(Translation)

Corporate Governance Report
July 25, 2024
Nomura Real Estate Holdings, Inc.
Representative: Satoshi Arai,
President and Representative Director
Contact: nrehd-ir@nomura-re.co.jp
Stock code: 3231
https://www.nomura-re-hd.co.jp/english/
Corporate governance at Nomura Real Estate Holdings, Inc. is as follows:

I.

Basic Viewpoints regarding Corporate Governance and Capital Structure,
Corporate Attributes and Other Basic Information

1. Basic Viewpoints
The Company has established a basic viewpoint regarding corporate governance in the Basic
Corporate Governance Policy. Please refer to the Company’s website for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Reasons for Non-Compliance with Each Principle of the Corporate Governance Code]
The Company complies with every principles of the Corporate Governance Code.
[Disclosure in accordance with Each Principle of the Corporate Governance Code][Principle 1-4] Cross-Shareholdings
The Company has established the Basic Policy Concerning Strategic Shareholdings within the Basic
Corporate Governance Policy. Please refer to the Company’s website for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Principle 1-7] Transactions with Related Parties
The Company has established procedures regarding transactions with related parties such as directors,
executive officers, and major shareholders, etc. in the Basic Corporate Governance Policy. Please referto the Company’s website for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Supplementary Principle 2-4-1] Ensuring Diversity in the Promotion to Core Human Resources
Recognizing the importance of innovations brought about by diversity for the continued creation of
new value, the Group has established the “Nomura Real Estate Group Diversity and Inclusion Policy”
1(Translation)and the Group is working to promote diversity & inclusion and create fair and rewarding workplaces
so that human resources with a variety of perspectives and ways of thinking, regardless of their
attributes, can fully demonstrate their individuality and potential. Please refer to the Company’s
website for details on the approach regarding the Nomura Real Estate Group Diversity and Inclusion
Policy, and the targets, current conditions, etc. regarding the female manager ratio.
The Nomura Real Estate Group Diversity and Inclusion Policy: https://www.nomura-rehd.co.jp/english/sustainability/pdf/dip.pdf
Diversity & inclusion: https://www.nomura-re-hd.co.jp/english/sustainability/labor/diversity.html
Integrated Report: https://www.nomura-re-hd.co.jp/english/ir/ir_library/annualreport.html
Regarding foreign nationals and midcareer hires, going forward, the Group will continue to promoteindividuals to manager position in accordance with their abilities regardless of nationality, when they
were hired, etc.
[Principle 2-6] Fulfilling Role as Asset Owner for Corporate Pension Plan
To fulfill the role expected of it as the asset owner for the corporate pension plan, the Group’s major
business company, Nomura Real Estate Development Co., Ltd., established the Guidelines for Pension
Plan Management and the Guidelines Regarding Management Policies and Management Criteria for
the Defined-Benefit Corporate Pension Plan based on the guidelines provided by the Ministry of
Health, Labour and Welfare, and is appropriately managing and administering the corporate pension
plan with a Pension Committee. As for the management of pension assets, the Company’s goal is tosecure the total profit necessary for stable employee asset composition in the long term, while only
taking acceptable risks. Also, the Company reviews the asset allocation and other matters as necessary
relying on external knowledge, and regularly discloses the financial situation to employees, which
includes information about assets, contributions, and liabilities.
[Principle 3-1] Enhance Information Disclosure(1) The Group has formulated the Group Philosophy and the Mid- to Long-term Business Plan. In
addition, the Group promotes management strategies and Sustainability in an integrated manner.
Please refer to the Company’s website for details.
Group Philosophy: https://www.nomura-re-hd.co.jp/english/company/philosophy.html
Mid- to Long-term Business Plan: https://www.nomura-re-hd.co.jp/english/ir/management/plan.html
Sustainability: https://www.nomura-re-hd.co.jp/english/csr/theme/
Integrated Report is published in order to foster understanding among shareholders, investors, andother stakeholders of the Group’s strategies and measures toward the creation of mid- to long-termvalue.
Integrated Report: https://www.nomura-re-hd.co.jp/english/ir/ir_library/annualreport.html
2

(Translation)(2) The Company has formulated the Basic Corporate Governance Policy and established a basic
viewpoint regarding corporate governance. Please refer to the Company’s website for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf(3) Please refer to “II-1. Organization Structures and Organizational Operations [Compensation of
Directors] Disclosure of Policy Determining the Amount and Calculation of Compensation” of thisreport regarding the policy and procedures to decide compensation for management and directors.
(4) The Company has a policy of appointing and nominating individuals to management positions who,
irrespective of their nationality or gender, have outstanding character, insight, and capabilities. Also,
following discussion at the Advisory Committee Relating to Nominations and Compensation, theBoard of Directors determines to appoint or dismiss management and nominate candidates for
directors based on the criteria for appointment and dismissal of officers, which was establishedfollowing primarily discussion at the Advisory Committee Relating to Nominations and Compensation.
(5) Please refer to the “Reference Documents for the General Meeting of Shareholders” attached to
the Notice of Convocation of Ordinary General Meeting of Shareholders regarding the reasons for thenomination of individual candidates for directors.
Notice of Convocation of Ordinary General Meeting of Shareholders: https://www.nomura-rehd.co.jp/english/ir/ir_library/generalMeeting.html.
Also, please refer to section “II-1. Organization Structures and Organizational Operations [Directors]
Relationship with the Company (2)” of this report regarding the reason for the appointment of external
directors. Notifications regarding the dismissal of management will be provided on the Company’s
website and by other means.
[Supplementary Principle 3-1-3] Sustainability Initiatives
With our Group Vision of “New Value, Real Value,” the Group promotes management strategies andsustainability-related initiatives in an integrated manner.
In addition, as the business assets that support the value creation of the Group, the Group recognizes
the importance of human capital, intellectual property, etc. The Group has stated its approaches related
to human resource strategies, development, etc. in the Integrated Report, and is currently preparing its
approach, etc. regarding intellectual property.
Regarding the promotion of sustainability activities, the Group has positioned its response toenvironmental and climate change as an important management issue. Based on this concept, theGroup has agreed to the TCFD recommendations (September 2020) and discloses information in linewith the recommendations. Please refer to the Company’s website for details.
3

(Translation)

Integrated Report: https://www.nomura-re-hd.co.jp/english/ir/ir_library/annualreport.html
Sustainability Report: https://www.nomura-re-hd.co.jp/english/sustainability/download/index.html
Response to the TCFD: https://www.nomura-re-hd.co.jp/english/sustainability/special/[Supplementary Principle 4-1-1] Scope of Delegation to Management
In addition to matters stipulated in laws and regulations and the Articles of Incorporation, the Boardof Directors makes decisions on important matters concerning management of the Group stipulated in
the Board of Directors Regulations and the Regulations Primarily Regarding Organizations andResolutions such as the formulation of the Group’s basic management policies and the appointment
and dismissal of executive officers. Certain matters determined by resolution of the Board of Directors
shall be approved by the Management Committee or other internal approval systems.
[Principle 4-9] Criteria for Impartiality of Independent External Directors
The Company has established Criteria for Impartiality of Independent External Directors in the Basic
Corporate Governance Policy. Please refer to the Company’s website for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Supplementary Principle 4-10-1] Appropriate Involvement and Advice from Independent External
Directors through the Establishment of Independent Nomination and Compensation Committees
The Company has stipulated the establishment of an advisory committee relating to nominations andcompensation in the Basic Corporate Governance Policy. Please refer to the Company’s website fordetails. Regarding authorities and roles of the committee, please refer to section “II-1. Organization
Structures and Organizational Operations [Voluntary Committee] Supplementary Information” of thisreport.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Supplementary Principle 4-11-1] Viewpoint Concerning the Balance, etc. of the Board of Directors,
and Identification of the Skills and Expected Areas of Expertise of Directors
The Company has established the Viewpoint Concerning the Balance, Diversity, and the Scale of theBoard of Directors in the Basic Corporate Governance Policy. Please refer to the Company’s website
for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf
In addition, the Company discloses a skills matrix, which identifies the Group’s expected areas ofexpertise of directors, in the “Reference Documents for the General Meeting of Shareholders” attachedto the Notice of Convocation of Ordinary General Meeting of Shareholders.
Notice of Convocation of Ordinary General Meetings of Shareholders: https://www.nomura-rehd.co.jp/english/ir/ir_library/generalMeeting.html
4

(Translation)[Supplementary Principle 4-11-2] Concurrent Positions Held by Directors
Please refer to the “Reference Documents for the General Meeting of Shareholders” attached to the
Notice of Convocation of Ordinary General Meeting of Shareholders regarding the main concurrent
positions held at other companies by directors. In its Basic Corporate Governance Policy, theCompany stipulates “Directors dedicate sufficient time for the Company, and execute their duties as
Directors.” Also, the Company receives reports on the concurrent positions by external directors asnecessary and confirms that they are able to execute their roles and duties as the Company’s directors
sufficiently.
Notice of Convocation of Ordinary General Meetings of Shareholders:
https://www.nomura-re-hd.co.jp/english/ir/ir_library/generalMeeting.html
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Supplementary Principle 4-11-3] Assessment of the Effectiveness of the Board of Directors
For the Assessment of the Effectiveness of the Board of Directors in fiscal year ended March 2024 as
was the case in the previous fiscal year, the Company conducted questionnaires and interviews of all
directors (including Audit & Supervisory Committee Members) utilizing a third-party evaluation
organization. The analysis and assessment based on discussions at a meeting of the Board of Directors
regarding the results are outlined below.

Members
The scale of the Board of Directors and the ratio of Independent External Directors are broadly
appropriate.

Discussions
Discussions are free and lively, exceeding internal and external limits and leveraging the knowledge
and experience of each director. In particular, discussions were enhanced through the opinions, etc.
from external directors.

Operation
Although stable operation is being achieved with materials provided beforehand and the number of
agenda items being balanced, continued improvement efforts are needed to ensure more time fordeliberation of important agenda items.

Matters for discussion
While a certain amount of substantial discussion based on the perspective of the Company’ssustainable growth and enhancement of corporate value was conducted in the deliberation of5

(Translation)individual projects, discussions of strategy that require a medium- to long-term perspective need to beenhanced further.
For the fiscal year ending March 2025, the Company has designated “enhancement of discussions
aimed at increasing corporate value over the medium to long term” and “strengthening IR andgovernance function” as priority measures, and it will promote initiatives aimed at further improving
corporate value and strengthening corporate governance.
Going forward, the Company will regularly grasp areas for improvement by conducting an assessmentof the effectiveness of the Board of Directors each year and will further improve the Board of Directors.

[Supplementary Principle 4-14-2] Training Policy for Directors
The Company provides training that takes into consideration the Company’s corporate philosophy andmanagement strategies. The Company also regularly provides opportunities for all directors to receive
training from guest lecturers from outside the Company, to improve their knowledge of topics such as
corporate governance and DX. Also, when external directors assume office, they are provided with an
explanation regarding topics such as the Group’s history, business framework, and business model, todeepen their understanding of said topics. Then after the external directors’ tenures begin, in addition
to ensuring regular opportunities for training, the Company also provides opportunities for them totour the Company’s properties.
The Company has established the policy regarding director training and development in the Basic
Corporate Governance Policy. Please refer to the Company’s website for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Principle 5-1] Policy Concerning Constructive Dialogue with Shareholders
The Company has established the Policy Concerning Constructive Dialogue with Shareholders in the
Basic Corporate Governance Policy. Please refer to the Company’s website for details.
Basic Corporate Governance Policy: https://www.nomura-re-hd.co.jp/english/ir/pdf/cgpolicy.pdf[Action to Implement Management That Is Conscious of Cost of Capital and Stock Price]
As a real estate developer that owns and utilizes assets, in addition to PBR, which is one of the market
valuation standards, we recognize that we need to manage our business with an awareness of NAV*,
which takes into account unrealized profit. The Company recognizes that its capital costs are 7 to 8%
and believes that mid- to long-term profit growth is required to achieve ROE that exceeds this level.
In accordance with 2030 Vision, “Be a ‘Life & Time Developer,’ as never seen before,” the Company
is aiming to enhance corporate value through the “realization of high profit growth and high asset andcapital efficiency” in the Mid- to Long-term Business Plan. As presented in this plan, the Company
6

(Translation)

will continue to work to achieve its financial targets and 2030 Vision in accordance with the following
policies, “Realize an average annual profit growth rate of 8% level,” “Pursue high asset and capitalefficiency,” and “Provide a high level of returns to shareholders.”[Status of Dialogues with Shareholders]
Please refer to the following for the “Status of Dialogues with Shareholders.”
Integrated Report: https://www.nomura-re-hd.co.jp/english/ir/ir_library/annualreport.html

2. Capital Structure
Percentage of shares held by foreign investors

20% or more and less than 30%[Description of Major Shareholders]Name of shareholder

Number of shares held

Shareholding(Shares)(%)

Nomura Holdings, Inc.

64,777,500

36.87

The Master Trust Bank of Japan, Ltd. (Trust account)

19,715,500

11.22

Custody Bank of Japan, Ltd. (Trust account)

9,367,600

5.33

Nomura Real Estate Holdings Employee

3,005,605

1.71

Stichting Pensioenfonds Zorg en Welzijn

2,606,299

1.48

The Master Trust Bank of Japan, Ltd. (BIP (Board

2,552,143

1.45

2,400,584

1.36

SSBTC CLIENT OMNIBUS ACCOUNT

2,096,559

1.19

JP MORGAN CHASE BANK 385781

1,495,476

0.85

STATE STREET BANK AND TRUST COMPANY

1,455,439

0.82

Shareholding Association

Incentive Plan) trust account 76272)
STATE STREET BANK WEST CLIENT - TREATY
505234505103
Existence of controlling shareholders (excluding
parent company)
Existence of parent company―
None

3. Corporate Attributes
Stock exchange and section

Tokyo, Prime

Fiscal year-end

March
7

(Translation)

Industry

Real Estate

Number of employees at the end of the previous fiscal
year (consolidated)

More than 1,000 persons

Sales revenue during the previous fiscal year

More than ¥100 billion but less than ¥1(consolidated)

trillion

Number of consolidated subsidiaries at the end of theprevious fiscal year

More than 10 but less than 50 companies

4. Guidelines for Measures to Protect Minority Shareholders When Conducting Transactions
with Controlling Shareholder―
5. Other Particular Conditions That May Materially Affect Corporate GovernanceNomura Holdings, Inc. (a holding company that holds shares of a corporate group engaged ininvestment and financial services businesses with securities as its core business; hereinafter referred
to as “NHI”) is an associated company and holds 37.45% (including indirect holdings of 0.56%) of
the voting rights of the Company as of March 31, 2024. The Group has a collaborative relationshipwith a group consisting of NHI and NHI’s consolidated subsidiaries (hereinafter referred to as the“Nomura Group”) through real estate brokerage business and real estate fund management business,among others. However, NHI is not directly involved in the decision-making process of the Company,
and expresses its opinions on our management through the exercise of its voting rights at our generalshareholders’ meetings. In addition, the terms of transactions between the Group and the Nomura
Group are determined in accordance with the same standards as for transactions with third parties.
As described above, the Company is not subject to any business restrictions from NHI and conducts
business activities and makes management decisions under its own governance structure, thus ensuring
sufficient independence.

II. Management Organization and Other Corporate Governance Systems concerning
Management Decision-Making, Execution and Supervision
1. Organization Structures and Organizational Operations
Company with Audit & Supervisory

Organizational form

Committee[Directors]
Number of Directors in Articles of Incorporation
Term of Office for Directors in Articles of

18 persons
1 year

Incorporation
8

(Translation)

Chairman (not serving concurrently as

Chairman of the Board of Directors

President)

Number of Directors

13 persons

Election of External Directors

ElectedNumber of External Directors

6 persons

Number of External Directors designated as

6 persons

Independent Directors

Relationship with the Company (1)Relationship with the Company (*)

Name

Association

Chiharu Takakura

From another company○

Yoshinori

From another company

○

a

b

c

d

e

f

g

h

i

j

k

Yamashita
Yoshio Mogi

From another company

Akiko Miyakawa

Certified public
accountant

Tetsu Takahashi

Attorney

Aogi Suemura

Certified public
accountant(*Note)・Selection criteria regarding relationship with the Company
・For (a) through (k) below, a circle (〇) indicates the current status of the individual, and a triangle(△) indicates the past status of the individual.
・For (a) through (k) below, a filled-in circle (●) indicates the current status of a relative of theindividual, and a filled-in triangle (▲) indicates the past status of a relative of the individual.
(a) A business executor of a listed company or its subsidiary(b) A business executor or a non-executive director of a parent company of a listed company(c) A business executor of a sister company of a listed company(d) An individual whose major business client is a listed company or a business executor of said
individual(e) A major business client of a listed company or a business executor of said business client(f) A consultant, accounting specialist, or legal professional who receives a substantial amount ofmoney or assets in addition to the customary remuneration from a listed company(g) A major shareholder of a listed company (In the case that said major shareholder is a corporation,a business executor thereof)(h) A business executor of a business client (that does not fall under any of (d), (e), or (f)) of a listed9(Translation)company [This applies to the individual only.](i) A business executor of a company whose external executive officers are mutually assigned [Thisapplies to the individual only.](j) A business executor of a company to which a listed company donates products, services, ormoney [This applies to the individual only.](k) Other

Relationship with the Company (2)Audit &Name

Supervisory Independent

Supplementary

Committee

information

Director

Reason for appointment

MemberThere are transactions

Chiharu Takakura has great

between a subsidiaryknowledge and experience andof the Company andprofound insights into the

Takakura & Company

promotion of human capital

LLC, where Chiharu

management including human

Takakura serves as

resources strategy andjoint representative,

development, acquired during her

mainly based on a real many years executing business inestate leasing contract

important roles in the humanentered into. However, resources division of a global
Chiharu
Takakura○

both from thecompany, as well as participating

consolidated net sales

on specialist committees for aof the Company in thegovernmental agency. She has

most recent businessbeen selected as an external

year and of net sales of director because it is expected that
Takakura & Company

by leveraging her skills and

LLC, net sales derived experience she will contribute tofrom the contract are

the strengthening of thenegligible at less thansupervisory function of the Board

0.1% and therefore the of Directors and corporate
Company’s criteria for governance systems and the fair
determining

and transparent management.

impartiality (2% orFurthermore, based on her

less) are satisfied, andattributes and relationship with

10

(Translation)

Ms. Takakura’s

NREH, we determined her as anindependence isindependent director specified bydeemed not to be

the Tokyo Stock Exchange ascompromised.

there is no risk of conflict ofinterest with general shareholders.

Yoshinori Yamashita’srole at Ricoh
Company, Ltd., where
he serves as
Representative
Director andYoshinori Yamashita has great

Chairperson, isknowledge, experience andprimarily to oversee

profound insights concerning

management; he does

corporate management acquired

not serve as an

through his many years working as

executive officer and is a corporate manager. He has been
not involved in theselected as an external director

day-to-day execution

because it is expected that byof business operations. leveraging his skills andYoshinori
Yamashita○

The role ofexperience he will contribute to

Chairperson at Ricoh

the strengthening of thehas been carefully

supervisory function of the Board

discussed by thatof Directors and corporatecompany’s Board ofgovernance systems and the fair

Directors andand transparent management.

Nomination

Furthermore, based on his

Committee, and is

attributes and relationship withclearly stated in

NREH, we determined him as an

Ricoh’s internal

independent director specified byregulations. Regarding the Tokyo Stock Exchange astransactions related tothere is no risk of conflict of

the use of products that interest with general shareholders.
occurred between
Ricoh and subsidiariesof the Company during
the most recent fiscal
year, both from the11

(Translation)

consolidated net salesof the Company in themost recent businessyear and of net sales of
Ricoh Company, Ltd.,net sales derived fromthe contract are
negligible at less than
0.1% and therefore theCompany’s criteria for
determining
impartiality (2% orless) are satisfied, andMr. Yamashita’s
independence isdeemed not to becompromised.
Yoshio Mogi has great knowledge,
experience and profound insights
concerning corporate management
acquired through his many years
working as a corporate manager.
He has been selected as anexternal director as Audit &Supervisory Committee member
because it is expected that his
Yoshio
Mogi

○

–

○

extensive experience andknowledge will contribute tostrengthening the supervisory
function of the Board of Directors
and the corporate governancestructure, as well as to enhancing
the auditing structure.
Furthermore, based on his
attributes and relationship with
NREH, we determined him as anindependent director specified by

12(Translation)

the Tokyo Stock Exchange as
there is no risk of conflict ofinterest with general shareholders.
Akiko Miyakawa has greatknowledge, experience andprofound insights as an expert at
accounting and auditing acquired
through her many years working
as a Certified Public Accountant.
She has been selected as anexternal director as Audit &Supervisory Committee member
because it is expected that her
extensive experience andknowledge will contribute to
Akiko
Miyakawa

strengthening the supervisory○○–

function of the Board of Directors
and the corporate governancestructure, as well as to enhancing
the auditing structure, although
she has no previous experience
involved in the management of acompany other than as an external
officer. Furthermore, based on her
attributes and relationship with
NREH, we determined her as anindependent director specified by
the Tokyo Stock Exchange as
there is no risk of conflict ofinterest with general shareholders.
Tetsu Takahashi has greatknowledge, experience and

Tetsu
Takahashi

profound insights as a legal expert○○–

acquired through his many years
working as a lawyer. He has neverbeen involved in the managementof a company other than as an

13

(Translation)

external officer, however he has
been selected as an external
director as Audit & Supervisory
Committee member because it isexpected that his extensive
experience and knowledge as arepresentative of a law firm and an
outside director and outside audit& supervisory board member ofother companies will contribute tostrengthening the supervisory
function of the Board of Directors
and the corporate governancestructure, as well as to enhancing
the auditing structure.
Furthermore, based on his
attributes and relationship with
NREH, we determined him as anindependent director specified by
the Tokyo Stock Exchange as
there is no risk of conflict ofinterest with general shareholders.
Aogi Suemura has greatknowledge, experience andprofound insights as an expert at
accounting and auditing acquired
through her many years working
as a Certified Public Accountant.
Aogi
SuemuraShe has been selected as an○○–external director as Audit &Supervisory Committee member
because it is expected that her
extensive experience andknowledge as a Certified Public
Accountant and an external
director and an outside audit &supervisory board member of14

(Translation)other companies will contribute tostrengthening the supervisory
function of the Board of Directors
and the corporate governancestructure, as well as to enhancing
the auditing structure, although
she has never been involved in the
management of a company otherthan as an external officer.
Furthermore, based on her
attributes and relationship with
NREH, we determined her as anindependent director specified by
the Tokyo Stock Exchange as
there is no risk of conflict ofinterest with general shareholders.
[Audit & Supervisory Committee]

Committee Members and the Chairman
Total

Full-time

Committee

Committee

Members

Members

6

2

Internal

External

Directors

Directors

2

4

Audit &
Supervisory
Committee

ChairmanInternal
Director

Presence of Directors and Employees who support
the execution of duties by the Audit & Supervisory

Present

Committee

Matters regarding the Independence of the Relevant Directors and Employees from the
Executive Directors
The Company has established an Audit & Supervisory Committee Dept., to support the execution ofduties by the Audit & Supervisory Committee, and full-time staff appointed to the department shall
execute duties under the direction of Audit & Supervisory Committee Members. In addition, the15(Translation)

directors shall obtain the consent of the Audit & Supervisory Committee Members designated by the
Audit & Supervisory Committee for personnel changes regarding the relevant full-time staff.

Cooperation among Audit & Supervisory Committee, Accounting Auditor, and Internal
Audit Dept.
The Audit & Supervisory Committee carries out the following initiatives to achieve effective
cooperation among the so-called three-way mutual auditing comprising the audits by the Audit &Supervisory Committee, audits by the Accounting Auditor, and audits by the Internal Audit Dept.
The Audit & Supervisory Committee receives reports from the Group Internal Audit Dept. responsiblefor internal audits, and in addition to determining whether or not to give its approval, where necessary,it provides recommendations and instructions concerning changes to the audit plan, additional audits,
and investigations, etc. In addition, the Audit & Supervisory Committee receives reports on the results
and status of improvement of internal audits and the status of evaluation of internal controls related tofinancial reports.
The Audit & Supervisory Committee has the Group CFO and the General Manager of Finance &Accounting Dept. as well as the executive officer in charge of the Group Internal Audit Dept. and theGeneral Manager of that department attend meetings to receive a report from the Accounting Auditor
that provides an overview of the audit plan, quarterly review, end of year audit and internal control
audit for financial reporting and promotes information sharing and the exchanging of opinions.
With regard to the “Key Audit Matters” described in the Accounting Auditor’s audit report pursuant
to the Financial Instruments and Exchange Act, the Accounting Auditor and the Audit & Supervisory
had much discussion to share their recognition while confirming the status of audits held throughout
the year from the time the Accounting Auditor formulated the audit plan for the fiscal year ended
March 2024 through the times when the results of the quarterly reviews were reported until thereporting of the year-end audit results.
[Voluntary Committee]
Establishment of voluntary committees which
are equivalent to the nominating committee andPresent

compensation committee

Situation of Establishment of Voluntary Committee, Composition of Committee Members
and the Attribute of the Chairman Revised16

(Translation)

Total

Full-time
Internal

External

OutsideDirectors

Directors

Experts

Committee’s Name Committee Committee

Other

Members

Members

4

0

1

3

0

0

4

0

1

3

0

0

Chairman

Advisory
Voluntary committees
Committee
which are equivalent
Relating toto the nominating
Nominations andExternal
Directorcommittee
Compensation
Advisory
Voluntary committees
Committee
which are equivalent
Relating toto compensation
Nominations andExternal
Directorcommittee
Compensation

Supplementary Information Revised
The Company has set up an Advisory Committee Relating to Nominations and Compensation, which
consists of a majority of Independent External Directors, as an advisory organization to strengthen theimpartiality, objectivity and accountability of the functions of the Board of Directors in relation todecisions on director and executive officer nominations and compensation. At the committee meetings,
matters relating to the nomination of and compensation for directors and executive officers, succession
plans, and policies on training shall be discussed and the outcome of those discussions shall be reported
to the Board of Directors.

[Independent Directors]
6 persons

Number of Independent Directors

Other Matters Related to Independent Directors
All external directors that qualify as independent directors have been designated as independent
directors.

[Incentives]
Implementation of measures on incentive

Adoption of performance-based stock

allotment to Directors

incentive plan and other measures

Supplementary Information
17

(Translation)

At the Ordinary General Meeting of Shareholders held on June 26, 2018, based on the policy to further
clarify the link among directors’ compensation, performance, and shareholder value, in place of stock
option system, the Company determined to introduce performance-based share-based compensation,etc. linked to mid-to long-term performance. The introduction of the Plan has gone throughdeliberation at the Advisory Committee Relating to Nominations and Compensation, for which the
majority of committee members are Independent External Directors. Note that the Company resolved
to amend the Plan as described in the proposal “Revision of Amounts and Details of Compensation,etc. under Performance-based Stock Incentive Plan for Directors (Excluding Directors as Audit &Supervisory Committee Members)” filed at the Ordinary General Meeting of Shareholders held on
June 24, 2022. For details, please refer to “II-1. Organization Structures and Organizational Operations[Compensation of Directors] Disclosure of Policy Determining the Amount and Calculation ofCompensation” of this report.
Grantees of stock options–

Supplementary Information–[Compensation of Directors]
Disclosure status (of individual compensation of
Directors)

Individual disclosure is limited for some.

Supplementary Information
Director’s compensation, etc. for Directors of the Company for the fiscal year ended March 2024 are
as follows.

18

(Translation)(1) Total amount of compensation, etc., total amount of compensation by type and the number of
directors applicable by director category
Total amount
Director
categoryofBasecompensation,compensationetc.

(million yen)(million yen)

Bonus

Share-based compensation(Performance-(Non-monetary compensation, etc.)

Numberbased

Performance-

Non-performance-ofincentive,

based

based

Directors

etc.)

portionportionapplicable(million yen)(million yen)(million yen)

Directors(Excluding
Directors
who also
serve asAudit &
Supervisory

707

279

144

196

86

6

102

102

–

–

–

2

66

63

–

–

3

4

Committee
Members)(Excluding
External
Directors)
Directors(Audit &Supervisory
Committee
Members)(Excluding
External
Directors)
External
Directors

a. The number of directors (excluding directors as Audit & Supervisory Committee Members, andexternal directors) is five as of the end of the fiscal year ended March 2024. The difference fromthe “Number of Directors applicable” column above is due to the inclusion of one director who
retired as of the conclusion of the Ordinary General Meeting of Shareholders held on June 23,2023.
b. The number of directors (Audit & Supervisory Committee Members) (excluding external
directors) is two as of the end of the fiscal year ended March 2024.
19

(Translation)c. The number of external directors is four as of the end of the fiscal year ended March 2024.
d. The amount of compensation for directors is shown as the amount recorded by the Company as
an expense for compensation and related items for the fiscal year ended March 2024, regardlessof whether it was paid during the fiscal year ended March 2024. It should be noted that thepayment amount in the “Bonus (Performance-based incentive, etc.)” column above does notinclude the difference (¥13 million) between the provision for bonuses for five directors(excluding directors who are Audit & Supervisory Committee Members and external directors)
for the fiscal year ended March 2023 and the bonus amount paid for the fiscal year ended March
2024. In addition, regarding the performance-based portion of share-based compensation, for the
fiscal year ended March 2024, there was a difference (¥4 million) between the amount recorded
as an expense in prior fiscal years in the form of the number of points granted to two directors(excluding directors who are Audit & Supervisory Committee members and external directors)
and the amount paid through the issuance of shares during the fiscal year ended March 2024. Thisdifference amount is not included in the amount paid in the “Share-based compensation (Nonmonetary compensation, etc.)” column above.
e. The compensation amount (“base compensation” and “bonus”) of directors has been set as no
greater than ¥550 million per year for directors (excluding directors as Audit & Supervisory
Committee Members) according to a resolution at the Ordinary General Meeting of Shareholders
held on June 26, 2018, and at the time of the resolution, the number of directors (excluding
directors as Audit & Supervisory Committee Members) was eight (of which, two were external
directors). Furthermore, the compensation amount of directors (Audit & Supervisory Committee
Members) is limited to up to ¥170 million per year according to a resolution at the Ordinary
General Meeting of Shareholders held on June 23, 2020. The number of directors as Audit &Supervisory Committee Members at the time of the resolution was six (including four external
directors). Of that compensation amount, the Company pays the compensation shown in the table
above. The compensation amount of directors is shown as the amount recorded by the Company
as an expense during the fiscal year ended March 2024 regardless of whether it was paid during
the fiscal year ended March 2024. In addition, by resolution of the Ordinary General Meeting of
Shareholders held on June 21, 2024, the compensation limit for directors (Audit & Supervisory
Committee Members) has been revised to within ¥180 million per year, and the number of
directors who are Audit & Supervisory Committee Members related to this resolution is six(including four external directors).
f. Separately from the compensation amount of directors shown in e. above, the Company introduced
a performance-based share-based compensation plan. By the resolution of the Ordinary General
Meeting of Shareholders held on June 24, 2022, the three fiscal years starting from the fiscal year
ending March 31, 2023, were made the new covered period (and in the event that the extension of
the period is carried out, the three subsequent fiscal years shall become the covered period), and20

(Translation)a maximum amount of ¥1,650 million and 672,000 shares to be contributed to the trust ascompensation to directors (excluding directors as Audit & Supervisory Committee Members)(including a maximum amount of ¥9.90 million and 4,030 shares for each external director for
every three fiscal years). At the time of the resolution, the number of directors (excluding directors
as Audit & Supervisory Committee Members) subject to the Plan is seven.
g. With respect to the performance-based compensation, the details of factors including theperformance indicators that pertain to bonuses, which are monetary compensation, the calculation
method of such bonuses and the reasons for selecting these indicators are as stated in the “II-1.
Organization Structures and Organizational Operations [Compensation of Directors] Disclosureof Policy Determining the Amount and Calculation of Compensation” of this report. The actual
results that pertain to performance indicators are as presented in the table below.

Business profit
Fiscal year ended March 31, 2024

Year-on-year change¥113,665 million+8.1%

h. With respect to the performance-based compensation, the details of factors including theperformance indicators that pertain to share-based compensation, etc., the calculation method ofsuch share-based compensation, etc. and the reasons for selecting these indicators are as stated in
the “II-1. Organization Structures and Organizational Operations [Compensation of Directors]
Disclosure of Policy Determining the Amount and Calculation of Compensation” of this report.
The ranges of performance indicators were decided as presented in the tables below.

(The ranges for the fiscal year ended March 2024, the third year from the start of the system in thefiscal year ended March 2022)
Ranges
The achievement-0%~

Results
200%⇒

linked coefficient
Business profit
ROE

143.0%¥83,300 million~¥116,700 million¥113,665 million

6.5%

~

12.5%

10.1%

i. Non-monetary compensation, etc. consists of the Company’s shares, etc. and the conditions, etc.
for delivery are as stated in the “II-1. Organization Structures and Organizational Operations[Compensation of Directors] Disclosure of Policy Determining the Amount and Calculation ofCompensation” of this report. Regarding the performance-based portion of share-based
compensation, for the fiscal year ended March 2024, there was a difference (¥4 million) between
the amount recorded as an expense in prior fiscal years in the form of the number of points granted
to two directors (excluding directors who are Audit and Supervisory Committee Members and21

(Translation)

external directors) and the amount paid through the issuance of shares during the fiscal year ended
March 2024.
j. As stated in the “II-1. Organization Structures and Organizational Operations [Compensation of
Directors] Disclosure of Policy Determining the Amount and Calculation of Compensation” ofthis report, the decisions on the specific details concerning the amounts of base compensation andbonuses to be paid out, which is monetary compensation for the fiscal year ended March 2024,
were delegated to Satoshi Arai, who has been serving as President and Representative Director,
based on a resolution of the Board of Directors. The reason for this delegation to the President
and representative director is that the Company has judged the President and representative
director as appropriate to conduct the individual evaluation of each director while considering,
among other things, performance of the Company overall. The payment level is deliberated by theAdvisory Committee Relating to Nominations and Compensation for the appropriate exercise of
the decision authority delegated to the President and representative director.
(2) Total amount of consolidated compensation, etc. of those whose total amount of consolidated
compensation, etc. is 100 million yen or more
Share-based compensation

Name

Eiji
Kutsukake
Satoshi Arai
Daisaku
MatsuoMakotoHaga
Hiroshi
Kurokawa

Director
category

Director

Director

Director

Director

Director

Company
category

Filingcompany
Filingcompany
Filingcompany
Filingcompany
Filingcompany

Total amount
Bonus
of
Base
(Performancecompensation, compensation based incentive,
etc.
(million yen)etc.)
(million yen)(million yen)(Non-monetary compensation,
etc.)
Performancebased
portion (million
yen)

Nonperformancebased
potion(million yen)

162

64

3

52

41

169

64

51

38

15

157

57

45

41

13

118

42

31

35

9

105

38

25

33

8

* The amount of compensation for directors is shown as the amount recorded by the Company as
an expense for compensation and related items for the fiscal year ended March 2024, regardlessof whether it was paid in the fiscal year ended March 2024. In addition, the payment amount in
the "Bonus (Performance-based incentive, etc.)" column above includes the difference between
the amount of the provision for bonuses to directors for the fiscal year ended March 2023 and the22

(Translation)bonus amount paid during the fiscal year ended March 2024, and the payment amount in the"Share-based compensation (Performance-based portion)" column above includes the difference
between the amount expensed in prior years as the number of points granted and the amount paid
through the issuance of shares during the fiscal year ended March 2024, respectively, and these
are also included in the payment amounts shown in the "Total amount of compensation, etc."
column above (see "(1) Total amount of compensation, etc., total amount of compensation bytype and the number of directors applicable by director category" (a.) above).
The information given above is disclosed in the “Business Report” of the Notice of Convocation of
Ordinary General Meeting of Shareholders and the “Corporate Governance” of the 2019 Securities
Report. (Securities Report is available only in Japanese)
Notice of Convocation of Ordinary General Meetings of Shareholders:
https://www.nomura-re-hd.co.jp/english/ir/ir_library/generalMeeting.html
Securities Report: https://www.nomura-re-hd.co.jp/ir/ir_library/securitiesreport.html
Existence of a policy determining the amount andcalculation of compensation

Yes

Disclosure of Policy Determining the Amount and Calculation of Compensation
At a meeting of the Board of Directors, the Company resolved the policy for deciding the details of
the compensation, etc. for each individual director excluding Audit & Supervisory Committee
Members. In addition, the Company established the Advisory Committee Relating to Nominations andCompensation, where the majority of members composing that body are Independent External
Directors, and the Board of Directors resolved the operation, etc. of the compensation plan for the
directors, based on the deliberation by the committee and on the committee’s opinion reported to theBoard of Directors.
Furthermore, the Board of Directors has judged that the compensation, etc. for each individual director
in the fiscal year ended March 2024 is in line with this policy regarding decisions of compensation,etc. as it has confirmed that the method for deciding the details of compensation, etc. and the detailsof the compensation, etc. that were determined are consistent with this policy regarding decisions ofcompensation, etc.
In addition, since the fiscal year ended March 2019, the Company have incorporated initiatives foraddressing environmental and social issues, including climate change, into the performance evaluationof officers.

The details of the policy regarding decisions of the details of the compensation, etc. for each individual
director are as follows.
23

(Translation)A) Basic policya) Compensation for directors consists of a structure that is linked to the Mid- to Long-term Business
Plan, etc. in order to sufficiently work as an incentive for the sustainable improvement of corporate
value, and the Company’s basic policy in deciding compensation for each director is to provide
an appropriate level of compensation according to the role and position as a director.
b) Operation and revision of the compensation plan for directors and the amount of the compensation
for directors are determined by the Board of Directors based on the deliberation by the Advisory
Committee Relating to Nominations and Compensation and its opinion reported to the Board of
Directors.
c) In reviewing the appropriateness of the compensation level and the content of the share-based
compensation plan, the Company takes consideration of factors such as the size of the Company
and business characteristics, after obtaining advice from an external compensation consultant as
necessary.
d) Compensation of directors concurrently serving as executive officers consists of “basecompensation,” “bonus” and “share-based compensation” so that it works as a clear incentive toimprove performance not only for the short-term, but also for the medium- to long-term.
e) Compensation of the Chair and director and external directors is made up of the “basecompensation” and the “restricted shares (“RS”) portion of share-based compensation,” taking
into account the sharing of interests with shareholders, since the Chairman of the Board of
Directors is responsible for supervising execution of business from an objective standpoint andalso for enhancing long-term corporate value.
f) Compensation of part-time internal directors consists only of “base compensation” due to theirrole of supervising the business execution from an objective standpoint.

B) Policy regarding decisions on the percentage of each type of compensation for each directora) The composition ratio of each type of compensation for directors concurrently serving as
executive officers is decided based on b) and d) in A) above.
b) The composition ratio of each type of compensation for the Chair and director and external
directors is decided based on b) and e) in A) above.
c) Compensation of part-time internal directors consists only of “base compensation” based on b)
and f) in A) above.

C) Policy regarding decisions on the amount of fixed compensation (base compensation) for eachdirector (including the policy regarding decisions on the timing and conditions for paying
compensation)a) The amount of fixed compensation (base compensation) for each director shall be determined24

(Translation)according to the role and position as a director.
b) The fixed compensation (base compensation) shall be paid monthly.

D) Policy regarding decisions on the details of variable compensation (bonus and share-based
compensation) for each director and the calculation method for the monetary amount or numberof shares (including the policy regarding decisions on the timing and conditions for paying
compensation)<Bonus>a) The amount of bonus is determined according to the Company’s business performance, such as
consolidated business profit, and evaluation of individuals.
b) While largely focusing on the above evaluations, the Company will also evaluate its performanceusing non-financial indicators (sustainability factors, etc.). The fiscal years subject to such
evaluations shall be from the fiscal year ended March 2023.
c) The evaluation of individuals evaluates the progress of initiatives for single-year and the mediumto long-term, for which achievements are difficult to measure based only on the figures of financial
results.
d) It shall be paid at a certain time after the end of each fiscal year.

Reference: The Company revised the policy regarding decisions of the details of the compensation, etc.
for each of the directors excluding Audit & Supervisory Committee Members from thefiscal year ended March 2023, deciding that the details and calculation method for
performance indicators, etc., relating to bonuses, which are monetary compensation, would
retain a central emphasis on evaluation of performance in terms of consolidated businessprofit, etc., but would also include an evaluation by non-financial indicators (sustainability
factors, etc.). The purpose of this change is to promote initiatives aimed at increasing
corporate value over the medium to long term through increasing directors’ awareness ofsustainability, and in the fiscal year ended March 2024, the Company conducted anevaluation based on BEI* as a non-financial indicator.
* Building Energy-efficiency Index. An index for evaluating the energy-efficiency
performance of buildings based on the energy efficiency standards under the Act on the
Improvement of Energy Consumption Performance of Buildings (Building Energy
Efficiency Act). It represents the primary energy consumption standard for buildings.

<Share-based compensation>a) The performance-based compensation adopts performance-sharing (“PS”) providing incentive forenhancement of medium- to long-term performance, and implements, after three years of thecommencement of each business year, delivery or payment (“delivery, etc.”) of the Company’s
25

(Translation)

shares and/or an amount equivalent to the proceeds of converting the Company’s shares into cash(the “Company Shares, etc.”).
b) The non-performance-based potion adopts restricted shares (“RS”) providing an incentive forlong-term contributions and enhancement of corporate value to delay delivery, etc. until retirement
as an officer.
c) The share-based compensation adopts the system of executive compensation BIP (Board
Incentive Plan) trust (the “Trust”). The Company Shares, etc. to be delivered, etc. is set at one
Company’s share per one point, according to the number of points calculated based on the below
formula.
[Calculation formula of points]
・PS portion
The number of points (the “Number of PS Points”) to be granted to directors for each fiscal year
during the covered period is calculated by dividing the amount of pre-determined basecompensation with respect to each executive position by the share price as of the acquisition of
the Company’s shares by the Trust. The number of achievement-linked points shall be calculated
by multiplying the Number of PS Points granted for each fiscal year by the achievement-linked
coefficient determined based on the level of performance three years after the beginning of theapplicable fiscal year. For the achievement-linked coefficient, the target ranges (0-200%) are set
based on the “business profit” from the viewpoint of profit growth and return on equity (ROE)from the viewpoint of maintaining the capital efficiency, out of the management benchmarks listed
in the Mid- to Long-term Business Plan.
・RS portion
The number of points (the “Number of RS Points”) to be granted to directors and added for eachfiscal year during the covered period is calculated by dividing the amount of pre-determined basecompensation with respect to each executive position by the share price as of the acquisition of
the Company’s shares by the Trust.

E) Matters regarding the method for determining the details of compensation for each directora) The determination of the specific details of the amount of base compensation and bonuses, bothof which are monetary compensations, to be paid out is delegated to the President andrepresentative director based on a resolution of the Board of Directors.
b) The payment level shall be deliberated by the Advisory Committee Relating to Nominations andCompensation for the appropriate exercise of the authority stated in a) above by the President andrepresentative director.

F) Other important matters relating to compensation for each Director
Regarding share-based compensation, the Company formulated “share delivery regulation” to26

(Translation)

handle repayment claims at an amount equivalent to the Company shares, etc. to be delivered, etc.
in the event that specific circumstances (improper conduct, etc.) occur.

[Support System for External Directors]
The Corporate Planning Dept. provides explanations and information required for the support ofexternal directors (excluding directors who also serve as Audit & Supervisory Committee Members).
In addition, the Company has established an Audit & Supervisory Committee Dept. and has appointed
full-time staff to support the execution of duties by the Audit & Supervisory Committee.

[Status of individuals that have retired from positions such as President]
Information including the names of counselors, advisors, etc., who previously held positions such as President
Form and Conditions ofName

Title and
Position

Description of Business

Employment(Full-time, Part-time, Paidor Unpaid, etc.)

–

–

–

–

Date of
Retirement
as President–

Total number of counselors, advisors, etc.,
who previously held positions such as–

President
Other Matters
The senior advisor system for the Nomura Real Estate Group is provided below.
[Overview of the Senior Advisor System]
・ Applicable to: Individuals with officer experience (Director, executive officer or Audit &Supervisory Board member)・ Selection Method: By resolution of the Board of Directors
・ Description of Business: 1. Providing advice regarding management and business and 2. Carryingout activities related to economic organizations, social contribution activities, etc. They will notparticipate in any management decision-making.

2.

Matters Related to Functions of Execution of Duties, Audit and Supervision, Appointment
and Decisions regarding Compensation, etc. (Outline of the Current Corporate Governance
System) Revised
1. Overview of Corporate Governance(1) Board of Directors
27

Term

–

(Translation)

The Board of Directors bears the responsibility of realizing effective corporate governance for all
shareholders, and through this, achieving sustainable growth of the Company and working tomaximize long-term corporate value. To fulfill this responsibility, the role of the Board of Directors is
to ensure the fairness and transparency of management by fully supervising management, and makethe best decisions for the Company through important business execution decisions, etc.
The Company’s Board of Directors comprises seven directors (excluding directors who serve as Audit& Supervisory Committee Members) (of which two are external directors) and six Directors who serve
as Audit & Supervisory Committee Members (of which four are external directors). The Company
elects diverse directors with various knowledge, experience and skills in order to ensure the necessarybalance and diversity as a holding company that manages companies that conduct business in various
areas.
In order to strengthen the supervisory function of the Board of Directors and realize highly fair andtransparent management, six out of the 13 directors are Independent External Directors.
The Board of Directors members of the Company are as follows.
Chairman: Eiji Kutsukake (Chair and Director)
Members: Eiji Kutsukake (Chair and Director), Satoshi Arai (President and Representative
Director), Daisaku Matsuo (Executive Vice President and Representative Director),
Makoto Haga (Executive Vice President and Representative Director), Hiroshi
Kurokawa (Director), Chiharu Takakura (Independent External Director), Yoshinori
Yamashita (Independent External Director), Hiroyuki Kimura (Director and Audit &Supervisory Committee Member), Yasushi Takayama (Director and Audit & Supervisory
Committee Member), Yoshio Mogi (Independent External Director and Audit &Supervisory Committee Member), Akiko Miyakawa (Independent External Director and
Audit & Supervisory Committee Member), Tetsu Takahashi (Independent External
Director and Audit & Supervisory Committee Member) and Aogi Suemura (Independent
External Director and Audit & Supervisory Committee Member)(2) Audit & Supervisory Committee
The Company has adopted an Audit & Supervisory Committee governance structure. The majority of
Audit & Supervisory Committee membership is comprised of Independent External Directors; and thecommittee monitors business management and performs audits utilizing the Company’s internal
control system. We have developed a system through which the Audit & Supervisory Committee
receives periodic reports on internal audits and results from the Internal Audit Dept., and has theauthority to ask directors, executive officers, and operating divisions of the Company and the Group
companies to report such matters when necessary. Audit & Supervisory Committee Members canattend the Company’s important meetings, including those of the Management Committee, gather
information on the business execution and express their opinions so that an effective system for audits28

(Translation)and supervision is secured.
The Audit & Supervisory Committee Members of the Company are as follows.
Chairman: Hiroyuki Kimura (Full-time)Members: Hiroyuki Kimura (Full-time), Yasushi Takayama (Full-time), Yoshio Mogi
(Independent External Director), Akiko Miyakawa (Independent External Director),
Tetsu Takahashi (Independent External Director) and Aogi Suemura (Independent
External Director)(3) Advisory Committee Relating to Nominations and Compensation
The Company has set up an Advisory Committee Relating to Nominations and Compensation, themajority of which are Independent External Directors, as an advisory organization to strengthen theimpartiality, objectivity and accountability of the functions of the board of directors in relation todecisions on director and executive officer nominations and compensation. The committee will discussmatters relating to the nomination of and compensation for directors and executive officers, successor
plan, policy for training, etc. and shall report the outcome of discussions to the Board of Directors.
The members of the Advisory Committee Relating to Nominations and Compensation of the Company
are as follows.
Chairman: Yoshinori Yamashita (Independent External Director)
Members: Yoshinori Yamashita (Independent External Director), Eiji Kutsukake (Chair andDirector), Tetsu Takahashi (Independent External Director and Audit & Supervisory
Committee Member) and Yoshio Mogi (Independent External Director and Audit &Supervisory Committee Member)(4) Management Committee
The Company has introduced a system of executive officers with an aim to strengthen Groupmanagement, to separate and enhance the business execution function from the decision-making andsupervisory functions. Each executive officer appointed by the Board of Directors is delegatedmanagement authority based on the Company’s internal rules and other stipulations to executebusiness under the direction of the President & Representative director and policies approved by the
Board of Directors of the Company.
The Management Committee, which is comprised of the Chief Executive Officer, Executive Vice
President and executive officers, determines certain matters regarding the execution of business at
overall group companies. Chair and director and directors who are Audit & Supervisory Committee
Members attend meetings of the Committee, where they express their opinions as necessary.
(5) Other Committees
Under the Management Committee, there are the following committees that discuss the Group’s
29

(Translation)

management policies, issues to be coped with, etc.
a. Budget Committee
For the compilation of budgets, preparation of Mid- to Long-term Business Plan and other matters,
the Committee discusses the planning, exercise and other matters regarding budgets and Mid- toLong-term Business Plan.
b. Risk Management Committee
With the aim of securing the continuity and stable development of business through the exercise ofrisk management, the Committee discusses matters in connection with internal controls, risks in theGroup’s management and other matters.
c. Sustainability Committee
The Committee discusses matters on the promotion of sustainability and others for the purpose of
establishing policies and plans and managing results regarding the promotion of sustainability,
deepening Group employees’ understanding and disclosing various information thereof.
d. DX Strategy Committee
The Committee discusses matters on DX strategy and investment plans for preparing the ICT baseand establishing information systems with the aim of establishing policies and plans regarding thepromotion of DX and improving the ICT environment and its effective use.
e. Human Resource, Wellness, D&I Committee
With the aim of promoting human capital strategies that are linked to business strategies and carryingout other measures, the Committee discusses matters related to Group-wide issues in terms of humanresources and the placement of the right persons in the right positions in each Group company(placement and promotion, development, and recruitment), matters related to developing working
environments (wellness and D&I), and other matters.
2. Internal Audit System and Status of Audits by Audit & Supervisory Committee(1) Internal Audit System
The Nomura Real Estate Group has established an internal audit department at each group company,
with the exception of some small companies. Each department is supervised under the direct
jurisdiction of the Group company president or an officer who does not hold an additional office in abusiness operations division, which allows the department to maintain organizational independence.
In addition, we have established the Group Internal Audit Dept. in the Company that, in collaboration
with the Accounting Auditor, supervises, monitors and evaluates the internal audit functions of theentire Group as well as auditing in each department / division within the Company. Also, a system isin place to report results of audits to the Board of Directors and the Audit & Supervisory Committee.
The details of the internal audit plan are reported to the Audit & Supervisory Committee, obtaining its
consent, and the Group Internal Audit Dept. also receives recommendations or instructions from theCommittee on changes to the internal audit plan, additional audits, investigations, etc., as necessary.
30

(Translation)

In formulating internal audit plans, a group-wide policy for internal audit operations has been
established, and each Group company drafts a three-year medium-term plan in accordance with thispolicy. In addition, efforts are made to maintain and improve the quality of internal audits throughinformation exchange, joint training, joint audits, personnel exchange, and other measures with Group
companies. The results of internal audits are reported to the Audit & Supervisory Committee on amonthly basis in principle and to the Representative Director and the Board of Directors on a quarterly
basis. The Group Internal Audit Dept. has a number of personnel with professional qualifications, suchas certified internal auditors, and Directors should consult with the Audit & Supervisory Committee
in advance regarding the appointment of the person in charge of this department.
(2) Status of Audits by Audit & Supervisory Committeea. Structure and operations of Audit & Supervisory Committee
The Audit & Supervisory Committee is comprised of six members, two Audit & Supervisory
Committee Members (full-time) and four Audit & Supervisory Committee Members (Independent
External Directors). In addition, one of the Audit & Supervisory Committee Members(Independent External Directors) was newly appointed at the 20th Ordinary General Meeting of
Shareholders held on June 21, 2024. The two full-time members were elected to strengthen theeffectiveness of audit and supervision functions through the collection of information fromdirectors (excluding directors who are Audit & Supervisory Committee Members), executive
officers, employees, etc., attendance at important meetings and close cooperation with the Internal
Audit Dept. The Audit & Supervisory Committee holds regular meetings prior to monthly Boardof Directors meetings with all Members attending the meetings. It also holds irregular meetings asnecessary. During the fiscal year ended March 2024, the Committee held 12 meetings.
Each of the monthly meetings took approximately three hours. After receiving audit reports fromthe Internal Audit Dept., reports on important meetings, including those of the Management
Committee, from the full-time Audit & Supervisory Committee Members, semiannually reports of
the operation status of internal reporting systems from the Group Legal & Compliance Dept. andquarterly financial reports from the Finance & Accounting Dept., the members of the Audit &Supervisory Committee, among other activities, exchanged opinions with Group CFO, executive
officer and supervisor of Management Division on a regular basis, received reports of what was
discussed at meetings of the Advisory Committee Relating to Nominations and Compensation, andconfirmed the details of those discussions.
The Company also adopts measures to enhance the effectiveness of audits, having established an
Audit & Supervisory Committee Dept. to support the execution of duties by the Audit &Supervisory Committee and appointed full-time staff dedicated to the department.

[Hiroyuki Kimura, Audit & Supervisory Committee Member (Full-time)]
31

(Translation)

Attendance rate at Audit & Supervisory Committee meetings in the fiscal year ended March
2024: 100% (12/12)
Career history: Hiroyuki Kimura has extensive experience in the Group, primarily in finance andaccounting, and is well versed in its business, as well as having a considerable degreeof knowledge concerning finance and accounting.
[Yasushi Takayama, Audit & Supervisory Committee Member (Full-time)]
Attendance rate at Audit & Supervisory Committee meetings in the fiscal year ended March
2024: 100% (12/12)
Career history: Yasushi Takayama has a considerable degree of knowledge concerning legal
affairs, finance and accounting as well as overseas business due to his extensive
business experience, primarily in legal affairs and finance, in the Nomura Group in
Japan and overseas.
[Yoshio Mogi, Audit & Supervisory Committee Member (External/Independent)]
Attendance rate at Audit & Supervisory Committee meetings in the fiscal year ended March
2024: 100% (12/12)
Career history: Yoshio Mogi has great knowledge, experience and profound insights concerning
global corporate management acquired through his many years working as a corporate
manager for a general trading company. In addition, he has a considerable degree ofknowledge concerning finance and accounting acquired through serving as CFO at the
aforementioned company.
[Akiko Miyakawa, Audit & Supervisory Committee Member (External/Independent)]
Attendance rate at Audit & Supervisory Committee meetings in the fiscal year ended March
2024: 100% (12/12)
Career history: Akiko Miyakawa has great knowledge, experience and profound insights as anexpert at accounting and auditing acquired through her many years working as a
Certified Public Accountant in Japan and overseas, in addition to serving as a partner ata major auditing firm.
[Tetsu Takahashi, Audit & Supervisory Committee Member (External/Independent)]
Attendance rate at Audit & Supervisory Committee meetings in the fiscal year ended March
2024: 100% (12/12)
Career history: Tetsu Takahashi has great knowledge, experience and profound insights as a legal
expert acquired through his many years working as a lawyer. In addition, he has
extensive experience and knowledge as an outside director and outside audit &supervisory board member at other companies.
[Aogi Suemura, Audit & Supervisory Committee Member (External/Independent)]
Elected on June 21, 2024
Career history: Aogi Suemura has great knowledge, experience and profound insights as an expert
32

(Translation)at accounting and auditing acquired through her many years working as a Certified
Public Accountant, in addition to serving as a partner at a major auditing firm.
b. Audit operations by Audit & Supervisory Committee
The Audit & Supervisory Committee, in accordance with the provisions of laws and regulations,
the Articles of Incorporation, and the Audit & Supervisory Committee’s Audit Regulations,performs the supervisory function with the Board of Directors, compiles basic audit plans eachfiscal year, and follows a basic policy of auditing the execution of duties by the Board of Directors
and the Executive Officers from the following perspectives.
(1) Whether the execution of business is in compliance with laws and regulations and the Articles
of Incorporation, and whether there are any significant inappropriate matters;(2) Whether the internal control system (including internal control over financial reporting)stipulated by the Board of Directors is appropriately developed and being operated effectively;(3) Whether the risk management and compliance systems of the Company and each Group
company functioning effectively; and(4) Whether corporate information including financial information is being disclosed in a timely
and appropriate manner.

In addition, the basic audit plan stipulates the following priority items for auditing during the fiscal
year ended March 2024.
(1) Whether business operations and management decisions are being carried out in an appropriatemanner in response to the increased and diversified business risks resulting from changes in theexternal environment and the expansion of the Group’s business portfolio ;(2) Whether the Company is carrying out instigating innovation that will transform the Group to‘Be a “Life & Time Developer,” as never seen before’, and is running its business in such a
way that enables these efforts.;(3) Whether a Group-wide human resources strategy has been formulated and put into practice toaccomplish the Company’s Mid- to Long-term Business Plan;(4) Whether the Company’s management being conducted to raise employee awareness ofsustainability and encourage them to take actions aimed at improving corporate value throughthe creation of environmental and social value;(5) Whether wellness management and diversity and inclusion are being appropriately promoted,
and whether an environment has been created in which all human resources can thrive.

The Audit & Supervisory Committee carries out audit operations using the following main methods
in accordance with the above basic policies and priority items for the fiscal year ended March 2024.
The Audit & Supervisory Committee compiles basic audit plans each fiscal year and audits the33

(Translation)

Group’s financial results, setting significant items and role sharing in the audit operations. Main
methods for audit activities are as follows.
(i)

Audit of decision-making and exercise of supervisory duties of Board of Directors
The Audit & Supervisory Committee Members confirm the decision-making process of
directors and legitimacy and validity of their decisions by attending meetings of the Boardof Directors, where they express necessary opinions and participate in resolutions.

(ii)

Attendance at important meetings, including those of Management Committee
With the aim of grasping the decision-making process of management policies and thesituation of business execution, mainly the full-time Audit & Supervisory Committee
Members attend important meetings, such as those of the Management Committee (46meetings), Budget Committee (nine meetings), Risk Management Committee (sevenmeetings), Sustainability Committee (three meetings), DX Strategy Committee (12meetings), Asset Strategy Committee (15 meetings), Wellness and D&I Committee (twomeetings; since April 1, 2024, Human Resource, Wellness, D&I Committee), and Overseas
Business Risk Committee (seven meetings) dividing their roles, and express necessary
opinions. The full-time Members explain the discussions made at those meetings at monthly
meetings of the Audit & Supervisory Committee.

(iii)

Reports on business execution from Directors and Executive Officers and exchange of
opinions with them
Mainly the full-time Audit & Supervisory Committee Members hold hearings with eachdirector and executive officer, requiring reports on the progress of management plans andthe situation of business execution and exchanging opinions with them. Particularly, theAudit & Supervisory Committee Members exchange opinions with Group CFO, executive
officer and supervisor of Management Division at its meetings.

(iv)

Exchange of opinions with President and Director, etc.
All Members of the Audit & Supervisory Committee hold gatherings for the exchange of
opinions with President and Director (Group CEO), etc. about management policies,
challenges to be tackled, risks surrounding the Company, situation of environmental
improvement for audits, important audit issues and other matters.

(v)

Regular reports from internal control departments
The Committee requires the Group Internal Audit Dept. and each corporate department(Finance & Accounting Dept. is described separately in the next paragraph) to make regular
reports to the Committee to confirm the status of the development and operation of theinternal control system and the status of corporate information disclosure system. In
particular, the Group Internal Audit Dept. is to report at meetings of the Audit & Supervisory
Committee. Receiving its explanations of internal audit plans, the Committee determines34

(Translation)

whether it is appropriate to agree with them. The Committee also advises or instructs theGroup Internal Audit Dept. to change the internal audit plans and conduct additional audits
or research. The Committee also receives reports on the results of internal audits andimprovements made thereafter and those on the conditions of internal control evaluation
associated with the reports on financial results at regular monthly meetings and on otheroccasions. Full-time Committee members receive monthly reports from the Group Legal &Compliance Dept., quarterly reports from the Group Human Resource Dept. and Group
Human Resources Development Dept., and semiannual reports from other corporate
departments (Corporate Planning Dept., Sustainability Promotion Dept., DX & Innovation
Management Dept., etc.) on the activities under their respective jurisdictions.
(vi)

Regular reports from finance & accounting departments
On occasion of quarterly financial results, the Audit & Supervisory Committee receives
reports on the Company’s and the Group’s financial positions from Group CFO at its
meetings and confirms whether information on financial affairs is properly disclosed. In
addition, while the Audit & Supervisory Committee Members exchange opinions withGroup CFO at the meeting (as stated previously), the full-time Members communicate withGroup CFO as necessary to provide advice and make proposals as needed.

(vii) Inspection of documents on important decisions
While the full-time Audit & Supervisory Committee Members inspect internal approval
documents and important contracts, they also explain documents presented at important
meetings (as stated previously), including those of the Management Committee, at monthly
meetings of the Committee.
(viii) Audits of subsidiaries
The full-time Audit & Supervisory Committee Members concurrently act as Audit &Supervisory Board Members at the Company’s subsidiaries. They attend Board of Directors
meetings, hear management policies, business conditions and others from directors and otherexecutives thereof and receive reports on audit conditions from other Audit & Supervisory
Board Members of each subsidiary. As necessary, they visit subsidiaries (including overseas
concerns) for on-the-spot audits.
(ix)

Hearings with general managers of departments
With the aim of grasping the situation of business execution at the Company, the full-time
Audit & Supervisory Committee Members hold meetings with the general managers of
departments as necessary to know about the management policies, business conditions,issues to be dealt with and other matters.

(x)Collaboration with Accounting Auditor
Apart from its monthly meetings, the Audit & Supervisory Committee holds six meetings
during a year. All of the Members attend the meetings and receive reports from the35

(Translation)

Accounting Auditor (Auditing Firm) about the outlines of its audit plans, quarterly reviews,
end of year audits, internal control audits in association with financial reporting and othermatters. By doing so and exchanging opinions with the Accounting Auditor, the Audit &Supervisory Committee confirms the adequacy of the methods and results of accounting
audits. Note that the Group CFO and the General Manager of Finance & Accounting Dept. aswell as the executive officer in charge of the Group Internal Audit Dept. and the General Managerof that department are in attendance at each reporting session of the audit plan, quarterly reviews
and audit results to promote information sharing and exchange of opinions. Along with this, theAudit & Supervisory Committee receives reports from the Accounting Auditor about thequality control system of accounting audits to secure the Accounting Auditor’s independence,compliance and other attributes and to ensure that the duties thereof are appropriately
exercised, and the Members exchange opinions and make confirmation in this regard. The
full-time Members also communicate with the Accounting Auditor as necessary.

36

(Translation)(Ref.: Progress Status of the Audit & Supervisory Committee and the Accounting Auditor in FY2023(date))
Apr.

May

June

July

Aug.

Sept.

Oct.

Nov.

Dec.

Jan.

Feb.

Mar.

All (Full-timeCommittee
Member +Part-time
Committee
Member)Explanationof the Audit

6/13

Plan
8/4

Report on
Quarterly

11/2

Review

2/7

Results
Pre-accountsettlement

3/25

opinionexchange
Audit
Result5/12

ReportFull-time
Committee
Members
Exchangeofinformation
andopinions

9/25(systemrevision,
KAM, etc.)

37

12/11

1/15

(Translation)＜Cooperation between the Audit & Supervisory Committee, Accounting Auditor, and Internal Audit
Dept. (Three-Phase Audit)＞
The Audit & Supervisory Committee, in conducting its auditing activities, strives for effective threephase audit mutual cooperation among the Audit & Supervisory Committee audits, Accounting
Auditor audits, and internal audits by the Internal Audit Dept., as described above.
＜Division of Roles between Full-time and Part-time Committee Members＞
The above audit activities can be summarized in terms of the division of roles between full-time andpart-time committee members as follows.

(i) Audit of decision-making and exercise of supervisory
duties of Board of Directors(ii) Attending Management Committee meetings andother important meetings(iii) Reports on business execution from Directors andExecutive Officers and exchange of opinions with them(iv) Exchange of opinions with the President andDirector, etc.

Full-timePart-time

●

●

●

▲

●

▲

●

●

●

●

(v) Regular reports from the internal control departments,
etc.
Group Internal Audit Dept.

Corporate departments (Finance & Accounting
Dept. in (vi))(vi) Regular reports from the finance & accounting
departments

●

●

●

(vii) Inspection of documents on important decisions
Documents for approval, important contracts, etc.
Documents for Management Committee meetingsand other important meetings●●(viii) Audits of subsidiaries●(ix) Hearings with general managers of departments●●(x) Collaboration with Accounting Auditor
Meetings reporting on audit plans, quarterly
reviews, and audit results
Exchange of information and opinions as needed*Note: ▲ attendance in some of the meetings as needed
38

●
●

●

(Translation)c. Specific items on agenda at meetings of Audit & Supervisory Committee
Items discussed and resolved during the fiscal year ended March 2024
During the fiscal year ended March 2024, the Audit & Supervisory Committee considered,discussed and determined the following items. There were 12 items for resolution, including theitems below, and 44 items for report (the main items for report are listed in (2) a. above). For someof the resolution items (five items), we are making careful decisions by debating them at multiplecommittee meetings without taking a vote at the committee meeting prior to the committee meetingthat decides on resolution items.
(About structure and operations of Committee)

Agreed with the Company’s proposal on the election of a director who is an Audit &Supervisory Committee MemberElected Committee Chairman and full-time Members(About Committee’s audits)Compiled basic audit plans

Agreed with the Group Internal Audit Dept.’s internal audit plansPrepared an audit reportPrepared audit findings by the Audit & Supervisory Committee(About Accounting Auditor)


Agreed with compensation, etc. for the Accounting Auditor

Determination of suitability for reappointment based on the assessment of the Accounting
Auditor(About nomination, compensation, etc. of directors)


Determined opinions about the election, compensation, etc. of directors who are not Audit &Supervisory Committee Members

Sustainability-related items on agenda
The Audit and Supervisory Committee believes that promoting business activities under a longterm vision for realizing a sustainable society is a core element of being a corporate group that
continues to be chosen by stakeholders, including customers, investors, and employees. From thisperspective, in the fiscal year ended March 2024, we set sustainability-related items as priority
items for auditing (see (2) b. priority items for auditing (4) above), and full-time committee
members attended the Sustainability Committee, a subordinate body of the Management
Committee, and reported the contents of discussions at the monthly Audit and Supervisory
Committee meetings (see (2) b. Audit operations by Audit & Supervisory Committee (ii)
Attendance at important meetings, including those of Management Committee above) and39

(Translation)exchanged opinions. In addition, full-time committee members requested reports on the status ofpromotion from the executive officer in charge of sustainability promotion and exchanged
opinions (see (2) b. Audit operations by Audit & Supervisory Committee (iii) Reports on businessexecution from Directors and Executive Officers and exchange of opinions with them above),and received semiannual reports on the status of activities from the General Manager of the
Sustainability Promotion Department (see (2) b. Audit operations by Audit & Supervisory
Committee (v) Regular reports from internal control departments above). Through these
activities, the Audit and Supervisory Committee examined the “Priority issues (materiality) for2030” identified to realize the Group's Sustainability Policy (vision for 2050) from theperspective of whether both the areas of "climate change and the natural environment" and"society and employees" are being promoted without bias, and whether awareness ofsustainability is being appropriately raised among employees actually responsible for individual
business activities, and the Audit and Supervisory Committee reflected the results in its audit
findings (matters discussed and resolved during the fiscal year ended March 2024 as mentioned
above) and reported them to the Board of Directors.
Discussions on KAM
With regard to the “Key Audit Matters,” which are stated in the Audit Report of the Accounting
Auditor in accordance with the Financial Instruments and Exchange Act, the Audit & Supervisory
Committee hold discussions with the Accounting Auditor while confirming the status of the audit
throughout the year, from the time the Accounting Auditor formulates the audit plan for the fiscal
year ended March 2024, through the time when the results of the quarterly reviews are reported,etc., and up to the time when the year-end audit results are reported, in order to share recognition.
(3) Accounting Auditsa. Name of auditing firm
Ernst & Young ShinNihon LLC
The Company appointed Ernst & Young ShinNihon LLC as the Accounting Auditor pursuant to
the Companies Act.

b. Consecutive period of auditing
Since June 2004

c. Certified Public Accountants involved in auditing
Certified Public Accountant/ Designated and Engagement Partner Toshihiro Morishige
Certified Public Accountant/ Designated and Engagement Partner Kenji Sato
Certified Public Accountant/ Designated and Engagement Partner Masahiro Yawata
40

(Translation)

Ernst & Young ShinNihon LLC takes measures to ensure that Engagement Partners do not continue
their involvement in NREH accounting audits for more than seven consecutive accounting periods(five accounting periods for Head Engagement Partners at listed companies).
d. Assistants involved in auditing
Certified Public Accountants: 8/ Part-qualified Accountants, etc.: 8/ Other: 13
e. Policy and reasons for selection of Accounting Auditor
The Audit & Supervisory Committee has appointed an auditing firm based on the regulations
stipulated by the Audit & Supervisory Committee and the criteria for evaluation and appointmentof the Accounting Auditor.
If the Accounting Auditor is recognized as falling under any of the items listed in Article 340,
paragraph (1) of the Companies Act, the Accounting Auditor shall be dismissed with the unanimous
consent of all Audit & Supervisory Committee Members. In addition, notwithstanding the above,
if it is recognized that the Accounting Auditor’s fulfilment of appropriate auditing would be
difficult due to the occurrence of reasons that compromise the eligibility or independence of the
Accounting Auditor, the Audit & Supervisory Committee shall propose the dismissal or nonreappointment of the Accounting Auditor, and the appointment of a new Accounting Auditor at a
General Meeting of Shareholders.
The Audit & Supervisory Committee ensures the appropriateness of the procedures for evaluation
and appointment of the Accounting Auditor, and prepares for the cases where the Company needs
to appoint the new Accounting Auditor. On a regular basis, the Company requests businessproposals for accounting audits from the major auditing firms, and evaluates each businessproposal through interviews, questions, etc., focusing on the quality control system andindependence of the auditing firm, the audit implementation system, etc., and the estimated amountof audit fees.
f. Evaluation of the Accounting Auditor by the Audit & Supervisory Committee
The Audit & Supervisory Committee discusses and determines the appropriateness ofreappointment of the Company’s Accounting Auditor and the team engaged in the audit each year
after it obtains necessary information and receives reports from the Accounting Auditor andconsiders the execution conditions of its duties (including the execution conditions in the previous
fiscal years).
Based on the criteria for evaluation and appointment of the Accounting Auditor, the Audit &Supervisory Committee judges it proper to reappoint the current auditing firm after having
performed an evaluation from the aspects of the auditing firm’s quality management conditions,
independence of the audit team in charge of the Company and expression of its professional41

(Translation)

skepticism, appropriateness of audit fees, effectiveness of communication between management
and the Audit & Supervisory Committee and response to fraud risks.
(4) Liability Limitation Agreement
The Company has executed liability limitation agreements in Article 423, paragraph (1) of theCompanies Act with directors other than executive directors including Eiji Kutsukake, Hiroyuki
Kimura, Yasushi Takayama, Yoshio Mogi, Akiko Miyakawa, Tetsu Takahashi, Chiharu Takakura,
Yoshinori Yamashita, and Aogi Suemura under the provision of Article 427, paragraph (1) of theCompanies Act. The maximum amount of liability under said agreement is the sum of the amounts
specified in the provisions of Article 425, paragraph (1) of the Companies Act. Moreover, the liability

limitation is valid only when said directors other than executive directors perform their
responsible duties in good faith and without gross negligence.
3.

Reason for Selecting the Current Corporate Governance System
The Company has adopted an Audit & Supervisory Committee governance structure. The Company
grants directors who are also Audit & Supervisory Committee Members voting rights at the Board
Meetings, which enhances audit and supervision functions.
Furthermore, by accepting a number of external directors and establishing an Advisory Committee
Relating to Nominations and Compensation the Company will strengthen the supervisory function of
the Board of Directors and realize highly fair and transparent management, and the Company has alsoestablished risk management, compliance and internal audit systems, each of which report regularly
to the Board of Directors. Such reports enable the Board to effectively supervise the execution ofbusiness operations by directors and executive officers.

42

(Translation)

III. Measures for Shareholders and other Stakeholders
1.

Vitalization of Shareholders’ Meetings and Facilitating the Exercise of Voting Rights
Supplementary information
Announcement of general shareholders’ meeting is generally
Early delivery of notice ofdelivered earlier than the legal term (2 weeks prior to the date of

convocation of general

meetings).

shareholders’ meetings

In 2024, announcements were sent on May 31 for the meetingscheduled to be held on June 21.
Since the June 2010 general shareholders’ meeting, NREH has

Exercise of voting rights

allowed the exercise of voting rights via the Internet through an

by electronic meanselectronic voting platform for institutional investors operated by the
ICJ.

Provision of notice ofSince the general shareholders’ meeting held in June 2017, NREH

convocation in English

has also announced meetings in English.

Other

2.

NREH announces general shareholders’ meetings on its official
website in both Japanese and English.

Investor Relations Activities
Explanation by
Supplementary information

an NREH
representative

NREH provides accurate, fair, timely, and accessible
financial statements and information regarding
corporate strategy, and posts its “Disclosure Policy”
on its official website and “V. Others 2. Other
Creation andannouncement ofDisclosure Policy

Matters Related to Corporate Governance System,etc.” of this report. Furthermore, NREH complies
with the “Fair Disclosure Rules” based on the
Financial Instruments and Exchange Act, working toprovide fair information disclosure.
Disclosure Policy: https://www.nomura-rehd.co.jp/english/ir/management/disclosure_policy.ht
mlHolding regular meetings
for individual investors

NREH regularly holds company information
sessions for individual investors through IR events,
online seminars and other methods held by securities
43

No

(Translation)companies, etc.
NREH regularly holds earnings briefings at the timeof announcing annual and semi-annual results. The
representative delivers an overview of earnings
Holding regular meetings
for analysts andinstitutional investors

results and explains corporate strategy, and thestreaming of earnings briefings is provided on the
Company’s website. NREH also conducts aYes

conference call on the days when quarterly earnings
results are announced, briefing sessions for businessactivities and property tours to help analysts andinvestors to better understand the Company.
Although NREH does not hold regular meetings forforeign investors, it regularly provides financial
closing information and streaming of earnings

Holding regular meetings
for foreign investors

briefings in English for foreign investors. In
addition, company representatives or directors

Yes

engage in dialogues with foreign investors to explain
its business and financial strategies and promote
their understanding through visits to their offices andconferences hosted by securities companies.
The Company’s website provides financial
information, timely disclosure documents, and theDisclosure of IR materials

streaming of earnings briefings and general meetingon the website

of shareholders.
Investor Relations: https://www.nomura-rehd.co.jp/english/ir/
NREH has Corporate Communications Dept. with

Establishment of IR
department (officer)

full-time staff in charge in order to provide accurate,
fair, timely, and accessible financial statements andinformation regarding corporate strategy andfinancial information.

3.

Status of Approaches to Prioritizing Stakeholder Interests
Supplementary information
Internal regulations for

The management structure of the Nomura Real Estate Group is

the prioritization ofdesigned to maximize stakeholder trust and satisfaction through thestakeholder interests

timely publication of corporate information, the pursuit of44

(Translation)

environmentally-friendly business activities, and social contributions
guided by the Nomura Real Estate Group Code of Action.
NREH established its Sustainability Committee and Sustainability
Management Dept. with the goal of enhancing the effectiveness ofsustainability activities throughout the entire Group. NREH alsoestablished “Priority issues (materiality) for 2030”: “Diversity &Promotion ofinclusion”, “Human rights”, “Decarbonization”, “Biodiversity” andenvironmental“Circular design” to realize“Earth Pride,” our Sustainability Policy

protection activities and(vision of 2050). Activities to create value in society based on these

CSR activities

issues are reported both internally and externally in NREH
Sustainability Reports.
Sustainability Reports: https://www.nomura-rehd.co.jp/english/sustainability/download/index.html
NREH realizes its responsibility to continue growing with its
customers and contributing to the society it serves through thedevelopment of social capital in the form of high quality housing andoffice buildings, and the provision of diverse real estate services.

Other

In order to achieve this mission, NREH focuses on the realization ofhigh profitability and growth, as well as the continued improvement ofcorporate value throughout the entire Group.
NREH also prioritizes the timely and fair provision of useful
information, including matters that are not subject to statutory
disclosure, through our website and via financial results briefings.

IV. Internal Control System
1. Basic Concept and Status of the Internal Control System Revised
1. Ensuring Director and Executive Officer Compliance with Laws, Regulations, and Articles ofIncorporation(1) The NREH Board of Directors established the Nomura Real Estate Group Code of Action as a
guide to individual employee behavior in achieving maximum stakeholder trust and satisfaction, andin making meaningful contributions to society. Directors and executive officers shall take the initiativein ensuring compliance with the Code of Action.
(2) The NREH Board of Directors established Board of Directors Regulations and the Regulations
Primarily Regarding Organizations and Resolutions to govern discussions and reporting at Board
Meetings. Directors and executive officers shall execute business in accordance with these Regulations.
45

(Translation)(3) The execution of business by directors and executive officers shall be audited by the Audit &Supervisory Committee.
2. Handling and Retention of Information regarding Business Execution of Directors and Executive
Officers
Information Security Provisions have been established to stipulate the handling and retention ofshareholder and board meeting minutes, and other documents related to the execution of business bydirectors (excluding those who serve as Audit & Supervisory Committee Members) and executive
officers so that directors and executive officers may access it when necessary.
3. Regulations on Risk Management for Loss and Other Systems(1) The Board of Directors shall exercise overall control of risk management in accordance with the
Risk Management Regulations, develop a system to ensure effective mutual check functions, allocate
appropriate personnel, provide education for the cultivation of human resources, emphasize theimportance of risk management to all employees, and create appropriate measures to prevent risk.
(2) To deliberate on management risks, NREH has designated Management Committee as the entity
responsible for integrated risk management, and has established Risk Management Committee under
the Management Committee consisting of directors and executive officers of the Company and otherGroup companies designated by the Board of Directors to periodically monitor, assess, and analyzerisks, and discuss basic principles for the establishment of measures to prevent risks that may occur
during corporate management and business expansion, to respond when risks develop, and to prevent
recurrence in accordance with the Risk Management Regulations and the Rules Regarding Meeting
Structure. Also, the Company established the Group Risk Meeting, which is composed mainly of
directors and executive officers from several group companies that were designated by the Chairmanof the Risk Management Committee, and shares risk information and relevant policies throughout thegroup.
The Risk Management Committee and the Group Risk Meeting shall in principle meet every othermonth or when necessary and shall report the content of discussions to the Board of Directors greaterthan once every six months.
(3) When a time-critical risk is identified, Executive officers and managers of NREH Departments incharge of risk management, PR, management of related companies, corporate administration, andfinance at the Group companies stipulated by the Risk Management Regulations, as well as the
Chairman of the Risk Management Committee shall discuss and determine basic principles formeasures in accordance with the Risk Management Regulations, and NREH and its group companies
shall respond in line with these basic principles.
4. Ensuring Efficiency in the Execution of Business by Directors and Executive Officers
46

(Translation)(1) To facilitate decisions regarding the business, certain matters determined by resolution of the Boardof Directors shall be approved by the Management Committee or other internal approval system.
(2) To enhance Group management, an executive officer system shall be established to divide roles
into management and business execution.
(3) The Board of Directors shall appoint executive officers for the execution of Company business.
Individual executive officers shall execute business within the scope and content of duties based oninternal regulations and in accordance with Company policies determined by the Board of Directors,
decisions made by the Management Committee and the directions of the Chief Executive Officer.
(4) The Board of Directors shall create annual budgets and medium-term business plans, and perform
monthly progress management. The results of monthly progress management shall be reviewed andreflected to the business.
5. Ensuring Employee Compliance with Laws, Regulations, and Articles of Incorporation
As a holding company, NREH established the following system to ensure compliance throughout theentire Group.
(1) NREH established the Nomura Real Estate Group Code of Action as a guide to individual
employee behavior in achieving maximum stakeholder trust and satisfaction, and in making
meaningful contributions to society. NREH shall ensure that all employees comply with the Code of
Action.
(2) NREH established the Risk Management Committee and Group Legal & Compliance Dept. andpromotes continual education and enlightenment activities to increase awareness of compliancethroughout the entire Group for officers and employees.
(3) NREH established the Nomura Real Estate Group Helpline as an internal reporting system for use
throughout the group companies. Consultation services are available at both internal (the Group Legal& Compliance Dept. and Chairman of the Risk Management Committee) and external (NREH lawyer
and outsourcing contractors) locations. In addition, NREH shall impose a duty of confidentiality on
those involved in Helpline operations (including persons cooperating in investigations), and shall nottreat whistleblowers disadvantageously because of the fact that they have made a report.
6. Ensuring Appropriate Business Execution by Group Companies including NREH, its Parent
Company, and Subsidiaries
Nomura Real Estate Group consists of NREH and its subsidiaries. The Group established the following
structures to ensure appropriate business execution.
(1) NREH established the Nomura Real Estate Group Code of Action as a guide to individual
employee behavior in achieving maximum stakeholder trust and satisfaction, and in making
meaningful contributions to society. NREH shall ensure that all employees comply with the Code of
Action.
47

(Translation)(2) NREH established a Management Committee to discuss important matters regarding Groupmanagement, issues related to execution of business at overall group companies as well as risks
concerning to Group management, and to determine issues related to execution of business at overall
group companies. Through these efforts, it aims to unify the Group’s management intentions.
(3) NREH established the Risk Management Committee to discuss disaster risks and internal risks
over the entire Group and to promote the sharing of information.
(4) NREH has established Group Organizational Management Regulations that require groupcompanies to discuss with or report to NREH in advance when determining important matters.
(5) NREH established the Group Internal Audit Dept. to review the internal audits performed by groupcompanies to ensure compliance with Internal Audit Regulations and promote the maintenance andimprovement of audit quality throughout the entire Group.
(6) NREH established the Sustainability Committee and the Sustainability Management Dept. andpromotes continual education and enlightenment activities to increase awareness of sustainability and
ESG throughout the entire Group.
(7) NREH established the Nomura Real Estate Group Risk Helpline as an internal reporting system
for use throughout the group companies. Consultation services are available at both internal (the Group
Legal & Compliance Dept. and Chairman of the Risk Management Committee) and external (NREH
lawyer and outsourcing contractors) locations. In addition, NREH shall impose a duty ofconfidentiality on those involved in Helpline operations (including persons cooperating ininvestigations), and shall not treat whistleblowers disadvantageously because of the fact that they havemade a report.
7. Ensuring the Reliability of Financial Reporting
NREH established common Internal Control Regulations for Financial Reporting for group companies
in accordance with the Financial Instruments and Exchange Act and other related laws to ensure thereliability of Nomura Real Estate Group financial reporting, and to perform and evaluate theeffectiveness of internal control regarding financial reporting.
8. Matters regarding Directors and Employees who support the execution of duties by the Audit &Supervisory Committee/ Matters regarding the independence of the relevant Directors and Employees
from Other Directors (excluding those who serve as Audit & Supervisory Committee Members)/
Matters regarding assurance of the effectiveness of instructions by the Audit & Supervisory Committee
to the relevant Directors and Employees
NREH established Audit & Supervisory Committee Dept., to assist Audit & Supervisory Committee,
and assigns Employees to perform duties in accordance with the directions and orders issued by Audit& Supervisory Committee Members. The directors shall obtain the consent of the Audit & Supervisory
Committee Members designated by the Audit & Supervisory Committee with respect to personnel48

(Translation)changes regarding such employees.
9. Systems designed to enable Directors, Executive Officers and Employees to report to Audit &Supervisory Committee, systems concerning reporting to Audit & Supervisory Committee from
Directors, Executive Officers, Audit & Supervisory Board Members and Employees at subsidiaries or
those who receive reports from such Directors, Executive Officers, Audit & Supervisory Board
Members and Employees at subsidiaries, and systems to ensure the prevention of prejudicial treatmentof the relevant informants(1) When matters arise that may result in significant damage to NREH or Group companies or violate
laws or the articles of incorporation arise, directors, executive officers and employees at NREH and
the Group companies, and Audit & Supervisory Board members at the Group companies shallimmediately report such to Audit & Supervisory Committee.
(2) The Group Internal Audit Dept. shall report to the Audit & Supervisory Committee the results ofinternal audits and their improvements, and evaluations of the internal control related to financial
reports.
(3) Upon request from the NREH Audit & Supervisory Committee Members designated by the Audit& Supervisory Committee, directors, executive officers, and employees of the Company and the Group
companies shall report the status of business at their respective companies.
(4) The Risk Management Committee Chairman shall report the content of reports submitted to the
Nomura Real Estate Group Helpline to the Audit & Supervisory Committee Members designated by
the Audit & Supervisory Committee.
(5) Informants described in (1) to (4) above shall be protected against prejudicial treatment.
10. Matters concerning policies on the handling of expenses or debts resulting from the execution of
the duties by Audit & Supervisory Committee Members, including procedures for the advancepayment or indemnification of expenses
NREH shall bear the expenses for the execution of duties by Audit & Supervisory Committee
Members. The Audit & Supervisory Committee may hire lawyers, public accountants, consultants, orother external advisors as necessary to execute audits.
11. Ensuring Effective Auditing by the Audit & Supervisory Committee(1) Audit & Supervisory Committee shall periodically exchange opinions with the President.
(2) Audit & Supervisory Committee Members shall share the responsibility of participating inimportant meetings, such as Management committee and others, to gather information and express
opinions on the execution of business.
(3) Audit & Supervisory Committee Members designated by the Audit & Supervisory Committee may
question the Company and its Group companies about explanations or reports on the execution of49

(Translation)

duties and investigate the state of business and finances when necessary.
(4) The Audit & Supervisory Committee shall promote close cooperation with the Accounting Auditor
and the Group Internal Audit Dept. through the periodical exchange of opinions and information on
audits.
(5) The Group Internal Audit Dept., shall obtain consent of the Audit & Supervisory Committee forthe establishment of internal audit plans. In addition, the Audit & Supervisory Committee may provide
the Group Internal Audit Dept., advice and instructions on changes in internal audit plans, additional
audits, and necessary surveys, etc., when necessary.
(6) Directors shall consult with the Audit & Supervisory Committee in advance with respect to changes
in responsible personnel at the Group Internal Audit Dept.

2. Basic Policy regarding the Exclusion of Anti-social Forces
In its Code of Action, which Group officers and employees must adhere to, the Nomura Real EstateGroup has established the “Exclusion of anti-social forces,” which is a basic policy that rejects all
relationships with anti-social forces.
Nomura Real Estate Group Code of Action, Article 29 (Exclusion of anti-social forces)
Nomura Real Estate Group rejects all relationships with anti-social forces or groups that pose a threat
to social order and security, or impede fair economic activities.
In addition, Nomura Real Estate Group not only refuses business transactions with these forces andgroups, but also takes a resolute stance against any unreasonable demands and rejects them altogether.
In terms of specific action in accordance with this basic policy, the Group has prepared a manual andestablished internal structures including an administrative department to promote organized responses
together with appointing managers for preventing illegitimate demands. The Group also engages in
specific responses to prevent anti-social forces becoming involved with management activities and toprevent any damage from being caused by these forces, working appropriately in consultation withspecialized external agencies such as lawyers and the police, and forming links with them.

V. Others
1. Adoption of Takeover Defense Measures
Adoption of Takeover Defense Measures

None

Supplementary Information50

(Translation)―
2. Other Matters Related to Corporate Governance System, etc.
Disclosure Policy
1. Corporate Policy regarding Timely Disclosure
Nomura Real Estate Group strives to disclose important information to shareholders and investors ina timely, accurate, and fair manner with the goal of fulfilling our social responsibility in accordancewith the Group Philosophy and Code of Conduct.

2. Internal System for Timely Disclosure(1) The Collection of Information
The Chief Information Officer (the responsible Corporate Executive in the Corporate Communications
Dept.) collects information from the person in charge in each department / division via theorganizational unit in charge of information collection (Corporate Planning Dept.) on a centralizedbasis. The Chief Information Officer collects group-company information from the person responsible
for the handling of information at each group company via the organizational unit in charge of
information collection (Corporate Planning Dept.). The Chief Information Officer collects all criticalfacts via the Chairman of the Risk Management Committee.
(2) Determination of Need for Disclosure
When the determination of the need for disclosure of information collected through the abovementioned internal system is required, the Chief Information Officer (the responsible Corporate
Executive in the Corporate Communications Dept.), where appropriate, organizes an information
disclosure examination team consisting of the General Managers and Corporate Executives in therelevant departments, and discusses the need for and content of disclosure and reports to the President.
(3) Timely Disclosure
The organizational unit in charge of timely disclosure (the Corporate Communications Dept.) discloses
information by order of the Chief Information Officer when disclosure is required in accordance with
the Timely Disclosure Rules or is determined to be necessary for other reasons. To facilitate timely
disclosure, the organizational unit in charge of timely disclosure creates documents to be released andreleases the required information upon approval from the Chief Information Officer. Furthermore,
NREH complies with the “Fair Disclosure Rules” based on the Financial Instruments and ExchangeAct, working to provide fair information disclosure.
3. Monitoring of the Timely Disclosure System
NREH has established the Group Internal Audit Department to monitor the operation of the abovementioned timely disclosure system. Audit & Supervisory Committee Members, who are selected by
51

(Translation)

the Committee, ensure whether the timely disclosure system is functioning appropriately by attending
major meetings including the Board of Directors’ Meeting, hearing of reports from directors, andinspecting documents.
Under the system described above, the Company strives to the accuracy and adequacy of theinformation to be disclosed.

52

(Translation)<Corporate Governance System>

53

(Translation)< Timely Disclosure System >President

Information Disclosure
Screening Team

Formed asneeded(Made up of general managers, executive officers
and others responsible for related departments)

Risk Management
Committee Chairman

Incidents withsignificant urgency

ReportReportTokyo Stock Exchange
Person responsible for information handling(Executive officer in charge of the
Corporate Communications Dept.)

ReportReportDepartment responsible for informationcollection （Corporate Planning Dept.）
ReportDepartments of Nomura
Real Estate Holdings, Inc.

54

Group companies

Instruction

Timely disclosure

Department responsible fortimely disclosure(Corporate
Communications Dept.)