To Our Shareholders
Our Policy on Constructive Dialogue with Shareholders and Other Stakeholders
The Bank has established the following “Policy on Constructive Dialogue with Shareholders and Other Stakeholders”
as follows, for the purpose of promoting an accurate understanding and evaluation of the Bank’s management
policies, financial standing, and other matters, through the exchange of opinions and communication (hereinafter“dialogue”) with shareholders, investors, etc. (hereinafter “shareholders, etc.”).
1. Realizing constructive dialogue with shareholders and other stakeholders
The officer in charge of the Bank’s corporate communication shall supervise dialogue with shareholders, etc., andshall endeavor to realize constructive dialogue within reasonable limits by, for example, appropriately determining
on a case-by-case basis the staff members to engage in dialogue (hereinafter “interlocutors”) based on theintentions of shareholders, etc. and their main concerns.
2. System for promoting constructive dialogue
In order to promote constructive dialogue with shareholders, etc., the Bank will provide accurate and sufficient
information to interlocutors in cooperation with the General Planning & Coordination Division and otherheadquarters divisions.
3. Enhancing methods of dialogue
The Bank will strive to enhance methods of dialogue by holding individual meetings and teleconferences, etc. inaddition to corporate briefings for institutional investors, individual investors, and clients by region.

The Bank establishes internal rules for appropriate information disclosures and the prevention of insider trading,
and will thoroughly manage insider information when engaging in dialogue with shareholders, etc.

Approach to disclosures
Compliance with laws, regulations, etc.
The Bank conducts disclosures in accordance with the Banking Act, the Financial Instruments and Exchange Act,
other laws and regulations, and the timely disclosure rules stipulated by the Financial Instruments Exchange.
In particular, we recognize that disclosure newsletters under the Banking Act and securities reports under the
Financial Instruments and Exchange Act are important statutory disclosure documents that disclose the status of theBank’s operations and assets to shareholders, investors, and clients.

Bank Data

Financial Section

Method of information disclosure
Explanations at corporate briefings
We hold corporate briefings for institutional investors and individual investors.
■ No. of attendees at corporate briefings for institutional investors: 74 (Dec. 2021)*, 53 (Jun. 2022)*■ No. of attendees at corporate briefings for individual investors: 1,079 (Jan. 2022), 1,197 (Jul. 2022)*‌The corporate briefing for institutional investors in December 2021 was held online, and the corporate briefing for institutional investors
in June 2022 was held in person.

Announcements to news media
We release management information to the media through press conferences and press releases.

Publication of public relations materials, etc.
While not statutorily required, we prepare and release public relations materials, etc.

Website postings
The following materials are available on the Bank
website for anyone to view.
・Disclosure newsletters
・Integrated reports

・Mini disclosure newsletters (sales reports)
・Securities reports / Quarterly reports

七十七銀行 ミニディスクロージャー誌

・‌Brief financial results / Quarterly brief financial
results

R

Proﬁle77Group
しちじゅうしち

名称 ・・・・・・・・・・・・・・・・・・・・・・・・ 株式会社七十七銀行
英文名称 ・・・・・・・・・・・・・・・・・・ The 77Bank, Ltd.
本店 ・・・・・・・・・・・・・・・・・・・・・・・・ 仙台市青葉区中央三丁目3番20号

・Corporate briefing materials
・News releases（明治11年）
12月9日
創業 ・・・・・・・・・・・・・・・・・・・・・・・・ 1878年
資本金 ・・・・・・・・・・・・・・・・・・・・・ 246億円
従業員数 ・・・・・・・・・・・・・・・・・・ 2,673人（本支店137、出張所6）
店舗数 ・・・・・・・・・・・・・・・・・・・・・ 143
・・ 単体10.01％
自己資本比率（国内基準）

連結10.27％
総資産 ・・・・・・・・・・・・・・・・・・・・・ 10兆6,660億円
預金・譲渡性預金 ・・・・・・・・ 8兆8,464億円
貸出金 ・・・・・・・・・・・・・・・・・・・・・ 5兆3,402億円■七十七リース■七十七信用保証■七十七証券■七十七リサーチ＆コンサルティング■七十七パートナーズ■七十七キャピタル

リース業務

金融商品取引業務

ファンド運営業務

信用保証業務

調査研究業務■七十七カード

クレジットカード業務

七 十 七 グルー プ は 、地 域 社 会 の 繁 栄 のため 、

5. Managing insider information

Corporate Governance

最 良 のソリューションで 感 動 と 信 頼 を 積 み 重 ね 、

officer in charge of such dialogue as necessary.

Business Strategy

活 躍 のフィールド を 切 り 拓いていく

business operations by providing appropriate internal feedback, for example by reporting such opinions to the

Sustainability Promotion

リ ー ディングカンパニー を 目 指 し ま すRegarding the opinions, etc. expressed in dialogue with shareholders, etc., the Bank will strive to improve its

Top Message

ステー クホルダ ー と と もに 、宮 城・東 北 か ら

4. Feedback of the opinions of shareholders, etc. to the Bank

Value Creation Story

コンサルティング業務

Contents

ファンド運営業務

01 頭取メッセージ

2022年6月
発行 株式会社七十七銀行 総合企画部 企画課
電話 022-267-1111（代）

02 「 Vision 2030 」～未来を切り拓くリーディングカンパニー～

さらに詳しい内容については、七十七銀行のホームページをご覧ください

03 顧客満足度ナンバーワン戦略
05 生産性倍増戦略
06 地域成長戦略

https://www.77bank.co. jp/

08 企業文化改革戦略
09 2022年度「SDGｓ実践計画」

環境負荷の軽減に努めています

10 SDGｓへの取組み
11 業績ハイライト
見やすいユニバーサルデザイン
フォントを採用しています。

13 株式情報14 七十七の店舗ネットワーク

・Integrated report

Policy of Return of Profits to Shareholders
Based on “Vision 2030,” which was launched in April 2021, from the perspectives of building strong financial
foundations by improving customer satisfaction and productivity as well as the early-stage realization of our mission to
our shareholders, “Offer growth and returns together with the 77 Bank Group,” in January 2022, we formulated apolicy of return of profits to shareholders which sets the continuation of stable dividends and specific goals.

Policy of Return of Profits to Shareholders

In addition, the “timely disclosure” of important corporate information that complements these materials isappropriately conducted in accordance with the rules of the Financial Instruments Exchange in order to provide theThe basic policy of the Bank in this regard is to continue to distribute steady dividends while taking factors such

most up-to-date corporate information in a prompt, accurate, and fair manner.

as its public character as a bank business and the preservation of the soundness of its management into

Furthermore, at the Bank we proactively hold corporate briefings and voluntarily disclose various financial data inorder to provide timely and appropriate information to shareholders and investors.

consideration. Additionally, based on the premise of strengthening its financial foundation, the Bank will proceed
to gradually elevate its divided ratio relative to net income attributable to owners of the parent with a target of
30% by FY2030 as it aims to improve shareholder returns and capital efficiency.

56

THE 77 BANK INTEGRATED REPORT

57

Governance Structure

Value Creation Story

Top Message

Sustainability Promotion

Managing Director

Board of Directors and Audit & Supervisory Committee Members (As of July 31, 2022)

Business Strategy

Yoshikazu Onodera

Apr. 1985 Joined the Bank
Jun. 2014	‌Executive Officer and General
Sep. 2007	‌General Manager, Hachimanmachi
Manager, General Planning &Branch, the Bank
Coordination Div., the Bank
Mar. 2009	‌General Manager, Yoshioka Jun. 2016	‌Director, Executive Officer
Branch, the Bankand General Manager,
Ishinomaki Branch andJun. 2011	‌General Manager, Operations
Minato Branch, the BankManagement Div., the Bank
Jun. 2013	‌General Manager, General Planning Jun. 2018	‌Managing Director, the Bank
& Coordination Div., the Bank
(current position)
Managing Director
Apr. 1988 Joined the Bank
Mar. 2010	‌General Manager, Sendai
Higashiguchi Branch, the Bank
Sep. 2011	‌General Manager, Sapporo Branch, the Bank
Jun. 2013	‌General Manager, Kencho Branch, the Bank
Jun. 2015	‌General Manager, Corporate &Retail Banking Div., the Bank
Apr. 2018	‌General Manager, Consulting
Promotion Div., the Bank
Jun. 2018	‌Executive Officer and General Manager,
Consulting Promotion Div., the Bank

Masanori Muranushi
Jun. 2019	‌Executive Officer and General
Manager, Tokyo Branch, the Bank
Jun. 2020	‌Senior Executive Officer and General
Manager, Tokyo Branch, the Bank
Jun. 2021	‌Senior Executive Officer and General
Manager, Head Office Business Div. andBasho no Tsuji Branch, the Bank
Dec. 2021	‌Senior Executive Officer and General
Manager, Head Office Business Div., Bashono Tsuji Branch, and Minamimachi-doriBranch, the Bank
Jun. 2022	‌Managing Director, the Bank (current position)

58

Senior Managing Director

Hidefumi Kobayashi

Teruhiko Ujiie

Makoto Igarashi

Apr. 1981 Joined the Bank
Jun. 2006 General Manager, Treasury Div., the Bank
Jun. 2008	‌General Manager, General Planning &Coordination Div., the Bank
Jun. 2010	‌Director and General Manager, General
Planning & Coordination Div., the Bank
Jun. 2013	‌Director and General Manager, Head
Office Business Div., the Bank
Jun. 2014	‌Managing Director and General Manager,
Head Office Business Div., the Bank
Jun. 2015 Managing Director, the Bank
May. 2016	‌Managing Director, the Bank, General
Manager, Ishinomaki Branch and Minato
BranchJun. 2016 Managing Director, the Bank
Jun. 2017	‌Representative Director and Deputy
President, the Bank
Jun. 2018	‌Representative Director and President,
the Bank (current position)

Apr. 1969 Joined The Industrial Bank of Japan, Limited
Aug. 1992	‌Associate Director-General, Related Business
Department, The Industrial Bank of Japan, Limited
Jun. 1993	‌Director and General Manager, Business
Development Div., the Bank
Jun. 1995	‌Director and General Manager, Business
Promotion Div., the Bank
Jun. 1997	‌Director and General Manager, Head
Office Business Div., the Bank
Jun. 1998	‌Managing Director and General Manager,
Head Office Business Div., the Bank
Jun. 1999	‌Managing Director and General Manager,
Investigation Div., the Bank
Mar. 2000 Managing Director, the Bank
Jun. 2002 Senior Managing Director, the Bank
Jun. 2005	‌Representative Director and Deputy
President, the Bank
Jun. 2010	‌Representative Director and President,
the Bank
Jun. 2018	‌Representative Director and Chairman,
the Bank (current position)

Apr. 1980 Joined the Bank
Sep. 2000	‌General Manager, Onahama Branch, theBank
Jun. 2002	‌General Manager, Bashonotsuji Branch,
the Bank
Jun. 2004	‌General Manager, Shiroishi Branch, theBank
Jun. 2005	‌General Manager, General Affairs Div.,the Bank
Jun. 2006	‌General Manager, Personnel Div., theBank
Jun. 2009	‌Director and General Manager, Tokyo
Branch, the Bank
Jun. 2012	‌Director and General Manager, Business
Promotion Div., the Bank
Jun. 2013 Managing Director, the Bank
Jun. 2017 Senior Managing Director, the Bank
Jun. 2018	‌Representative Director and Senior Managing
Director, the Bank (current position)

Jun. 2016	‌General Manager, General Planning& Coordination Div., the Bank
Jun. 2017	‌Executive Officer and General
Manager, General Planning &Coordination Div., the Bank
Jun. 2019	‌Senior Executive Officer, General
Manager, Head Office Business Div.
and Basho no Tsuji Branch, the Bank
Jun. 2021	‌Managing Director, the Bank
(current position)

Ken Nakamura

Outside Director
Apr. 1974	‌Registered as Attorney-at-Law(Sendai Bar Association)
Sep. 1977	‌Opened Nakamura Ken Law
Office (current position)
Jun. 1996	‌Audit & Supervisory Board Member,
KOHSOKU CORPORATION
Nov. 2004	‌Auditor, HOKUSHU Co., Ltd.
(current position)

Jun. 2007	‌Audit & Supervisory Board
Member, the Bank
Jun. 2013	‌Director, KOHSOKU CORPORATION
Jun. 2015	‌Director, the Bank
(current position)
Jun. 2016	‌Director (Audit & Supervisory
Committee Member), KOHSOKUCORPORATION (current position)

Seiichi Ohtaki

Outside Director

Jun. 2014	‌Executive Officer andGeneral Manager, Business
Promotion Div., the Bank
Jun. 2015	‌Director, Executive Officer andGeneral Manager, Oroshimachi
Branch, the Bank
Jun. 2018	‌Managing Director, the Bank
Jun. 2021	‌Director, Audit & Supervisory
Committee Member, theBank (current position)

Kazuhito Chida

Director, Audit & Supervisory
Committee Member (Outside Director)

Toshio Suzuki

Apr. 1970 Joined Tohoku Electric Power Co. Inc.
Jun. 2001	‌Deputy Director and General
Manager, Human Resources Division,
Tohoku Electric Power Co. Inc.
Jun. 2005	‌Director and General Manager, Human Resources
Division, Tohoku Electric Power Co. Inc.
Jun. 2006	‌Director and General Manager, Miyagi
Branch, Tohoku Electric Power Co. Inc.
Jun. 2007	‌Senior Executive Officer and General
Manager, Miyagi Branch, Tohoku
Electric Power Co. Inc.
Director, Audit & Supervisory
Committee Member (Outside Director)

Jun. 2009	‌Standing Statutory Auditor, Tohoku
Electric Power Co. Inc.
Jun. 2010 Corporate Auditor, The Daishi Bank, Ltd.
Jun. 2013	‌Audit & Supervisory Board
Member, the Bank
Jun. 2013	‌Chairman and Representative Director, Tohoku
Intelligent Telecommunication Co., Inc.
Jun. 2015	‌Advisor, Tohoku Intelligent
Telecommunication Co., Inc.
Jun. 2017	‌Director, Audit & Supervisory Committee
Member, the Bank (current position)

Masai Yamaura

Koichi Suzuki

Yoko Ushio

May 2001	‌Senior Managing Director
Apr. 2016	‌Auditor, Tohoku University
and General Manager,(current position)
Fujisaki Comfortable Lifestyle Jun. 2019	‌Director, Audit & Supervisory
Research Institute Co., Ltd.
Committee Member, the Bank
(current position)
May 2003	‌Director, Department Store
Aug. 2020	‌Representative Director,
Fujisaki Co., Ltd.
K.K. Shinsei Sogo JimushoJan. 2011	‌Advisory Fellow, Tohoku(current position)
Regional Advancement Center
Apr. 2012	‌Fellow, Tohoku Regional
Advancement Center

Apr. 2017	‌Vice Chairman, Miyagi
University
Apr. 2019	‌Chairman, Miyagi Prefecture
Land Development Corporation
Jun. 2019	‌Representative Director andPresident, Miyagi-ken Kaihatsu K.K.
Jun. 2021	‌Director, Audit & Supervisory
Committee Member, the Bank
(current position)

Senior Executive Officers
General Manager,
Audit & Inspection Division
General Manager, Head Office Business Div., Basho no
Tsuji Branch, and Minamimachi-dori Branch, the Bank
General Manager,
Tokyo Branch
General Manager,
Credit Supervision Division
General Manager,
Personnel Division

Apr. 1988 Joined the Bank
Jun. 2008	‌General Manager, Okino
Branch, the Bank
Jun. 2010	‌General Manager, Sendai
Haranomachi Branch, the Bank
Jun. 2012	‌General Manager, Tokyo
Liaison Office, the Bank
Jun. 2015	‌General Manager,
Treasury Div., the Bank

Apr. 1984 Joined the Bank
Mar. 2005	‌General Manager, Wakuya
Branch, the Bank
Sep. 2007	‌General Manager, Masuda
Branch, the Bank
Jun. 2009	‌General Manager, General
Affairs Div., the Bank
Jun. 2013	‌General Manager, Business
Promotion Div., the Bank

Oct. 1973	‌Joined the Sendai City
Apr. 2014	‌Chairman, Sendai
Government
Council of Social Welfare(current position)
Sep. 2005 Vice Mayor, Sendai City
Apr. 2006	‌Chief Director, Sendai
Jun. 2015	‌Audit & Supervisory
Green Association
Board Member, the Bank
Jun. 2007	‌President and Representative Jun. 2017	‌Director, Audit &Director, Sendai Software
Supervisory Committee
Center Co., Ltd.
Member, the Bank
(current position)
Jun. 2008	‌Auditor, Sendai Meat Wholesale
Market Co., Ltd. (current position)
Director, Audit & Supervisory
Akira InukaiCommittee Member (Outside Director)
Apr. 1979	‌Joined the Miyagi
Prefectural Government
Apr. 2013	‌Director-General, Commerce,
Industry and Tourism Department,
Miyagi Prefectural Government
Apr. 2015	‌Public Corporation Administrator,
Miyagi Prefectural Government
Jun. 2015	‌Director, Miyagi-ken Kaihatsu
K.K.

Atsushi Kobayashi

Apr. 2017	‌Executive vice president,
KEMET Corporation
Jul. 2020	‌Special Advisor for the Board of
Directors, TOKIN Corporation
Jul. 2021	‌President, TOKIN Foundation for
Advancement of Science andTechnology (current position)
Jun. 2022	‌Director, the Bank
(current position)

Director, Audit & Supervisory
Committee Member (Outside Director)

ChairmanManaging Director

Shigenori Oyama

Emiko Okuyama

Apr. 1989 Joined the Bank
Jun. 2020	‌Executive Officer, theBank
Jun. 2014	‌General Manager, Sendai
Shiyakusho Branch, the Bank 	‌General Manager,
Oroshimachi Branch
Jun. 2016	‌General Manager,
Compliance Management Jun. 2022	‌Director, Audit &Supervisory Committee
Div., the Bank
Member, the Bank
Jun. 2019	‌Executive Officer and General(current position)
Manager, ComplianceManagement Div., the Bank

President

Financial Section

Jul. 2014	‌President, The SanaburiFoundation (current position)
Jun. 2016	‌Auditor, Yurtec Corporation
Nov. 2016	‌President, Organization for Creating
LocalGood (current position)
Apr. 2018	‌Vice-President, Shizenkan
University (current position)
Jun. 2020	‌Director, the Bank
(current position)

Apr. 1975	‌Joined the Sendai City
Government
Aug. 2009	‌Mayor, Sendai City
Jun. 2018	‌Director, the Bank
(current position)

Apr. 1982	‌Joined Tohoku Kinzoku Kogyo Co.,
Ltd. (currently TOKIN Corporation)
Apr. 2007	‌Executive Officer and General Manager,
EMC Business Div., TOKIN Corporation
Jun. 2010	‌Director and Executive
Officer, TOKIN Corporation
Jun. 2011	‌Director and Managing Executive
Officer, TOKIN Corporation
Feb. 2012	‌Representative Director andCEO, TOKIN Corporation
Director, Audit & Supervisory
Committee Member

Bank Data

Oct. 1987	‌Assistant Professor, Faculty of
Economics, Tohoku university
Apr. 1992	‌Professor, Faculty of
Economics, Tohoku university
Apr. 1999	‌Professor, Graduate School of
Economics and Management,
Tohoku university
Apr. 2011	‌Dean Graduate School of Economics
and Management / Faculty of
Economics, Tohoku University
Director, Audit & Supervisory
Committee Member

Outside Director

Outside Director

Corporate Governance

Executive Officers

Naoshi Aoyagi
Shuichi Ibuka
Hirokimi Fukushi
Kazutoshi Saito
Takashi Kuroda

Special assignment (DX related)
General Manager, Ishinomaki
Branch and Kokucho Branch
General Manager of General
Planning & Coordination Division
General Manager, Operations
Management Division

Masahide Kato
Kuniaki Endo
Hiroshi Kobayashi
Hiroshi Kitazono

General Manager, Regional
Development Promotion Division
General Manager,
Oroshimachi Branch
General Manager,
Business Promotion Division
General Manager,
Treasury Division

Kentaro Motai
Hideki Endo
Yoshiyuki Odajima
Kazuhiro Aoki

THE 77 BANK INTEGRATED REPORT

59

Value Creation Story

Basic stance toward corporate governanceCorporate Governance Structure

General Meeting ofStockholders

Corporate Governance Committee*2

Board of Directors

4 personsAudit & Supervisory
Committee Members
Audit & Supervisory
Committee

8 persons 8 persons

2 persons

4 persons

Chairman
Executive Committee
Directors and General
Managers Liaison Committee

President
Directors(Excluding Directors Serving as Audit& Supervisory Committee Members)

Deputy President

Sustainability Committee

Senior Managing Director

Compliance Committee

Managing Director
Outside Directors
Directors*1 A Deputy President has not been appointed.
*2 Corporate Governance Committee
The Corporate Governance Committee deliberates the following items and reports to the Board of Directors. The results of deliberations by the
Corporate Governance Committee shall not restrict the right of the Audit & Supervisory Committee to state its opinions regarding the appointment andcompensation, etc. of Directors (excluding Directors who are Audit & Supervisory Committee Members).

a. Matters related to the nomination of Director candidatesb. Matters related to the appointment/dismissal of Representative Directorsc. ‌Matters related to the compensation, etc. for Directors (excluding
Directors who are Audit & Supervisory Committee Members)d. ‌Matters related to the disciplinary actions on Directors and Executive
Officers (including those pertaining to the preceding item)e. ‌Matters related to the analysis and evaluation of the effectivenessof the Board of Directors, etc.
f. Matters related to the commission or dismissal of Advisors
g. Matters related to the compensation, etc. of Advisors
h. Other matters related to enhancing corporate governance

Main members by organization

Business Strategy

Bank Data

Financial Section

Audit & Supervisory
Committee

Sustainability
Committee

Compliance
Committee

Policy on training, etc. for Directors

The Bank encourages Directors to make efforts to acquire, update, and otherwise hone the knowledge necessary to fulfill
their roles, and provides training opportunities and support for the necessary expenses.
(Content of specific initiatives)
Each division of the Bank provides briefings to newly appointed Outside Directors on the operations of their respective
divisions, so that the new Directors can deepen their understanding of the Bank’s overall operations.
In addition, for Outside Directors (including Directors who are Audit & Supervisory Committee Members), voluntary liaison
meetings are held on a regular basis to strengthen cooperation by exchanging information and sharing understanding.
Also, four digital-related seminars were held in FY2022.

Director Skill Matrix

The Board of Directors of the Bank has identified skills and other qualities each of Directors shall possess, which arenecessary for the Bank to pursue sustainable growth and enhancement in corporate value over a medium to long term,
as well as to achieve its “target form” set in “Vision 2030.” With In-house Directors who are well-versed in the banking
operation and several Outside Directors with a wealth of experience and wide-ranging knowledge outside the Bank, theBoard of Directors is in a balanced and diverse composition of knowledge, experience, and abilities as a whole.
Experience-based knowledge of inside Directors

１
２
３
４
５
６
７
８
９

１０

Teruhiko Ujiie
Hidefumi Kobayashi
Makoto Igarashi
Yoshikazu Onodera
Atsushi Kobayashi
Masanori Muranushi
Ken Nakamura

Management
strategy / New
businesses

Compliance /Riskmanagement

○
○

○
○

○
○

Human resource Sales / Regional
development
revitalization

○
○

○

○

○
○

○
○
○
○
○
○

Board of Directors

Executive
Committee

Corporate
Governance Committee(Representative Director)
Chairman

Teruhiko Ujiie○(Chairperson)○○(Representative Director)
Hidefumi Kobayashi
President○○(Chairperson)○○(Chairperson)○(Chairperson)(Representative Director)
Senior Managing Director

Makoto Igarashi

○

○

○

○

○

* The above chart is not an exhaustive representation of each Director’s knowledge, etc.

Policy on Cross-shareholdings

１１
１２
１３
１４
１５
１６

○
○

Koichi Suzuki
Kazuhito Chida
Toshio Suzuki
Masai Yamaura
Yoko Ushio
Akira Inukai

Managing Director

Yoshikazu Onodera

○

○

○

○

Managing Director

Atsushi Kobayashi

○

○

○

○

Managing Director

Masanori Muranushi

○

○

○

○

Director

Ken Nakamura○○(Chairperson)

Director

Emiko Okuyama○○

Director

Seiichi Ohtaki○○

Director
Director, Audit & Supervisory
Committee Member
Director, Audit & Supervisory
Committee Member
Director, Audit & Supervisory
Committee Member
Director, Audit & Supervisory
Committee Member
Director, Audit & Supervisory
Committee Member
Director, Audit & Supervisory
Committee Member

Shigenori Oyama○

Koichi Suzuki

○

△
（*２）

○(Chairperson)

△
（*２）

△
（*２）

Kazuhito Chida

○

△
（*２）

○

△
（*２）

△
（*２）

Toshio Suzuki○○

Masai Yamaura○○

Yoko Ushio○○

600,000

Akira Inukai○○

500,000○

Sectors and knowledge areas expected of Outside Directors

Company
screening

International /Marketinvestment

Digital /Administrative
work

○
○

○
○

○

○
○
○
○

○
○
○

Emiko Okuyama
Seiichi Ohtaki
Shigenori Oyama

Name

General Manager ofGeneral Planning &Coordination
Division

Corporate Governance

The Bank’s “Corporate Governance Policy” stipulates that the effectiveness of the Board of Directors as a whole isanalyzed and evaluated at the end of each fiscal year, and a summary of the results is disclosed.
After deliberation by the Corporate Governance Committee, the Board of Directors conducted an analysis andevaluation of the overall effectiveness of the Board of Directors for FY2022 at its annual meeting on May 13, 2022.
In this context, we have confirmed that the effectiveness of the Board of Directors as a whole has been ensured.
On the other hand, with the aim of further improving the effectiveness of the Board of Directors, the following
matters have been confirmed and shared, and we intend to make improvements in the future.
･To work toward the further diversification of constituent members of the Board of Directors･To review the management of the Board of Directors to further invigorate discussions

Title

Other members

60

Sustainability Promotion

Evaluating the effectiveness of the board of directors･In accordance with the Bank Creed, which is our basic principle of management, we will operate business that give constant consideration to
the public mission of a regional bank — contributing to the development of the regional economy and society — through banking operations.
･We will improve the transparency of management and the appropriateness of processes and work together appropriately with stakeholders
including the regional society, clients, and shareholders for the Bank’s sustained growth and improvements in corporate value over the
medium- to long-term.

3 persons

Top Message○○○

Corporate
management

Finance /EconomyRegional
revitalization

○
○
○
○

○
○

○

○
○

Legal /
Compliance

○
○
○
○

○
○
○

○
○

As a general rule, the Bank’s policy is to reduce cross-shareholdings. As a regional financial institution, the Bank willhold cross-shareholdings only when it is judged that maintaining and strengthening business and cooperative
relationships with the client will contribute to enhanced corporate value of both the client and the Bank.
With regard to cross-shareholdings, the Bank will make regular decisions on whether or not to hold particular sharesby comprehensively examining their profitability based on the Bank’s cost of capital, etc., as well as the medium- tolong-term economic rationale for such holdings, future outlook, the purpose of holding, and other relevant factors.
Change in balance of cross-shareholdings (based on market price) and consolidated net assets
Balance of cross-shareholdings (based on market price)

Consolidated net assets

Percentage compared to consolidated net assets(Millions of yen)

General Manager, General
Planning & Coordination Div.
General Manager, General
General Manager, Risk
Planning & Coordination Div.
Management Div.
General Manager, Compliance
General Manager,
Management Div.
Business Promotion Div.
General Manager, Operations
General Manager, Regional
Management Div.
Development Promotion Div.
General Manager,
General Manager, Personnel Div.
Audit & Inspection Div.
General Manager,
General Affairs Div.

*1 Directors Ken Nakamura, Emiko Okuyama, Seiichi Ohtaki, Shigenori Oyama, Toshio Suzuki, Masai Yamaura, Yoko Ushio, and Akira Inukai are Outside Directors prescribed in Article 2, Item 15 of the Companies Act.
*2 Standing Directors who are Audit & Supervisory Committee Members attend the Executive Committee, Sustainability Committee, and Compliance Committee, and state their opinions as necessary.
*3 The Chairperson of the Audit & Supervisory Committee observes the Corporate Governance Committee.

400,000

17.4%
14.0%
472,029
513,337

300,000
200,000
100,000
0(No. of issues)

82,15331-Mar-15

198 issues

71,71131-Mar-2021

172 issues

13.2%
513,316

67,90331-Mar-2022

167 issues

THE 77 BANK INTEGRATED REPORT

61

Value Creation Story

Strengthening risk management systems

Top Message

each type of risk and comparing and contrasting it with its capital, as well as enhancing risk management methods
such as the development of more sophisticated risk measurement techniques.
The specific framework for comprehensive risk management is “risk capital management.” “Risk capitalmanagement” is a management method in which risk capital budgets, which are allowances for each type of risk, areallocated to divisions (service divisions in Japan, the Treasury Division, etc.), and each division’s risk amount ismonitored to ensure that it is within the amount allocated. In addition, risk capital management is also utilized toComprehensive risk management framework

Administrative Risk Management

Credit Risk Market Risk Liquidity Risk
Management Management Management[

Comprehensive Operational Risk Management

Risk Management Division

Third-party risk
management
Operations
Management
Division

DigitalStrategy
Division

Responding to fluctuations ininterest rates, exchange rates,
stock markets, and other markets[]

MarketRisk Management Policy[ RiskComprehensive
Management Policy ]Responding to financing
Responding to cases in whichmarket transactions cannot be
executed or settlement cannot
be made after a transaction[]

Liquidity
Risk Management Policy[Human Risk Management Policy]

Operational
Risk Management
Responding to losses resulting
from inappropriate businessprocesses or exogenous events[

Operational
Risk Management Policy

Tangible Asset Risk Management

62

GeneralAffairs
Division

Risk
Management
Division

Digital Strategy
Division
General Affairs
Division, Operations
Management Division

ComplianceManagement Division

Audit & Inspection Division
Asset Assessment Audit

Internal Audit

Thorough compliance
The Bank formulated the Compliance Policies in order to clarify its stance on compliance and to ensure theeffectiveness thereof. Further, as part of our endeavor to ensure thorough compliance, the Bank established theCompliance Guidelines (Compliance Standards) to articulate specific guidelines and a code of conduct so that theexecutives and employees place importance on compliance, thereby ensuring the lawful conduct of business.

Responding to damage of tangible assets[Tangible Asset Risk Management Policy]

Compliance structure

Reputational Risk Management

Board ofDirectors(Directors)]

President =Director
responsibleforcompliance[Reputational Risk Management Policy]

Third-party risk management
Responding to third-party administrative
errors, IT system trouble,
fraudulent transactions, etc.
[Third-party Risk Management Policy]

Disaster and Other Contingency
Risk Management
Responding to contingencies such as disasters

Compliance

Personnel
Division[Legal Risk Management Policy]

Responding to unfounded rumors that occur
in the markets or among customers

Liquidity
Risk Management

ComplianceManagement
Division

Head Office, Branches and Group Companies

Legal Risk Management

Responding to, e.g.,
personnel and labor issues

Self-governed risk
management taking an overall
view of risks and comparing
and contrasting them with theBank’s capital

Disaster and Other
Contingency
Risk Management

Responding to the status of compliancewith laws and regulations

Human Risk Management

MarketRisk Management

Compliance

Responding to IT system failures
Preventing fraudulent use]

Comprehensive
Risk Management

Risk Management Division

Tangible
Administrative Information
Legal Risk Human Risk Asset Risk Reputational
Risk
Technology
RiskManagement Risk Management Management Management Management Management

Information Technology Risk Management

Development offinancial technologies

Responding to the deteriorating
financial situation of those
we extend credit to

Director responsible forcompliance (President)

Comprehensive Risk Management[Information Technology Risk Management Policy](Security Policy)

CreditRisk Management

Financial Section

Executive Committee/Directors and General Managers Liaison Committee/
Sustainability Committee/Compliance Committee

Capital management[Administrative Risk Management Policy]

Diversification offinancial services

Bank Data

Directors Responsible for Each Type of Risk

Responding to the regularization ofadministrative work
Prevention of accidents and fraud

Changes inmanagement environment

CreditRisk Management Policy

Corporate Governance

サステナビリティ委員会

Board of Audit & Supervisory
Committee
Directors

Independent Auditors

monitor whether expected returns commensurate with the risk taken are being secured.

Financial administration
reforms

Business Strategy

Risk management structure

In recent years, the business environment surrounding financial institutions has changed significantly, and financial
institutions are now exposed to an unprecedented variety of risks than ever before. In this situation, more than everbefore, financial institutions are required to accurately ascertain and analyze risks and appropriately manage them.
From the viewpoint of enhancing management soundness, the Bank has established a comprehensive risk
management framework for self-governed risk management by taking an overall view of the risks it faces, evaluating

Borderlessfinancial markets

Sustainability Promotion

Subsidiaries(Major Roles)
Compliance-related education, inspection,
monitoring and the like within each company

Compliance management

Compliance Management Division
Audit & Inspection
Division(Complaints, antisocial
influences, money laundering)Compliance Monitor (Senior Auditor)(Dishonest actions, internal audits)

Compliance Committee(Chaired by President)

General Planning &Coordination Division (Risk management, disclosure)Compliance Departments(Chaired by General Manager
of Compliance Management
Division)

Personnel Division

Audit & Supervisory
Committee(Audit & Supervisory
Committee Members)

Compliancesupervisors(Maintenance of discipline
and work discipline)(General meeting ofGeneral Affairs Division stockholders, traffic accidents)

Compliance Manager(General Manager of Compliance Management Division)
Chief Compliance Officer(Manager of Legal Affairs Section)

Headquarters and
BranchesCompliancepromotioncommittees(Chaired by General
Managers)

Divisions and Main Branch:Compliance Officer

Other:
Compliance liaison officers

Operations(Operational accidents)
Management Division* Compliance officers and compliance liaisons maintain their independence in the performance of their duties related to compliance and do not follow the instructions ofhigher-ranking individuals.

[Disaster and Other Contingency
Risk Management Policy]

THE 77 BANK INTEGRATED REPORT63