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 Board of Directors determined our Vision 2030, which includes our basic sustainability policy, together with the Medium-Term Management Plan. In addition, thus far, the Board of Directors determined, for example, the formulation or revision of the Environmental and Social Policy Framework and the Net Zero Carbon Declaration. Furthermore, we report on the status of operation and issues for the Environmental and Social Policy Framework and the status of progress for 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 revision 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, a total of five reports were considered as agenda items at FY2025 Board of Directors meetings with the implementation of the current status report on the annual state of the promotion of sustainability, as well as resolutions and reports on individual themes (a resolution to revise the Environmental and Social Policy Framework, a report on the details of climate-related disclosure, a report on the deliberation status of materiality assessment for compatibility with SSBJ standards, and a report on addressing natural capital related disclosures (TNFD disclosure)).

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

Governance Structure for Climate Change

Main Comments from Outside Directors

Climate-related disclosure:

  • For difficult items such as the quantification of financial impacts in responding to SSBJ standards, we should proceed while closely watching the trends and responses of leading companies in Europe and in Japan.

Materiality assessment for SSBJ response:

  • While proceeding with the consideration of disclosure themes other than climate change and human capital, we should continue to consider individual disclosure of topics such as cybersecurity and AI in light of their importance.

Natural capital related disclosure (TNFD):

  • For financial institutions, natural capital risks mainly have an indirect impact, and going forward we will be in a position to encourage responses by our investees and others.

Roles and Main Agenda of Each Committee

Committee Composition Climate-related role Main agenda (including before FY2025)
Supervision Board of Directors Chair: Chairperson of the Board
Outside Directors: 7
Internal Directors: 6
  • Receive reports from the executive side and provide
    oversight of climate-related issues and responses
  • Formulation and update of Vision 2030
  • Status report on sustainability promotion (including ESG ratings) (once a year)
  • Formulation and progress of the Net Zero Carbon Declaration
  • Interim targets and progress for reducing financed emissions
  • Climate-related disclosure
  • Materiality assessment for SSBJ
  • TNFD disclosure
  • Revision and operation of the Environmental and Social Policy Framework
  • Risk appetite framework and top risks
  • ESG meetings with institutional investors
  • Sustainability KPIs in the Medium-Term Management Plan
  • Sustainability Meeting*
Nominating Committee Chair: Outside Director
Outside Directors: 3
Internal Directors: 2
  • Decide proposals for the appointment and dismissal
    of directors
  • Addition of sustainability items to the directors' skills matrix
Audit Committee Chair: Outside Director
Outside Directors: 4
Internal Directors: 1
  • Audit the execution of duties by directors and
    executive officers
  • Status of climate-related risk management (quantitative scenario analysis results)
  • preparation for SSBJ standards
Compensation Committee Chair: Outside Director
Outside Directors: 4
Internal Directors: 2
  • Consider policies on executive remuneration
  • Decision on the executive remuneration system linked to sustainability KPIs
Execution Executive Management
Committee
Chair: President and CEO
  • Deliberate on important business and policies
    related to climate issues
  • Report to the Board
  • Formulation and update of Vision 2030
  • Net Zero Carbon Declaration
  • Climate-related disclosure
  • SSBJ materiality assessment
  • TNFD disclosure
  • Revision of the Environmental and Social Policy Framework
  • Risk appetite framework and top risks
Group Risk Management
Committee
Chair: President and CEO
  • Monitor the response to climate change risks
  • Report to the Executive Management Committee
  • Status of climate-related risk management (quantitative scenario analysis results)
Sustainability Promotion
Committee
Chair: President and CEO
Internal members: 14
External members: 3
  • Discuss key matters related to climate change
  • Report to the Executive Management Committee
  • Formulation and update of Vision 2030
  • Climate-related disclosure
  • SSBJ materiality assessment
  • TNFD disclosure
  • Revision of the Environmental and Social Policy Framework
  • ESG rating response
  • Interim targets and progress for financed emissions
  • GHG emissions related to underwriting
  • *In October 2024, a Sustainability Meeting was held for institutional investors and sell-side analysts, at which the Head of Sustainability, an outside director, the Head of Human Resources, and the CFO presented the Group's sustainability policies and KPI progress, as well as initiatives on disclosure, governance, and human capital.

Skills Matrix of the Board of Directors

There are 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. To evaluate directors' knowledge and experience from multiple perspectives, a skills matrix is formulated after deliberation by the Nominating Committee. For the "Sustainability" criterion, the presence or absence of sustainability-related work experience—including experience in roles that promote the Group's sustainability strategy—is considered.

Name Role (★ indicates Chair of the committee) Years on Board Expertise and Experience
Corporate
Management
Finance/
Accounting
Legal/
Compliance
DX/ICT Global Sustainability
Seiji Nakata Nominating Compensation 11 They have expertise and experience to adequately manage and
control the Group.
Akihiko Ogino Nominating Compensation 6
Eiji Sato 2
Junichi Serizawa -
Hiroko Sakurai 1
Kotaro Yoshida -
Sachiko Hanaoka Non-Executive
Audit 7
Katsuyuki Nishikawa Outside
Independent
Nominating ★Audit 7
Toshio Iwamoto Outside
Independent
★Nominating Compensation 6
Yumiko Murakami Outside
Independent
Audit ★Compensation 5
Noriko Iki Outside
Independent
Nominating Audit 3
Mami Yunoki Outside
Independent
Audit Compensation 2
Akira Ichikawa Outside
Independent
Nominating Compensation 1
Christina Ahmadjian Outside
Independent
Audit Compensation -
  • Outside Outside Director
  • Independent Independent Director as defined by the stock exchange
  • Non-Executive Non-executive Director

(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. Apart from this, agenda items at FY2025 Sustainability Promotion Committee meetings included the details of climate-related disclosure, the deliberation status of materiality assessment for compatibility with SSBJ standards, addressing natural capital related disclosures (TNFD disclosure), and GHG emissions related to investment and loans and underwriting.

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 / Title Main areas of expertise
Toshihide Arimura
  • Professor, Faculty of Political Science and Economics, Waseda University
  • Faculty Fellow, Research Institute of Economy, Trade and Industry
  • Environmental Economics
  • Energy Policy
  • Carbon pricing (CP)
Arisa Kishigami
  • Founder and CEO, Poreia Noesis Co., Ltd.
  • Executive, Japan Sustainable Investment Forum (JSIF)
  • Sustainable investment
  • Engagement with companies
  • Global management and communication
Daisuke Takahashi
  • Attorney, Shinwa Sohgoh Law Offices
  • Business and human rights
  • Environmental law compliance
  • Global compliance

Main Comments from External Experts

Climate-related disclosure:
  • It would be good to be able to mention the benefits of regulatory development, and the risks of a lack thereof, regarding climate-related risks and opportunities.
  • From the perspective of a just transition, we should also consider initiatives and disclosure for industries that risk being left behind, such as high-emitting businesses.
Revision of the Environmental and Social Policy Framework:
  • Under the emissions trading scheme starting in FY2026, demand for woody biomass as an emissions reduction method is expected to grow; the clarification of the policy on woody biomass power generation is supported.
  • Beyond investment and lending decisions, it is also important to consider additional investigation or engagement when significant human rights or environmental risks or issues are identified after financing.
GHG emissions related to investment and lending and underwriting:
  • For emissions related to investment and lending, measurement methods are still developing, so care is needed when comparing with prior years;
  • For emissions related to underwriting, monitoring should continue, not only to respond to regulation but also to consider future transition strategy.

② Group Risk Management Committee

Policies and measures related 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. Climate scenario-based quantitative analysis results are reported to the Group Risk Management Committee each year and reported to the Executive Management Committee based on discussion at the Sustainability Promotion Committee.

③ Group-wide Working Groups

We have established individual working groups (WG) concerning areas including the planning and implementation of sustainability-related business, enhancing information disclosure, and strengthening ESG responses as a Group-wide system to promote sustainability. The content of the discussion at each of these WG is reported to the Sustainability Promotion Committee as appropriate. The Sustainable Business WG monitors sustainability KPIs and promotes sustainability-related businesses under the Sustainability Managers at each division of Daiwa Securities and major Group companies. To date, we have shared the issues and considered the response measures and improvement proposals for the following fiscal year in light of the status of progress in sustainability KPIs and the status of initiatives, as well as identified and sorted out sustainability-related risks and opportunities including climate change and natural capital. The ESG Response WG shared explanations and questions for preparing the FY2025 integrated report and feedback from institutional investors concerning the report and the status of ESG initiatives and also shared the evaluation details of the ESG rating agencies.

Group-wide Working Group

Name Overview
Head of Sustainability Oversee the promotion of sustainability-related businesses across the Group and initiatives to strengthen the foundation for sustainable management.
Sustainability Managers Promote sustainability-related businesses and manage KPI progress within each organization (Headquarters and Group companies) of the Group.
Sustainable Business WG Under the Sustainability Managers, monitor KPIs, ascertain the progress of sustainability-related businesses, identify issues, and plan and implement measures to address them.
ESG Response WG Expand and strengthen ESG responses with reference to the Group's external evaluations (by investors and rating agencies).
Sustainability Advisory Group Internal experts well versed in sustainability who propose issues facing the Group and future responses.
Sustainability Disclosure WG A cross-departmental organization aiming to expand sustainability information disclosure from the perspective of integrated reporting.
Scope 3 Emissions Monitoring Team Measure emissions related to the investment and loan portfolios and set targets.