FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 1-15270

For the month of July 2020

NOMURA HOLDINGS, INC.
(Translation of registrant's name into English)

9-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F X

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101(b)(7):

Information furnished on this form:
EXHIBIT
Exhibit Number
1. (English Translation) Corporate Governance ReportSIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

NOMURA HOLDINGS, INC.
Date: July 7, 2020

By:__ /s/ Go Sugiyama____________________Go Sugiyama
Senior Managing Director

[Translation of the Corporate Governance Report filed with the Tokyo Stock Exchange on July 6, 2020]
This document is a translation of the Japanese language original prepared solely for convenience of reference. In the eventof any discrepancy between this translated document and the Japanese language original, the Japanese language original
shall prevail.
CORPORATE GOVERNANCE REPORT

Nomura Holdings, Inc.
Last updated: July 6, 2020

Nomura Holdings, Inc.
Kentaro Okuda, Representative Executive Officer,
President and Group CEO
Contact: 81-3-5255-1000
Securities Code: 8604 (Tokyo Stock Exchange)
https://www.nomuraholdings.com/investor/
The status of the corporate governance of Nomura Holdings, Inc. (the “Company”) is as described below.
I Underlying Concept of Corporate Governance, Capital Structure, Corporate Attributes, and Other Fundamental
Information■ 1. Underlying Concept
The Company recognizes that enhancement of corporate governance is one of the most important issues in terms ofachieving the management’s goal of enhancing corporate value by deepening society’s trust in the firm and increasing thesatisfaction, beginning with clients, of stakeholders.
The Board of Directors, recognizing the perspectives of various stakeholders beginning with shareholders and clients, hasestablished the “Nomura Holdings Corporate Governance Guidelines” (“the Guidelines”) with the aim of defining, and tocontribute to realizing, a framework of effective corporate governance as a structure for transparent/fair and timely/decisivedecision-making.
The full text of the Guidelines is available on the Company’s website.
https://www.nomuraholdings.com/company/cg/data/cg_guideline.pdf[Reasons for Non-Compliance with the Principles of the Corporate Governance Code]
The Company has complied with all principles of the Corporate Governance Code.
[Disclosures in accordance with Each Principle of the Corporate Governance Code]Disclosures in accordance with each principle of the Corporate Governance Code are as follows.
[Principle 1-4]
(1) Policy for Strategic Shareholdings
Please refer to Article 25 “Basic Policy for Strategic Shareholdings” of the Guidelines.
(2) Assessment of the content of Strategic Shareholdings
The Company, at the Strategic Shareholding Review Committee which is held once every half-year, on the basis of the
Basic Holding Policy, by carrying out assessments of the purpose of the holding of strategic shareholdings and activities
such as analyses and qualitative valuations of the returns in relation to required capital, examines factor such as the benefits
and risks accompanying holdings.
In addition, the Board of Directors, concerning individual strategic shareholdings, will examine the content considered at
the Strategic Shareholding Consideration Committee.
(3) Basic Policy regarding the Exercise of Voting Rights for Strategic Shareholdings
Please refer to Article 26 “Basic Policy regarding the Exercise of Voting Rights for Strategic Shareholdings” of the
Guidelines.
[Principle 1-7]
Please refer to Article 27 “Matters regarding Related-Party Transactions and Subsidiaries” of the Guidelines.
[Principle 2-6]
For the Company’s corporate pension fund, in order to realize payments such as the certain payment of pension benefits over the
future and to realize investment management that makes the interests of participants/beneficiaries top priority, operations will be
carried out by assigning qualified persons. Also for the selection of asset managers, it has been decided that selections constrainedby the business relationship with the pension fund manager will not be carried out, and the policy is to take into consideration
factors such as aspects of the Stewardship Code, such as the status of responses and initiatives, and policy in relation to ESG, as
necessary. On the basis of these kinds of policies, monitoring of activities including the stewardship activities of asset managers
will be implemented and initiatives will be undertaken to make sure that the corporate pension fund’s perform their roles as asset
1

owners.
[Principle 3-1]
These items have been disclosed as follows.
(1) Management Philosophy and Management Strategies and Management Plans
Management Philosophy: Please refer to the “Nomura Group Corporate Philosophy,” “Our Founder’s Principles,” and the“Nomura Group Code of Conduct” on the Company’s website.
https://www.nomuraholdings.com/company/basic/
Management Strategies and Management Plans: Please refer to the materials on the Company’s website “Presentations”
https://www.nomuraholdings.com/investor/presentation/(2) Underlying Concept of Corporate Governance and Basic Policies
Please refer to the Guidelines.
(3) Policies and Procedures to determine Compensation for Senior Executives and Directors
Please refer to II.1. “Remuneration of Directors and Executive Officers” of this Report.
The Company does not provide business-performance-based bonuses (bonuses and deferred compensations such as stock
options) to Outside Directors. Further, the Company abolished retirement bonuses in 2001.
(4) Policies and Procedures to appoint/dismiss the senior management and nominate the directors candidatesPlease refer to Article 2 “Role of the Board of Directors,” Article 9 “Role and Composition of the Nomination Committee,”and Article 10 “Appointment/Dismissal of Officers such as the Group CEO and Succession Plan.”(5) Explanations with respect to Individual Appointments/Dismissals and Nominations in the Appointment/Dismissal of the
Senior Management and Nomination of Director Candidates
For explanations for nominating director nominees including Directors concurrently serving as Representative Executive
Officers, please refer to the “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of
the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/investor/shm/[Supplementary Principle 4-1-1]
At the Company, the decision making authority for all matters, except for matters which must be referred to the Board of Directors,
are delegated to the Executive Officers. For the reference matters of the Board of Directors, please refer to Article 10 of theRegulations of the Board of Directors.
https://www.nomuraholdings.com/company/cg/regulations.html[Principle 4-9]
Please refer to II.1. “Matters relating to Independent Directors” in this Report.
[Supplementary Principle 4-11-1]
Please refer to Article 3 “Composition of the Board of Directors” of the Guidelines.
The Company’s Board of Directors, to carry out active discussions from various points of view, is made up of members withexpertise in areas such as finance and corporate management, and who are diverse in terms of factors such as nationality, gender,
and background. Specifically, the Board of Directors is made up of 10 directors, six of whom are Outside Directors, and two
persons who are corporate managers, two persons who are accountants, one person who is well-versed in accounting andcorporate management, and one person who is well-versed in finance-related legal systems. Out of these members, two persons
are non-Japanese directors and two persons are female directors.
[Supplementary Principle 4-11-2]
For concurrent positions held by directors, please refer to the “Reference Materials for the General Meeting of Shareholders” in
the Notice of Convocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/investor/shm/[Supplementary Principle 4-11-3]
Please refer to Article 6 “Self-Evaluation” of the Guidelines. Further, the summary of the results of the analysis and evaluationof the effectiveness of the Board for the fiscal year ended March 31, 2019 are as follows:< Concerning the Summary of the Results of the Analysis/Evaluation Regarding the Effectiveness of the Board of Directors
during the Fiscal Year Ended March 31, 2020 (“FY 2020”)>In the second half of FY 2020, the Company conducted a self-evaluation regarding the effectiveness of the Board of Directors
during FY 2020.
The self-evaluation of the Board of Directors, concerning matters such as the status of discussions at meetings of the Board of
Directors and matters such as the method of operations of the Board of Directors and the quality/quantity of information provided
to the Board of Directors, was carried out by having each director evaluate each item, and by holding discussions at meetings ofthe Board of Directors and meetings of the Outside Directors based on the results thereof.
2

This year, Director Kimura who is the lead Outside Director has been assigned to the chairman of Nomination Committee andCompensation Committee, and aimed for sophistication of Board of Directors. At the Nomination Committee, Succession Plan
was discussed by concerning the Group CEO qualifications based on factors such as the management environment and candidate
proposal. At the Compensation Committee, performance-based compensation was discussed, and the function of each Committee
was enhanced.
Also, for the incident of improper communication of information, the Board of Directors concerning investigation results by the
special investigation team under the Audit Committee, required to establish a remediation action plan to the senior managements.
As a result, Nomura Group Code of Conduct which is an essential part of the remediation plan has been established based on thediscussions at the Board of Directors, and the efforts to permeate the code was also discussed at the Board of Directors.
Further, at the regularly held meetings of Outside Directors, enhancement of discussions regarding management’s goals andstrategies, and effective management of Board of Directors will be discussed with Directors and senior managements for ideal
way of the Company’s Board of Directors.
On the basis of these initiatives, as the Board of Directors, an assessment has been made that the effectiveness of the Board of
Directors is, also this year, generally at an almost good level.
[Supplementary Principle 4-14-2]
Please refer to Article 17 “Training of Directors” of the Guidelines.
[Principle 5-1]
Please refer to Article 21 “Dialogue with Shareholders” of the Guidelines.
Concerning other engagements regarding the Company’s corporate governance, including the items below, they have been
published in places including this report, the Annual Securities Report, the Nomura Report, and the Company’s Homepage.
[Principle 2-3]
Please refer to Article 23 “ESG Efforts” of the Guidelines and “Environmental conservation initiatives and CSR activities” in
III.3. “Measures to Ensure Due Respect for the Stakeholders’ Standpoint” of this Report.
[Principle 2-4]
Please refer to Article 22 “Nomura Group Corporate Philosophy and the Nomura Group Code of Conduct”, “Status of the
Appointment of Female Directors and Officers” and “Diversity and Inclusion” in III.3. “Measures to Ensure Due Respect for the
Stakeholders’ Standpoint” of this Report.
■ 2. Capital Structure
Ratio of Shares held by Foreign Investors

Over 30%<Major Shareholders>Name
The Master Trust Bank of Japan, Ltd. (Trust Account)
Japan Trustee Services Bank, Ltd. (Trust Account)
Japan Trustee Services Bank, Ltd. (Trust Account 5)
JP Morgan Chase Bank 385151
Northern Trust Co. (AVFC) Re Silchester International Investors International Value
Equity Trust
Japan Trustee Services Bank, Ltd. (Trust Account 7)
State Street Bank West Client-Treaty 505234
Northern Trust Co. (AVFC) Re U.S. Tax Exempted Pension Funds
Japan Trustee Services Bank, Ltd. (Trust Account 1)
SSBTC Client Omnibus AccountControlling shareholder other than the parent company
Parent company

Number of Shares

Percentage

228,152
163,096
70,68053,546

7.50
5.36
2.32
1.76

51,8721.70

50,75849,11039,17636,26034,172

1.67
1.61
1.28
1.19
1.12

None
None

Supplementary Explanation
Information concerning major shareholders is as of March 31, 2020. Numbers of shares are rounded down to the nearest
thousands.
The Company has 454,625 thousand shares of treasury stock as of March 31, 2020 which is not included in the major
shareholders list above.
■ 3. Corporate Attributes
Listed exchanges and market section

Tokyo 1st section, Nagoya 1st section
3

Fiscal year end
Industry
Number of employees (consolidated)
Sales (consolidated)
Consolidated subsidiaries

March
Securities and Commodity Futures
Over 1,000
Over 1 trillion yen
Over 300■ 4. Guidelines Regarding Measures to Protect Minority Shareholders in the Event of Transactions with the Controlling
Shareholder－■ 5. Other Special Conditions with Potentially Significant Effects on Corporate GovernanceRegarding the Company’s listed subsidiaries, the Company’s policy is to respect the independence of each entity’s management,
and other than appropriate governance in proportion to its voting rights, the Company’s involvement is limited.
II Organizations regarding Managerial Decision Making, Execution, Management and Status of Other Corporate
Governance System■ 1. Organizational structure and management
Organizational structure
Company with Three Board Committees<Directors>
Number of seats on the Board of Directors pursuant to
the Company’s Articles of Incorporation
Term of office of Directors pursuant to the Company’s
Articles of Incorporation
Chairman of the meetings of the Board of Directors
Number of Directors in office<Outside Directors>
Number of Outside Directors in office
Number of Outside Directors qualifying as Independent
Directors

20
1 yearChairman of the Board of Directors (kaicho) (except when
concurrently serving as a president)
1066

Relationship with the Company (1)NameAttribution

a

b

c

Relationship with the company (*)
d
e
f
g
h

i
j
k
Hiroshi Kimura
External
Kazuhiko Ishimura
External
Noriaki Shimazaki
External
Mari Sono
CPA
Michael Lim Choo San
CPA
Laura Simone Unger
Other* Choices concerning the relationship with the company.
* For each item, “○” in the event that “currently/recently” corresponds for the Outside Director and “△” in the event that “in thepast” corresponds for the Outside Director.
* For each item, “●” in the event that “currently/recently” corresponds for the close relative of an Outside Director and “▲” in theevent that “in the past” corresponds for the close relative of an Outside Director.
a - Executive of the Listed Company or its subsidiaryb - Executive or Non-Executive Director of the parent company of the Listed Company
c - Executive of a fellow subsidiary of the Listed Company
d - A legal or natural person whose major business partner is the Listed Company or an Executive of such a legal person
e - Major business partner of the Listed Company or an Executive of such major business partner
f - A consultant, accountant or legal expert receiving a large amount of compensation or other assets from the Listed Company,
excluding director/officer compensationg - Major shareholder of the Listed Company (if such major shareholder is a legal entity, an Executive of such legal entity)
h - Executive of a business partner of the Company (which does not fall under (d), (e) or (f) above) (applicable to the Director only)i - Executive of a company where there is a relationship of an Outside Director being mutually appointed (applicable to the Director
only)
j - Executive of an institution receiving a donation from the Listed Company (applicable to the Director only)k - Other4

Relationship with the Company (2)NameCommittees
*1
*2
*3

*4

Supplementary description

Hiroshi
Kimura☑

☑

☑

Mr. Kimura concurrently serves as
Honorary Company Fellow of Japan
Tobacco Inc., etc.

KazuhikoIshimura☑

☑

☑

Mr. Ishimura concurrently serves as
Director of AGC Inc., Outside
Director of TDK Corporation,
Outside Director of IHI Corporation
and President of the National Instituteof Advanced Industrial Science andTechnology etc.

1

Nomination Committee
Compensation Committee
3
Audit Committee
4
Independent Director
25

Reason for appointment (if designated asan Independent Director, also including
grounds for such designation)<Reason for appointment as Outside
Director>
Mr. Kimura has held a number ofsignificant positions including President,
CEO and Representative Director of theBoard of Japan Tobacco Inc. He has
extensive experience with respect tocorporate
management
and
hisachievements and insights have been
evaluated highly. The Company believes
that he will play a full role as an Outside
Director in determining importantmanagerial matters and overseeing thebusiness execution of the Company.
<Reason for designation as Independent
Director>
Mr. Kimura satisfies the Independence
Criteria for Outside Directors establishedby the Company. He is not considered to
be in any situation where the degree of
independence required by the Exchanges
would be called in doubt, and hence he isunlikely to have conflicts of interest withgeneral investors, and has been
designated as an Independent Director.
<Reason for appointment as Outside
Director>
Mr. Ishimura has held a number ofsignificant
positions
includingRepresentative Director and President
and CEO of AGC Inc. and Chairman of
the Board of AGC Inc. He has extensive
experience with respect to corporate
management and his achievements andinsights have been evaluated highly. The
Company believes that he will play a fullrole as an Outside Director in determining
important managerial matters andoverseeing the business execution of theCompany.
<Reason for designation as Independent
Director>
Mr. Ishimura satisfies the Independence
Criteria for Outside Directors establishedby the Company. He is not considered to
be in any situation where the degree of
independence required by the Exchanges
would be called in doubt, and hence he isunlikely to have conflicts of interest with

Noriaki
Shimazaki☑

☑

Mr. Shimazaki concurrently serves as
Director of Nomura Securities Co.,
Ltd. and Outside Director of Loginet
Japan Co., Ltd., etc.

Mari Sono☑

☑

Although Ms. Sono was, in the past,a Senior Partner of Ernst & Young
ShinNihon LLC (“E&Y”), thecurrent corporate auditor of theCompany, she has had no
involvement whatsoever in E&Y’s
management and financial policy
since she retired from E&Y in August
2012. Moreover, during her tenure at
E&Y, she was never involved in an
accounting audit of the Company andalso never belonged to the Financial
Division that is responsible foraccounting audits of financial
institutions.

☑

Mr. Lim concurrently serves as NonExecutive Chairman of Nomura
Singapore Ltd. and Non-Executive
Chairman of Fullerton Healthcare
Corporation Limited, etc.

Michael Lim
Choo San

6

general investors, and has been
designated as an Independent Director.
<Reason for appointment as Outside
Director>
Mr. Shimazaki has held a number ofsignificant
positions
includingRepresentative Director and Executive
Vice President of Sumitomo Corporation.
He has extensive experience with respect
to corporate management and hisachievements and insights have been
evaluated highly. The Company believes
that he will play a full role as an Outside
Director in determining importantmanagerial matters and overseeing thebusiness execution of the Company.
<Reason for designation as Independent
Director>
Mr. Shimazaki satisfies the Independence
Criteria for Outside Directors establishedby the Company. He is not considered to
be in any situation where the degree of
independence required by the Exchanges
would be called in doubt, and hence he isunlikely to have conflicts of interest withgeneral investors, and has been
designated as an Independent Director.
<Reason for appointment as Outside
Director>
Ms. Sono has held a number of significant
positions
includingExternal
Comprehensive Auditor, Tokyo, andMember of “Business Accounting
Council,” Ministry of Finance. She is wellversed in corporate accounting. She has
also served as Commissioner of the
Securities and Exchange SurveillanceCommission after retiring from the Audit
Firm. Her achievements and insights havebeen evaluated highly. The Company
believes that she will play a full role as an
OutsideDirectorindetermining
important managerial matters andoverseeing the business execution of theCompany.<Reason for designation as
Independent Director>
Ms. Sono satisfies the Independence
Criteria for Outside Directors establishedby the Company. She is not considered to
be in any situation where the degree of
independence required by the Exchanges
is called in doubt, and hence she isunlikely to have conflicts of interest withgeneral investors, and has been
designated as an Independent Director.
<Reason for appointment as Outside
Director>
Mr. Lim has held a number of significant
positions including Executive Chairmanof PricewaterhouseCoopers, Singapore.
He is well versed in international

LauraSimoneUnger☑

Ms. Unger concurrently serves as
Independent Director of CIT Group
Inc., Independent Director of Navient
Corporation
andIndependent
Director of Nomura Securities
International, Inc., etc.

accounting systems. He has also served ina number of public service related roles in
Singapore. His achievements and insights
have been evaluated highly. The
Company believes that he will play a fullrole as an Outside Director in determining
important managerial matters andoverseeing the business execution of theCompany.
<Reason for designation as Independent
Director>
Mr. Lim satisfies the Independence
Criteria for Outside Directors establishedby the Company. He is not considered to
be in any situation where the degree of
independence required by the Exchanges
would be called in doubt, and hence he isunlikely to have conflicts of interest withgeneral investors, and has been
designated as an Independent Director.
<Reason for appointment as Outside
Director>
Ms. Unger has held a number ofsignificant
positions
includingCommissioner and Acting Chairman of
the U.S. Securities and Exchange
Commission. She is well versed infinancial laws and regulations. Her
achievements and insights have been
evaluated highly. The Company believes
that she will play a full role as an Outside
Director in determining importantmanagerial matters and overseeing thebusiness execution of the Company.
<Reason for designation as Independent
Director>
Ms. Unger satisfies the Independence
Criteria for Outside Directors establishedby the Company. She is not considered to
be in any situation where the degree of
independence required by the Exchanges
would be called in doubt, and hence she isunlikely to have conflicts of interest withgeneral investors, and has been
designated as an Independent Director.

<Committees>
Composition of each committee and attributes of the committee chairman
Number ofmembers
Nomination Committee
Compensation Committee
Audit Committee<Executive Officers>
Number of Executive Officers

Number of fulltime members

Number of
Inside Directors

0
0
1

1
1
1

3
3
3

6

Concurrent positions
7

Number of
OutsideDirectors
222

Attributes of thecommittee
chairman
Outside Director
Outside Director
Outside Director

Name

Authority torepresent
company

Kentaro Okuda
Toshio Morita
Junko Nakagawa
Tomoyuki Teraguchi
Takumi Kitamura
Sotaro Kato

Yes
Yes
No
No
No
No

Yes
Yes
No
No
No
No

Concurrently serving as a Director
Member ofMember of
Nomination
Compensation
Committee
Committee
No
No
No
No
No
No
No
No
No
No
No
No

Concurrent statusas employee
No
No
No
No
No
No

<Audit Structure>
Whether the Audit Committee is assisted by Directors/employees
Yes
Matters relating to the independence of Directors and employees from Executive Officers
The Company has established the Office of Non-Executive Directors and Audit Committee as an organization to support Audit
Committee and Directors’ execution of duties. The Audit Committee or an Audit Committee member elected by the Audit
Committee performs personal evaluations of the staff employees working in the Office of Non-Executive Directors and Audit
Committee, and the consent of the Audit Committee or an Audit Committee member elected by the Audit Committee is required
for recruitments, transfers, and discipline of employees serving in the Office of Non-Executive Directors and Audit Committee.
Further, in order to increase the effectiveness of audit work, a non-executive full-time Director will be appointed as a full-timeMember of the Audit Committee or an Audit Mission Director.
Cooperation between the Audit Committee members, Independent Auditor, and the Internal Audit Division
Further, in order to ensure effective and adequate internal controls, the Group Internal Audit Department which is
independent from the business execution functions and other similar audit sections placed in major affiliated subsidiaries conduct
internal audits of the Company and its subsidiaries. The implementation status of the internal audit is reported to the Internal
Controls Committee, which is chaired by Group CEO and includes a member of the Audit Committee, and the matters discussed
at the Internal Controls Committee are also reported to the Board of Directors. In addition, the Audit Committee is coordinatingwith the Internal Audit Division by receiving reports from the Senior Managing Director in charge of internal audits or Audit
Committee Members, regarding matters such as the maintenance, operational status and implementation status of the internal
audit structure.
In addition, to strengthen the independence of the internal audit sections from the business execution functions,
implementation plans and formulation of the budget of the Internal Audit Division, as well as the election and dismissal of the
Head of the Internal Audit Division require the consent of the Audit Committee, or a member of the Audit Committee designatedby the Audit Committee. The Audit Committee shall coordinate with the Internal Audit Division through activities such as issuingrecommendations to Executive Officers concerning the modification of the implementation plan, additional audit procedures or
improvement plan preparations.
The Company has appointed Ernst & Young ShinNihon LLC as its Accounting Auditor. The Audit Committee has theauthority to approve the accounting auditor’s annual audit plan, hear reports and explanations regarding the accounting audit
from the accounting auditor at least once each quarter, exchange information from time to time with the accounting auditor, audit
the method and result of the accounting auditor’s audits in view of the appropriateness thereof and examine the relevant financial
statements, etc. In addition, audit fees to be paid to the accounting auditor are approved by the Audit Committee upon an
explanation from the CFO. Furthermore, regarding services rendered by the accounting auditor and its affiliates’ to the Company
and its subsidiaries and the fees to be paid, the Company has a procedure for deliberation and prior approval by the Audit
Committee upon the request of the CFO, pursuant to the U.S. Sarbanes-Oxley Act of 2002 and the relevant rules of the U.S.
Securities and Exchange Commission.
<Independent Directors>
Number of Independent Directors

6

Matters relating to Independent Directors
The Company has designated all qualifying directors as Independent Directors.
The Company has established Independence Criteria for Outside Directors as follows:“Independence Criteria for Outside Directors of Nomura Holdings, Inc.”
1. The person, currently, or within the last three years, shall not correspond to a person listed below.
(1) Person Related to the Company
A person satisfying any of the following requirements shall be considered a Person Related to the Company: Executive (*1) of another company where any Executive of the Company serves as a director or officer of thatcompany; Major shareholder of the Company (directly or indirectly holding more than 10% of the voting rights) or Executive8

of such major shareholder; orPartner of the Company’s accounting auditor or employee of such firm who works on the Company’s audit.
(2) Executive of a Major Lender (*2) of the Company.
(3) Executive of a Major Business Partner (*3) of the Company (including Partners, etc.).
(4) A person receiving compensation from the Nomura Group of more than 10 million yen per year, excluding
director/officer compensation.
(5) A person executing the business of an institution receiving more than a Certain Amount of Donation (*4) from theCompany.
The person’s spouse, relatives within the second degree of kinship or anyone who lives with the person shall not correspondto a person listed below (excluding persons in unimportant positions):(1) Executive of the Nomura Group; or(2) A person identified in any of subsections (1) ~ (5) in Section 1 above.



2.

(Notes)*1: Executive shall mean Executive Directors (gyoumu shikkou torishimariyaku), Executive Officers (shikkouyaku) and
important employees (jyuuyou na shiyounin), including Senior Managing Directors (shikkouyakuin), etc.
*2: Major Lender shall mean a lender from whom the Company borrows an amount equal to or greater than 2% of theconsolidated total assets of the Company.
*3: Major Business Partner shall mean a business partner whose transactions with the Company exceed 2% of such business
partner’s consolidated gross revenues in the last completed fiscal year.
*4: Certain Amount of Donation shall mean a donation that exceeds 10 million yen per year that is greater than 2% of thedonee institution’s gross revenues or ordinary income.
－<Incentives and Remuneration>
Implementation of Initiatives to offer Incentives to Directors
Introduction of a performance-linked remunerationand Executive Officers
system, introduction of stock option plans and others
Supplementary Explanation
Pursuant to the Compensation Policy of Nomura Group and Compensation Policy for Directors and Executive Officers (thedetails explained in “Remuneration of Directors and Executive Officers”) set by the Compensation Committee, the compensationof Directors and Executive Officers is composed of base salary, annual bonus and long-term incentive plans, and delivered
through fixed and variable components. Depending on the level of payment, a portion of variable compensation may be deferred.
The Company’s deferred compensation plans are as follows:<Restricted Stock Unit (“RSU”) awards>•Settled in the Company's common stock.
•Graded vesting period generally over three years.
•Extended vesting period of up to seven years for certain senior management and employees in order to meet local regulatory
requirements based on the role they perform in the Company.
•New type of award introduced in 2018 as the primary type of deferred compensation award in the Company. Granted in May
2018 in respect of the prior fiscal year.
<Notional Stock Unit (“NSU”) awards>•Linked to the price of Company's common stock and cash-settled.
•Graded vesting period generally over three years. Extended vesting period of up to seven years for certain senior management
and employees based on the role they perform in the Company in order to meet local regulatory requirements.
•Used in countries where equity-settled RSU awards are less favorably treated from a tax or other perspective.
•Following the introduction of RSU awards, NSU awards are less commonly used in the Company.
•Granted in May each year in respect of the prior fiscal year and also quarterly to new employees as a recruitment incentive toreplace awards forfeited from prior employers.
<Stock Acquisition Right (“SAR”) Plan A awards>•Exercisable into 100 of the Company’s common stock.
•Exercise price not less than the fair value of the Company’s common stock on grant date.
•Cliff vesting period of two years.
•Expire approximately seven years after grant date.
•Not subject to clawback.
•Granted in November each year in respect of various performance periods.
Unless otherwise stated, deferred compensation awards are generally reduced, forfeited or clawed back in the event oftermination of employment, material conduct issues, material downturns in performance of the Nomura Group and/or a material
failure of risk management.
9Following the introduction of RSU awards in 2018 as the primary type of deferred compensation award to be used by theCompany, certain core deferral awards and all supplemental awards are no longer used by the Company.
For fiscal years ended March 31, 2017 and prior fiscal years, we granted SAR Plan B awards as a type of core deferral award tocertain senior management and NSU awards which are designed to replicate the key features of the SAR Plan B and allow equitylinked awards to be made in countries where SARs are less favorably treated from tax or other perspectives. SAR Plan B
awards are stock unit awards linked to price of the Company’s common stock pursuant to several stock unit plans designed toreplicate the structure of restricted stock awards commonly used in the United States and Europe. These awards are physicallysettled upon exercise into the Company’s common stock and graded vesting generally over three years with certain longer vestingor holding periods where required under local regulations, and are subject to forfeiture, reduction or clawback in the same way
as the above awards.
For fiscal years ended March 31, 2011 through to March 31, 2017, we granted supplemental deferral awards comprising Collared
Notional Stock Unit (“CSU”) awards and Notional Index Unit (“NIU”) awards. CSU awards are linked to the price of theCompany’s stock subject to a cap and a floor and NIU awards are linked to a world stock index quoted by Morgan Stanley
Capital International. Both types of award are cash-settled with graded vesting generally over three years with certain longer
vesting periods where required by local regulations, and are subject to forfeiture, reduction or clawback in the same way as theabove awards.
Following the introduction of RSU awards, no new SAR Plan B, CSU or NIU awards were granted in May 2018 in respect of
the fiscal year ended March 31, 2018. However, existing unvested awards continue to vest in accordance with their originalcontractual terms.
Persons Eligible for Stock Options

Inside Directors, Executive Officers, employees, Directors/Executive
Officers/ employees of subsidiaries

Supplementary Explanation
The Company has two types of SAR plans to maintain incentives for high levels of performance and to recruit talented staff. The
exercise price for SAR Plan A is determined based on the market price when issued, and the exercise price of SAR Plan B is 1
yen per share. Following the introduction of RSU awards, no new SAR Plan B awards were granted in May 2018 in respect of
the fiscal year ended March 31, 2018. However, existing unvested awards continue to vest in accordance with their originalcontractual terms.
<Remuneration of Directors and Executive Officers>
Disclosure of individual Director Remuneration
Disclosed in part
Disclosure of individual Executive Officer
Disclosed in part
Remuneration
Supplementary Explanation
Information concerning compensation for Directors and Executive Officers is disclosed in the Yukashoken-hokokusho (“Annual
Report”), Business Report, Form 20-F submitted to the SEC, Explanatory Document on the Status of Operation and Property
and other documents – all of these documents can be accessed on the Company’s website. Individual compensation of certain
Directors and Executive Officers is disclosed in the Annual Report in accordance with the Cabinet Office Ordinance on
Disclosure of Corporate Affairs, etc.
Whether there are any policies for the calculation of remuneration

Yes

Amount of Remuneration or disclosure of the policy for the calculation of remuneration<Compensation Policy of Nomura Group >Nomura group is establishing its status firmly as a globally competitive financial services group. To support this, we recognizethat our people are our most valuable asset. We have therefore developed our Compensation Policy to ensure we attract, retain,
motivate and develop our key talent.
Our Compensation Policy is based around six key themes:
1. Align with Nomura Values and StrategiesCompensation is designed to support delivery against the broader strategic aims of the Group.

Levels and structures of compensation reflect the needs of each business line and allow the Group to effectively compete
for key talent in the market.

We develop our staff to support the Nomura values.
2. Reflect Firm, Division and Individual Performance“Pay for Performance” is our fundamental principle to motivate and reward our key talent regardless of personal background.

We manage compensation on a firm-wide basis, taking into account the performance of the Group and supporting our ethos
10



3.





4.



5.








6.







of sustainable growth, collaboration and client service. This enables us to manage strategic investments and still operatemarket-competitive compensation practices.
An individual’s compensation is determined by properly reflecting the Group, division and individual performance,
ensuring that it is aligned with both the business strategy and market considerations.
Individual compensation award decisions are underpinned by valid and rigorous performance management processes andsupporting systems.
Establish Appropriate Performance Measurement with a Focus on Risk
Compensation is not determined by reference solely to revenues. Risk-adjusted profits are being emphasized in Nomura’s
management information and performance systems and processes.
In addition, qualitative factors such as cross-divisional collaboration, risk management, alignment with organizational
values, and compliance are stressed when evaluating performance.
Performance measurement reflects the business needs, taking account of risk associated with each business. Such risk
includes market, credit, operational, and liquidity risk among others.
In assessing and measuring risk for compensation, input and advice is received from the risk management and financedivisions.
Align Employee and Shareholder Interests
Compensation of group executives and higher paid employees should reflect the achievement of targets which are in linewith the creation of shareholder value.
For higher paid executives and employees, a part of their compensation is delivered in equity-linked awards withappropriate vesting periods to ensure that their interests are closely aligned with those of shareholders.
Appropriate Compensation Structures
The compensation structure reflects our desire to grow and develop our talent. It is merit based, reflecting performanceand is regularly reviewed to ensure its fairness.
For higher paid executives and employees, a significant portion of compensation is deferred, balancing short-term
interests with longer-term stewardship of the Group.
Deferred compensation should be subject to forfeiture or “clawback” in the event of a material restatement of earnings
or other significant harm to the business of Nomura.
The percentage of deferral increases as an employee’s total compensation increases. A part of deferred compensation isdelivered in mid/long-term incentive plans, such as equity linked awards with appropriate vesting periods.
Guarantees of bonus/compensation should be allowed only in limited circumstances such as new hiring or strategic
business needs, and multi-year guarantees should not be used as a matter of course.
There should be no special or expensive retirement/severance guarantees for senior executives.
Nomura will respect all areas in which it operates and will seek to ensure pay structures reflect the needs of theorganization as well as regulatory and government bodies.
Ensure Robust Governance and Control Processes
This Policy and any change hereof must be approved by Nomura Holdings’ Compensation Committee, a majority ofwhich consists of non-executive outside directors.
The Compensation Committee of Nomura Holdings decides individual amounts as well as compensation policy for
Directors and Executive Officers of Nomura Holdings, in line with this Policy.
Globally, we institute a review and authorization policy for senior or high-level contracts ensuring consistency with thisPolicy. This is administered by Human Resources, involves Finance, Risk Management and Compensation Committees
of each group entities in abroad and is reviewed by the Executive Managing Board.
Compensation for employees of risk management and compliance functions is determined independently of otherbusiness divisions.
The Compensation Committee uses market and specialist advisory groups to advise on appropriate compensation
structures and levels as necessary.

< Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.>
Compensation of Directors and Executive Officers is composed of base salary, cash bonus and long-term incentive plans.
1)




2)




Base Salary
Base salary is determined based on factors such as professional background, career history, responsibilities andcompensation standards of related business fields.
A portion of base salary may be paid in equity linked awards with appropriate vesting periods to ensure that medium tolong-term interests of Directors and Executive Officers are closely aligned with those of shareholders.
Cash Bonus
Cash bonuses of Directors and Executive Officers are determined by taking into account both quantitative andqualitative factors. Quantitative factors include performance of the Group and the division. Qualitative factors include
achievement of individual goals and subjective assessment of individual contribution.
Depending on the level of bonus payment, a portion of payment in cash may be deferred. In addition, a portion of11

deferred bonus may be paid in equity linked awards with appropriate vesting periods in lieu of cash to ensure thatmedium to long-term interests of Directors and Executive Officers are closely aligned with those of shareholders. Suchdeferred bonus may be unpaid or forfeited under specific circumstances.
3)Long-term Incentive Plan
Long-term incentive plans may be awarded to Directors and Executive Officers, depending on their individual
responsibilities and performance.
Payments under long-term incentive plans are made when a certain degree of achievements are accomplished. Payments
are made in equity linked awards with appropriate vesting periods to ensure that medium to long-term interests of
Directors and Executive Officers are closely aligned with those of shareholders.

< Support System for Outside Directors>
The Company has established the Office of Non-Executive Directors and Audit Committee as an organization to support the
Audit Committee and Directors’ execution of duties. The Office of Non-Executive Directors and Audit Committee serve as asecretariat of the Audit Committee and support Directors to perform their duties, such as by periodic provision of informationon the management to Outside Directors.
Not only briefings prior to meetings of the Board of Directors, the necessary explanations on important matters of the Company
including business, business plan, financial status, and governance structures such as the internal controls systems, etc., arecontinuously provided to the Outside Directors.
In addition, the Outside Directors may, as necessary, request an explanation or report and/or request materials from Executive
Officers and employees, and consult legal, accounting, or other outside experts at the Company’s expense.
<Status of persons who have retired from a position such as Representative Director and President >Name, etc., of Nominating Counselors, Advisors, etc., who have formerly served as Representative Director and President,
etc., of the Company
Total number of Nominating Counselors, Advisors, etc., who have formerly served as Representative
Director and President, etc., of the Company

2

Other Matters
NHI has established its Advisor Regulations by a resolution adopted by the Executive Management Board, and its content has also been
Name

Title/
Positon

KenichiWatanabe

Honorary
AdvisorWork Form/ Conditions(Full-time/ Part-time,
Compensation etc.)
Part-time
Paid

DutiesDate of
Retirement as
President etc.
2012.7.31

Term(i) Engagement in social contribution activities
1 year (Thesuch as holding office as an executive at
maximum
industrial or public associations that are
entrustment
approved by the Company, and (ii) utilization of
period will last
knowledge through holding office as outside
until March 31,
executives in other companies that are approved
2022.)
by the Company.
NobuyukiSpecial(i) Engagement in social contribution activities
Part-time
2020.6.23
1 year (TheKoga
Seniorsuch as holding office as an executive atPaidmaximum
Advisorindustrial or public associations that are
entrustment
approved by the Company, and (ii) utilization of
period will last
knowledge through holding office as outside
until March 31,
executives in other companies that are approved
2025.)
by the Company.
reported to the Board of Directors. A summary of the Advisor Regulations is set forth below.
· Advisors shall never be involved in the business execution of and/or supervision within the Company.
· The duties of Advisors are (i) engagement in social contribution activities such as holding office as an executive at industrial or public
associations that are approved by the Company, and (ii) utilization of knowledge through holding office as outside executives in othercompanies that are approved by the Company.
The treatments of advisors, including their compensation, shall be decided by consultation amongst the representative executive officers.

■ 2. Matters Concerning Respective Decision-Making Functions for the Execution of Business, Audits, Supervision,
Nominations, and Remuneration (Current Corporate Governance System)
12

Business Execution Process
As a Company with Three Board Committees, the Board of Directors has, to the extent permitted by laws and regulations,delegated to the Executive Officers decision making authority for business execution functions to ensure that the Executive
Officers can execute the Company’s business with speed and efficiency. Among the matters delegated to the Executive Officers
by resolutions adopted by the Board of Directors, the most important matters of business must be decided upon deliberation by
specific management bodies within the Company including the Executive Management Board, the Group Integrated Risk
Management Committee, the Group Conduct Committee and the Internal Controls Committee. These management bodies are
required to report to the Board of Directors on the status of their deliberations at least once every three months. The roles andmembers of each management body are outlined below.
1. Executive Management Board
This Board is chaired by the Group CEO Kentaro Okuda and also consists of the Representative Executive Officer, Toshio Morita
and other persons designated by the Group CEO. The Executive Management Board deliberates and determines management
strategies, business plans, budgets, allocation of management resources, and other important matters related to the managementof the Nomura Group.
2. Group Integrated Risk Management Committee
This committee is chaired by the Group CEO Kentaro Okuda and also consists of the Representative Executive Officer, Toshio
Morita, Divisional Heads (responsible for execution of business in each division) and the Chief Risk Officer (CRO), Chief
Financial Officer (CFO), and other persons designated by the Group CEO. The Executive Management Board has delegatedauthority to the Group Integrated Risk Committee to deliberate and determine important matters concerning enterprise risk
management of the Nomura Group. The Global Risk Management Committee has been established under the Group Integrated
Risk Management Committee to deliberate and decide on individual matters that are highly prioritized from the perspective ofposition-risk management (The Global Risk Management Committee was abolished on June 24, 2019 due to a review of the risk
management and governance structure. Its functions are now undertaken by CRO, the Group Integrated Risk Management
Committee and the Global Portfolio Committee.). As to other efforts concerning risk management, taking into considerationinternational perspectives, the Company continues to build structures for the furtherance of appropriate management
preparedness, such as a board on liquidity risk and a division dedicated to information gathering and data analysis on risk
management.
3.

Group Conduct Committee

This committee is chaired by the Chief of Staff and Chief Compliance Officer Tomoyuki Teraguchi, and also consists of the
Chief Strategy Officer, Senior Conduct Officers of each division, and Division Heads. The Group Conduct Committee discusses
the embeddedness of the Nomura Group Code of Conduct and management of compliance and conduct risk within Nomura
Group.
4. Internal Controls Committee
This committee is chaired by the Group CEO Kentaro Okuda, any person(s) designated by the Group CEO, an Audit Committee
member elected by the Audit Committee, and a Director elected by the Board of Directors. The Internal Controls Committee
deliberates and decides upon principal matters related to the maintenance and assessment of internal controls with respect to the
Nomura Group’s business operation systems, and matters related to the promotion of proper corporate behavior throughout the
Nomura Group.
In order to further bolster the Company’s business execution framework for financial operations that are becoming increasingly
sophisticated and specialized, the Company utilizes a system whereby the Executive Officers delegate a part of their authority
for business execution decisions to Senior Managing Directors, who focus on individual business and operations.
In addition to the above, an “Advisory Board”, consisting of external leaders with extensive expertise, has been established as aconsultative panel for the Executive Management Board to utilize outside opinions in planning the Company’s management
strategies.
The Board of Directors and Committees
As an entity adopting the Company with Three Board Committees structure where management oversight and business executionfunctions are clearly separated, the Board of Directors and the Audit Committee (comprised of a majority of Outside Directors)
perform the central role in management oversight functions within the Company. The Chair of the Board of Directors is held bya Director who is not concurrently serving as an Executive Officer, allowing the Board of Directors to better oversee the businessconducted by the Executive Officers. Concerning each Committee, by having he chairman be an Outside Director, independence
from business execution has been further clarified.
A summary of the Board of Directors and each Committee is as set out below.
1. Board of Directors
Aiming for transparent management under oversight with an emphasis on external perspective, the Company’s Board of
Directors is comprised of ten members: Koji Nagai, Kentaro Okuda, Toshio Morita, Hisato Miyashita, Hiroshi Kimura, Kazuhiko
Ishimura, Noriaki Shimazaki, Mari Sono, Michael Lim Choo San and Laura Simone Unger (including 6 Outside Directors). The
Outside Directors, by applying their extensive experience and comprehensive knowledge, and through their activities at the13

Board of Directors and each of the Nomination, Audit and Compensation Committees, monitor management decisions on
significant issues and business execution.
At meetings of the Board of Directors, activities such as the adoption of resolutions concerning matters such as financial results
and budgets, reporting of the business environment and business execution of each division, and discussions regarding
management strategies are carried out. Concerning information such as details about the number of times a meeting of the Boardof Directors was held, the number of times that each director attended and summaries of discussions, please refer to theCompany’s website or the section entitled “Reference Materials for the General Meeting of Shareholders” in the Notice ofConvocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/company/cg/committee.html
https://www.nomuraholdings.com/jp/investor/shm/index.html
2. Nomination Committee
This Committee is a statutory organ which determines the details of any proposals concerning the election and dismissal of
Directors to be submitted to general meetings of shareholders. The three members of the Committee are elected by the Board of
Directors. As for the Committee’s decisions, fixed nomination standards such as character/knowledge, corporate management
experience, and expertise are established, and they are carried out based on such standards. In addition, the Committee establishes
Independence Criteria for Outside Directors to maintain their independence from Nomura Group. The current members of thisCommittee are: Outside Directors Hiroshi Kimura, Kazuhiko Ishimura and Koji Nagai, a Director not concurrently serving as
an Executive Officer. This Committee is chaired by Hiroshi Kimura.
In addition, the Nomination Committee supervises discussions of a nature sought by the Group CEO based on factors such as
the management environment and the succession plan which includes matters such as the business execution structure
incorporating the point of view of successor development. Concerning information such as the number of times a meeting of theCommittee was held and the status of attendance of each member, please refer to the “Reference Materials for the General
Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/investor/shm/
3. Audit Committee
This Committee is a statutory organ which (i) audits the execution by the Directors and Executive Officers of their duties andthe preparation of audit reports and (ii) determines the details of proposals concerning the election, dismissal, and nonreappointment of the accounting auditors to be submitted to general meetings of shareholders. The three members of theCommittee are elected by the Board of Directors. The current members of the Committee are: Outside Directors Noriaki
Shimazaki and Mari Sono, and Hisato Miyashita, a Director not concurrently serving as an Executive Officer and a full-timemember of the Audit Committee. This Committee is chaired by Noriaki Shimazaki. All members satisfy requirements forindependent directors as defined in the Sarbanes-Oxley Act of 2002, and Noriaki Shimazaki is a Financial Expert under this Act
and has comprehensive knowledge in the areas of finance and accounting. Concerning information such as the status of Audit
Committee audits, please refer to the section entitled “4. Status of Corporate Governance and Other (3) Status of audit” in theForm 6-K English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments
and Exchange Act for the fiscal year ended March 31, 2019.
https://www.nomuraholdings.com/investor/library/sec/#sec02
4. Compensation Committee
This Committee is a statutory organ which determines the Company’s policy with respect to the determination of the details ofeach Director and Executive Officer’s compensation. The Committee also determines the details of each Director and Executive
Officer’s actual compensation. The three members of the Committee are elected by the Board of Directors. The current membersof this Committee are: Outside Directors Hiroshi Kimura, Kazuhiko Ishimura and Koji Nagai, a Director not concurrently serving
as an Executive Officer. This Committee is chaired by Hiroshi Kimura.
At meetings of the Compensation Committee, policies such as the policy for the compensation of directors and executive officers
are formulated, and the content of matters such as the referenced compensation are decided. Concerning information such as thenumber of times a meeting of the Compensation Committee was held and the Committee’s activities, please refer to the Form 6K English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments andExchange Act for the fiscal year ended March 31, 2019, “4. Status of Corporate Governance and Other (4) Compensation 3
Compensation Governance and Control”. Concerning the attendance status of each member, please refer to the “Reference
Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders.
https://www.nomuraholdings.com/investor/library/sec/#sec02
https://www.nomuraholdings.com/investor/shm/■ 3. Reasons for Adopting the Current Corporate Governance System
The Company with Three Board Committees structure establishes the Nomination, Audit and Compensation Committees, andthe majority of the members of each committee are Outside Directors. It enhances management oversight and increases
transparency by separating management oversight and business execution functions. In addition, it expedites the decisionmaking process by broadly delegating authority for the execution of business functions from the Board of Directors to the
Executive Officers. The Company believes that the Company with Three Board Committees structure is the most compatible
with the corporate governance standards which form a part of the New York Stock Exchange (NYSE) (which the company is
14

listed on) Listed Company Manual. The Company determined that the Company with Three Board Committees structure is themost suitable form of corporate governance at this point in time for the reasons above.
III Implementation of Measures for Shareholders and Other Interested Parties■ 1. Efforts for Active Meetings of Shareholders and Smooth Exercise of Voting Rights
Supplementary Explanationa. Early notification for general The Company sends a Notice of Convocation at least 3 weeks prior to the day of themeetings of shareholders
general meeting of shareholders in order to allow sufficient time for our shareholders toconsider proposed resolutions.
Aiming to further enhance convenience, the Company will post the Notice ofConvocation on its website prior to the day of mailing the Notice of Convocation.
b. Scheduling general meetings of The Company believes that for our shareholders to understand our management and ourshareholders to avoid peak days
management personnel, the general meeting of shareholders is one of the importantways of communicating between our shareholders and our management. Accordingly,
the Company endeavors to schedule general meetings of shareholders so that many of
our shareholders will be able to attend and participate in active discussions.
c. Exercise of voting rights by Shareholders may exercise their voting rights electronically by accessing the website
electronic means
specified by the Company (https://evote.tr.mufg.jp/) using a computer, smartphone orcell-phone.
d. Participation in electronic Custodian trust banks and other shareholders who are nominal owners may use thevoting platform and other efforts electronic voting platform for institutional investors operated by ICJ Inc., a joint
to improve environment for venture company established by the Tokyo Stock Exchange, Inc. and others.
exercising voting rights byinstitutional investorse.
Providingnoticesof The Company strives to enhance convenience for shareholders, such as by preparing
convocation in English
notices of convocation and its business reports in English and by posting such
documents on the Company’s website simultaneously with the Japanese documents.
f. Others
The Company utilizes video and slides to present our business reports at general
meetings of the shareholders so that it may be easily understood visually.
For policies about ensuring shareholder rights, please refer to Article 20 “Ensuring
Shareholder Rights” of the Guidelines.
Further, regarding the 116th Annual General Meeting of Shareholders, we received
questions from shareholders in advance, and started video streaming service after the
meeting.
■ 2. Investor Relations (IR) Activities
Supplementary Explanationa. Establishing and announcing
disclosure policyb.
Regularbriefings
individual investorsfor

The Nomura Group, from a fair disclosure perspective, prohibits thepreferential disclosure of material and nonpublic information, andendeavors to disclose information externally in a timely and fairmanner. Based on these principles, the Nomura Group has
established the “Nomura Group’s Statement of Global Corporate
Policy Regarding Public Disclosure of Information,” and provides
investors with opportunities to fairly access information about the
Nomura Group. Pursuant to the said policy, the Company has
established the Disclosure Committee to deliberate and determinematerial matters related to disclosure of its information, including theoperating rules for disclosure of material information regarding the
Nomura Group and preparing legal disclosure materials. The said
policy is available on our website.
Further, for policies regarding information disclosure, please refer toArticle 19 “Information Disclosures” of the Guidelines.
While the Company does not hold regular briefings for individual
investors, starting with the closing of our books for the fiscal year
ended March 2003, we hold regular briefings on financial results for
institutional investors by way of conference calls, and live broadcasts
are made available on the Company’s website for individual
15

Presentation by
the
RepresentativeNoc. Regular briefings for analysts
and institutional investors

d. Regular briefings for overseas
investors

e. Disclosing IR materials on thecompany website

f. Department (person
responsible) for IR
g. Others

investors. Further, disclosure materials including our business
reports, annual reports and presentation materials used at thosebriefings for institutional investors are also available on our website.
The Company holds regular semi-annual briefings for analysts andinstitutional investors on our management policy and business strategy
in Japan. The Company also holds regular conference calls, after
announcing the financial results for each quarter. Further, themanagement and staff of the Investor Relations Department visit
institutional investors individually.
The above briefing on our management policy and business strategy
and regular conference calls after announcing the financial results foreach quarter are held with simultaneous translations so that overseas
investors are able to participate. The webcasts and archives of theabove presentations and various IR materials in English are available
on our website simultaneously with Japanese. Furthermore, themanagement and staff of the Investor Relations Department visit
institutional investors individually.
Materials regarding financial information, integrated reports(Nomura Report), and presentation materials used at various
briefings are disclosed on our website(https://www.nomuraholdings.com/investor/)
Department: Investor Relations Department

Yes

Yes

In order to provide continuous IR services to our investors in Japanand abroad, the Company established the Investor Relations
Department in 1998 that is responsible for IR services.
Further, for policies regarding dialogue with shareholders, pleaserefer to Article 21 “Dialogue with Shareholders” of the Guidelines.

■ 3. Measures to Ensure Due Respect for the Stakeholders’ Standpoint
Supplementary Explanationa.
Establishinginternal In December 2019, the Company established the “Nomura Group Code of Conduct”
regulations to ensure due respect applicable to all of the Nomura Group’s Officers and employees globally (the “Code”).
for the stakeholders’ standpoint
The Code is based on the principles of the Company’s founder and sets forth mattersrelated to corporate governance and corporate social responsibility that each Officer andemployee of the Nomura Group should comply with, and training will be conducted toachieve comprehensive awareness from now on. The Company will further obtainwritten oaths from Officers and employees to comply with the Code. The Code isavailable on our website.
Further, for policies related to stakeholders, please refer to Article 22 “Nomura Group
Corporate Philosophy and the Code of Conduct of Nomura Group”.
b. Environmental conservation At the Nomura Group, the ESG Committee chaired by the Group CEO and a department
in charge of ESG has been established, and global efforts are being made to promote
initiatives and CSR activities
communication with various stakeholders through initiatives such as the establishmentof the Nomura Group ESG Statement and planning and spreading throughout the Groupof action plans that have taken the environment and sociality into consideration.
Concerning environmental issues, the “Environmental Principles” and “Environmental
Policy,” medium and long-term CO2 Emission Reduction Targets that have the target
years of 2030 and 2050, respectively, have been established, and together with striving
to reduce environmental impact throughout the Group, initiatives with an aim to solve
environmental issues through the financial business that is Nomura’s main business arebeing carried out.
In addition, the “Nomura Group Materiality,” which is based on a comprehensive
consideration concerning management and ESG issues, has been specified, andinitiatives are being advanced.
For details regarding such ESG activities please refer to our homepage:https://www.nomuraholdings.com/csr/.
Further, for policies regarding ESG activities, please refer to Article 24 “ESG Efforts” of
the Guidelines.
https://www.nomuraholdings.com/company/cg/data/cg_guideline.pdf
16

c. Development of policies inrelation to information disclosure
to stakeholders

d. Others

The Company, for the purpose of fair and timely/appropriate information disclosure toexternal parties and to secure trust from stakeholders such as clients, shareholders, andinvestors, the “Nomura Group’s Statement Of Global Corporate Policy Regarding
Public Disclosure Of Information” has been established. In addition, The Company
endeavors to enhance disclosure contents, including legal disclosure materials, on our
website.
<Status of the Appointment of Female Directors and Officers>
The Nomura Group, beginning with 8 female officers (Directors, Officers, or Senior
Managing Directors) at the Company, Nomura Securities Co., Ltd. and Nomura AssetManagement Co., Ltd., actively promotes the employment of women.
<Diversity & Inclusion>
At the Company, “Diversity and Inclusion,” which involves mutual respect for
employee diversity and cooperation, is promoted. Through the 3 employee networks thatare voluntarily managed by employees, activities have been carried out towards bringing
about the awareness of employees concerning diversity, personal growth, etc. The
diversity and inclusion networks within the Company consist of the following 3
networks: (1) Women in Nomura (WIN) in which women’s careers are considered; (2)Life & Families (L&F) in which health/child-rearing/nursing care are considered; and(3) Multi-Culture Value (MCV) in which the diverse values such as multi-cultural,
disability and sexual minorities as well as their allies, etc., are considered. These
networks are managed at each Nomura Group location, and by cooperating globally,
activities toward creating an employment environment in which diverse employees canactively participate are promoted. Further, in relation to trainings for employees, byintroducing diversity/management training in all management training, change in thethinking of middle management has been promoted and efforts have been made to bringabout a corporate culture in which diverse personnel can actively participate.
The Company actively promotes initiatives to support the success of women. From theprogram perspective, although the Company has developed the childcare leave programand childcare working hours program that goes beyond the statutory requirements, tofurther maintain an environment in which it is easy to raise children, and to allow for thesimultaneous raising of children and employment, the Company has broadened childbirthleave for spouses and partners so that such leave can be taken for childrearing purposes,
and further, the Company endeavors to make available and develop various benefits
programs, such as, for the purpose of preventing employees from leaving their jobs due
to life events, relocation programs for general career type B employees and spouserelocation leave programs for when a spouse relocates overseas.
For details of each initiative and data regarding the ratio of women in managerial
positions and information regarding the actual use of various programs supportingchildcare and nursing care, etc., please see the Company’s homepage at:https://www.nomuraholdings.com/csr/employee/di.html
https://www.nomuraholdings.com/csr/data/
In addition to the above initiatives, the Company established the Group Conduct
Department, and the Company’s subsidiary, Nomura Securities Co., Ltd. (“NSC”)
established the Conduct Department, as organizations dedicated to promoting active
participation by diverse range of employees, including women, seniors and nonJapanese employees. Also, the Company established the Group Conduct Committee, and
NSC established the Conduct Committee. The Company’s committee is chaired by the
Chief Compliance Officer and Executive Officer of the Company, and also consists ofrepresentatives of each division, etc. Meetings of these committees will be held
periodically. These committees will promote more effective initiatives, throughdeliberating on matters concerning promotion of diversity and inclusion, starting fromestablishment of an action plan in accordance with the “Act Concerning Promotion of
Women’s Career Activities” and details of initiatives, and through close communication
within the Nomura Group, such as sharing information on each division’s initiatives.
<Health and Productivity Management>
The Nomura Group has adopted and announced the "NOMURA Health & Productivity
Declaration Statement," and lead by Representative Executive Officer, Toshio Morita
who acts as Chief Health Officer (“CHO”), promotes “Health and Productivity
17

Management” that further proactively addresses health issues through consideration of
employees' health care from a management perspective.
As for structuring an organization toward Health and Productivity Management, the“Health and Productivity Management Promotion Committee,” consisting of the CHO,
health professionals such as industrial physicians, as well as representatives from
Human Resources and the Nomura Securities Health Insurance Association, is held
periodically, and is consistently performing the role of ascertaining employees’ healthissues, as well as planning and executing measures.
As an example of concrete measures, Nomura Securities prepared the "Health White
Paper" in order to visualize employees' health conditions and understand health issues,and is addressing (1) prevention of the progression of lifestyle-related diseases, (2)thoroughly ensuring the undertaking of medical checkups, and (3) smoking-measures, aspriority items. In addition, activities such as the provision of information/education forthe purpose of preventing mental illness and improving health literacy are in progress
and there will be a promotion of the maintenance of employees’ health through suchinitiatives.
IV Matters Concerning the Internal Controls System■ 1. Fundamental Policy of Internal Controls System and the Status of its Establishment and Maintenance
The Nomura Group endeavors to ensure proper corporate behavior throughout the group by strengthening and expanding theinternal controls system with the objectives of securing transparency and efficiency in management, maintaining compliancewith laws and regulations, conducting proper risk management, ensuring reliability of business and financial reporting, andpromoting timely and appropriate information disclosure. The Board of Directors has adopted a resolution approving thefollowing “Structures for Ensuring Appropriate Operation of Nomura Holdings, Inc.” with respect to the Company’s internal
controls system:<Structure for Ensuring Appropriate Business Activities at Nomura Holdings, Inc.>The Company shall, through the Board of Directors of the Company, establish the following structure (hereinafter referred
to as the “Internal Controls System”) to ensure appropriate business activities at the Company and within the Nomura Group,
assess the structure on a regular basis, and revise the structure as necessary. The Board of Directors shall, in addition to ensuring
appropriate business through, amongst other measures, the supervision of the execution of duties by Directors and Executive
Officers and development of the basic management policy of the Nomura Group, shall also monitor the maintenance by
Executive Officers and operational status of the Internal Controls System, and call for improvements when necessary.
Further, the Board of Directors shall establish and thoroughly enforce the Nomura Group Code of Conduct, a code of conductthat all Nomura Group officers and employees should comply with, which encompasses an emphasis on customer interests, fullawareness of the social mission, compliance with applicable laws and regulations, undertaking of social contribution activities,
etc.
I.

Matters Concerning the Audit Committee
The Audit Committee shall enforce its powers prescribed by laws and regulations to audit the legality, adequacy andefficiency of the execution by Directors and Executive Officers of their duties through the use of the Independent Auditor,
auditing firms and organizations within the Company to ensure the appropriate business activities of Nomura Holdings, Inc.
1. Directors and Employees that will provide Support with respect to the Duties(1) The Board of Directors may appoint a Director, not concurrently serving as an Executive Officer, as the “Audit Mission
Director.” The Audit Mission Director shall support audits performed by the Audit Committee, and in order for the
Board of Directors to effectively supervise the execution by the Directors and Executive Officers of their duties, theAudit Mission Director shall perform the Audit Mission Director’s duties in accordance with the Audit Committee’s
instructions.
(2) The Company shall put in place the Office of Non-Executive Directors and Audit Committee to support the duties of
the Audit Committee and the Directors. The Audit Committee or a member of the Audit Committee designated by the
Audit Committee shall evaluate employees of the Office of Non-Executive Directors and Audit Committee. Regarding
the hiring, transfer and discipline of the employees of the Office of Non-Executive Directors and Audit Committee, theconsent of the Audit Committee or a member of the Audit Committee designated by the Audit Committee must be
obtained.
2. Audit System within the Nomura Group(1) The Company shall establish a group audit structure centered around the Company (the holding company) so that the
Audit Committee can conduct audits in coordination with the Audit and Supervisory Committees, etc., of its subsidiaries.
(2)
The Audit Committee shall audit the legality, adequacy and efficiency of the business of the Nomura Group incoordination, as necessary, with the Audit and Supervisory Committee, etc., of its subsidiaries.
3. Structures Ensuring the Effectiveness of the Audit(1)
Members of the Audit Committee designated by the Audit Committee or the Audit Mission Director may participate in18

or attend important meetings including meetings of the Executive Management Board.
The Audit Committee may require an explanation from accounting auditors and accounting firms that conduct auditsof financial statements about the audit plan at the beginning of the period, audit status during the period, audit results at
the end of the period, and the status of internal controls over financial reporting. Members of the Audit Committee andthe Audit Mission Director may exchange opinions with accounting auditors and accounting firms that conduct audits offinancial statements as necessary.
(3)
A member of the Audit Committee designated by the Audit Committee may investigate the Company or its subsidiaries
through, as necessary, himself/herself, other members of the Audit Committee or the Audit Mission Director.
(4) The Audit Committee in conducting audits may engage attorneys, certified public accountants, consultants or otheroutside advisors as deemed to be necessary.
4. Coordination with the Internal Audit Division(1) The Company shall obtain the consent of the Audit Committee, or a member of the Audit Committee designated by the
Audit Committee, regarding implementation plans and formulation of the budget of the Internal Audit Division, as wellas the election and dismissal of the Head of the Internal Audit Division.
(2) The Audit Committee shall coordinate with the Internal Audit Division by attending meetings of the Internal Controls
Committee, hearing reports regarding the status of internal audits, and with regard to internal audits, issuingrecommendations, etc., concerning the modification of the implementation plan, additional audits, development ofremedial measures, etc.
(2)

II. Matters Concerning the Executive Officers
1. Compliance and Conduct Risk Management Structure(1) Thorough compliance with the Nomura Group Code of Conduct
Executive Officers shall promote lawful management in accordance with laws, regulations and the Articles ofIncorporation, and shall swear to comply with the Nomura Group Code of Conduct. At the same time, Executive Officers
shall ensure that the Nomura Group Code of Conduct is permeated amongst Senior Managing Directors and employeesof the Company and shall ensure compliance with the said Code.
(2)
Establishment and Maintenance of the Compliance and Conduct Risk Management Structure
Executive Officers shall strive to maintain the Nomura Group’s compliance and conduct risk management structure
through, among other means, the maintenance of compliance and conduct risk management-related regulations and theinstallation of responsible divisions and persons. The Company shall install Compliance Managers, etc., or other persons
responsible for compliance, in each company within the Nomura Group to take corrective action against cases regarding
any conduct considered questionable in light of social ethics or social justice and to thoroughly ensure that businessactivities undertaken by employees are based on a law-abiding spirit and social common sense, thereby promoting
execution of duties in accordance with laws and regulations.
(3)
Compliance Hotline(a) Executive Officers shall put into place a “Compliance Hotline” as a channel through which employees can, withregard to conduct in the Nomura Group that may be questionable based on compliance with laws and regulations, etc.,
including matters concerning accounting or accounting audits, report such conduct directly to the person appointed by
the Board of Directors.
(b) Executive Officers shall guarantee the confidentiality of anonymous notifications, including the content of such
notifications, made through the Compliance Hotline.
(4)
Maintenance of Structures concerning Financial Crimes, etc.
The Nomura Group shall implement money laundering and terrorist financing countermeasures, shall prevent bribery,and shall not carry out any transaction with anti-social forces or groups and transactions with those subject to economic
sanctions which are prohibited by laws, etc. Executive Officers shall maintain structures that are necessary for thispurpose.
2. Risk Management Structure(1)
Executive Officers shall acknowledge the importance of identification, evaluation, monitoring and management ofvarious risks relating to the execution of the Nomura Group’s business centered on risks such as market risk, credit risk,
liquidity risk, and operational risk and ensure understanding and management of such risks at each company within the
Nomura Group.
(2)
Executive Officers shall strive to maintain a system to ensure the effectiveness of risk management in the Nomura
Group through, among other means, the maintenance of regulations concerning risk management and the installation of
responsible divisions and persons.
(3)
Executive Officers shall report the status of risk management structures within the Nomura Group to the Group
Integrated Risk Management Committee. The Group Integrated Risk Management Committee shall analyze the risk
management status of the entire Nomura Group based on the report and take appropriate measures to establish the mostsuitable risk management structures for the business.
(4)
Executive Officers shall maintain a structure that enables the Nomura Group to prevent or avoid crises, ensure the safetyof customers, officers and employees of the Nomura Group, protect operating assets, reduce damage and ensure earlyrecovery from any damage by establishing basic principles of business continuity including precautionary measures19

against crises, such as natural disasters or system failures, and emergency measures.
Reporting Structure in Relation to Execution of Duties(1)
Executive Officers shall report on the status of their own execution of duties not less frequently than once every 3(three) months. They shall also maintain a reporting structure that governs reporting with respect to Nomura Group
directors, executives, and employees.
(2)
Executive Officers shall report the following matters on a regular basis to the Audit Committee directly or through themembers of the Audit Committee or the Audit Mission Director:(a) The implementation status of internal audits, internal audit results, and remediation status;(b) The maintenance and operational status of the compliance and conduct risk management structure;(c) Risk management status;(d) The outline of quarterly financial results and material matters (including matters concerning the selection andapplication of significant accounting policies and matters concerning internal controls over financial reporting); and(e) The operational status of the Compliance Hotline and details of the reports received.
(3)
In the event that an Executive Officer, Senior Managing Director, or employee is requested to report on a matter
concerning the execution of such person’s duties by an Audit Committee Member designated by the Audit Committeeor the Audit Mission Director, such person shall promptly report on such matters.
(4)
In the event that a Director, Executive Officer or Senior Managing Director becomes aware of a matter raised below,
an immediate report must be made to an audit committee member or audit mission director. Moreover, in the event thatthe person who becomes aware of such a matter is an executive officer or senior managing director, a report must be
made simultaneously to the Executive Management Board or the Nomura Group Conduct Committee. The Executive
Management Board or the Nomura Group Conduct Committee will deliberate concerning such matter, and in the eventthat it is admitted as necessary, based on such results, appropriate measures will be taken.
(a) Any material violation of law or regulation or other important matter concerning compliance and conduct.
(b) Any legal or financial problem that may have a material impact on the business or financial conditions of each Nomura
Group company.
(c) Any order from any regulatory authority or other facts that may potentially cause the Nomura Group to incur asignificant loss.
(5)
In the event that a Nomura Group director, officer, or employee discovers a matter raised above, the Company must
maintain a structure that provides for immediate direct or indirect reporting to an audit committee member or audit
mission director.
(6) To ensure that persons making a report prescribed in the preceding paragraph 2 do not receive disadvantageous treatment
due to the making of such report, the Company must take appropriate measures.
4. Structure for Ensuring the Effectiveness of the Execution of Duties(1)
Executive Officers shall determine the Nomura Group’s management strategy and business execution, and executebusiness in accordance with the management organization and allocation of business duties determined by the Board of
Directors.
(2)
Executive Officers shall determine the allocation of business duties between each Senior Managing Director and thescope of authority of each employee, and thereby ensure the effectiveness of the structure for the execution of duties andestablish a responsibility structure for the execution of duties.
(3)
Of the matters whose business execution decision has been delegated to Executive Officers based on a resolution
adopted by the Board of Directors, certain important matters shall be determined through the deliberation anddetermination by bodies, such as the Executive Management Board, or through documents requesting managerial
decisions.
(4) The Executive Management Board shall determine or review the necessary allocation of management resources basedon the business plan and budget application of each division to ensure the effective management of the Nomura Group.
5. Structure for Retention and Maintenance of Information(1)
Executive Officers shall retain the minutes of important meetings, conference minutes, documents regarding requests
for managerial decisions, contracts, documents related to finances and other material documents (including theirelectronic records), together with relevant materials, for at least ten years, and shall maintain access to such documents
if necessary.
(2)
Executive Officers shall maintain a structure to protect the Nomura Group’s non-public information, including its
financial information, and promote fair, timely and appropriate disclosure of information to external parties, thereby
securing the trust of customers, shareholders, investors, etc.
6. Internal Audit System(1)
Executive Officers shall install a department in charge of internal audit, and by implementing an internal audit program,shall ensure effective and adequate internal controls across the entire business of the Nomura Group.
(2) The Internal Controls Committee shall deliberate or determine basic matters concerning internal controls within the
Nomura Group, the annual plan regarding internal audit and the implementation status and results.
(3)
Executive Officers shall report on the status of the internal audit within the Nomura Group and the results thereof to
the Internal Controls Committee at least once every three months.
3.

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III. The Nomura Group’s Internal Controls System(1)
Executive Officers shall secure the appropriateness of the Nomura Group’s business by ensuring that each company
within the Nomura Group is fully aware of the Internal Controls System of the Company and by requiring themaintenance of an internal controls system at each company that reflects the actual conditions of each company.
(2)
Executive Officers shall ensure the effectiveness of internal controls concerning financial reporting by the Company
by, among other means, maintaining the structures listed in I through III above.
■ 2. Matters Concerning Establishment of the System for Eliminating Anti-social Forces
The Nomura Group has stated in its Nomura Group Code of Conduct, which was adopted for all Officers and employees globallyto comply with, that we must reject all transactions with anti-social forces or groups, and our fundamental policy is to eradicate
all ties with anti-social forces.
In accordance with this policy, the Company has established a control department to promote an organized response, which
strictly monitors, gathers and maintains information concerning anti-social forces. While working with legal counsel or police,
etc., we continue to make efforts to eliminate anti-social forces and to take measures to ensure appropriate corporate behavior.
The Company’s significant subsidiaries have taken a variety of initiatives such as adopting internal policies for the preventionof giving unlawful benefits, appointing managers responsible for preventing inappropriate demands from outside forces, andestablishing internal manuals for employees on how to respond to anti-social forces. In order to eradicate ties with anti-social
forces as a group, the Company is also taking initiatives such as conducting employee training and meetings to increase andspread employee awareness on this issue.
V Others■ 1. Whether Takeover Defense Strategies Have Been Adopted
No
Supplementary Explanation
With regard to the basic policy to address a shareholder holding a quantity of shares enabling such shareholder to control
decisions concerning the Company’s management policy, the Company believes that the decision of whether to permit a party
to seek ownership of such a volume of shares should ultimately be left to the judgment of the shareholders. Accordingly, theCompany has not adopted any so-called takeover defense strategies, such as a prior issue of new stock acquisition rights (arights plan), etc., at this time.
In the event of a potential attempt to take over the Company by a person that is inappropriate for the Company’s corporate
value/common benefit of shareholders, on the basis of guidelines such as the guidelines for the purpose of the initial response,by carrying out an examination/evaluation of things such as the takeover proposal, and after sufficient deliberations at meetingsof the Board of Directors, a conclusion will be reached in regard to the best strategy for shareholders from the perspective ofcorporate value/the common benefit of shareholders.
■ 2. Other Information regarding the Corporate Governance System
An overview of the Company’s timely disclosure regime is provided as follows:
1. Fundamental Policy
Our fundamental policy is to adhere to relevant laws concerning timely disclosure, such as can be found in the Financial
Instruments and Exchange Act and the rules of the relevant stock exchanges, in order to safeguard non-public information
regarding the Nomura Group as well as to foster appropriate, fair and timely disclosure of such information to persons andentities outside the Nomura Group and keep the trust of the Nomura Group’s clients, shareholders, investors and others.
2. Timely Disclosure Regime
Pursuant to the above-mentioned fundamental policy, the Company has adopted the “Nomura Group’s Statement of Global
Corporate Policy Regarding Public Disclosure of Information” (the “Disclosure Policy”) and is taking measures to increase andspread employee awareness of the Disclosure Policy. In accordance with the Disclosure Policy, the Company has also establisheda Disclosure Committee. The Disclosure Committee, chaired by an officer responsible for Group Corporate Communications, isauthorized to establish and maintain a structure for comprehensively and promptly gathering material information that needs tobe disclosed, a structure for disclosing such information in a timely manner, and a structure for ensuring the accuracy of thecontents of disclosure materials and fairness with regard to the disclosure of materials.
The management of Nomura Group companies and the person in charge of each division are responsible for establishingnecessary measures to ensure that material information subject to disclosure is properly reported to the Disclosure Committeewith respect to each relevant entity or division.
Information reported to the Disclosure Committee will be disclosed in a timely manner, based on standards set forth in relevantlaws and regulations, and through deliberations with relevant departments on whether such disclosure should be made.
From a fair disclosure perspective, we prohibit disclosing material and non-public information to a selective forum.
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3. Monitoring of Timely Disclosure Regime
The internal audit division monitors the effectiveness of internal controls over disclosure of information, and the result is reported
to the Audit Committee.
Further, as a NYSE-listed corporation, the Company has established internal controls and procedures for financial reporting anddocuments, and tests and maintains those controls and procedures to ensure their effectiveness pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002. The Company will continue to ensure proper corporate behavior throughout the group bystrengthening and expanding its corporate governance system.
<Concerning the administrative action against the Company and its subsidiary Nomura Securities Co., Ltd. and initiatives fromnow on>In March 2019, during discussions regarding the standards for listing/delisting criteria for the upper market at the Tokyo Stock
Exchange’s Advisory Group to Review the TSE Cash Equity Market Structure, there was improper communication of
information in relation to such standards at Nomura Securities Co., Ltd. (“Nomura Securities”), and on May 28 of the same year,
the Financial Services Agency of the Government of Japan (“FSA”), in relation to matters such as business management systems
relating to information management, issued a business improvement order against the Company and its subsidiary Nomura
Securities.
The Company, at the Meeting of the Board of Directors held on May 24 before the business improvement order, reported andapproved the remediation action plan that included measures such as the review of the organizational structure and strict
maintenance of information management structures, and a summary of this was announced. Additionally, on June 3 of the same
year, the Company and its subsidiary Nomura Securities submitted a business improvement report to the FSA, and it was accepted.
The Company established the “Nomura Group Code of Conduct” on December 3, 2019, and beginning with the thoroughpermeation of and compliance with the Code, has taken measures for the purpose of detecting and preventing misconduct, andfurther from now on, by steadily implementing the remediation action plan, along with working towards the further strengtheningof the internal control environment, the entire company will endeavor to regain the trust of our clients, shareholders, and investors.

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