrated reporting.
Scope3 Emissions Monitoring Team Monitor emissions relating to the investment and loan portfolios, and sets targets.