This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for
reference purposes only. In the event of any discrepancy between this translated document and the Japanese original,
the original shall prevail. Daiwa Securities Group Inc. assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.

Corporate Governance Report
Last Update: June 28, 2024

Daiwa Securities Group Inc.
Representative Corporate Executive Officer, President and CEO
Akihiko Ogino
Contact: 03-5555-1111
Securities Code: 8601
https://www.daiwa-grp.jp/english/index.html
The corporate governance of Daiwa Securities Group Inc. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information

1. Basic Views
The Company will respect the rights and interests of the shareholders, consider the position of all
stakeholders and strive for sustainable growth and improvement of medium to long term corporate
value through realization of our corporate principles “Building trust”, “Placing importance on
personnel”, “Contributing to society” and “Maintaining healthy earnings results”.
For that purpose, the Company practices group management based on a holding company structure,establishes a highly transparent and objective governance environment that conforms to international
standards, realizes highly efficient oversight of group companies and builds a unified groupmanagement system that elicits synergies among group companies. To achieve that, the Company has
established “Daiwa Securities Group Inc. Corporate Governance Guidelines” to define the basic
framework and policies of the Daiwa Securities Group’s corporate governance. For the contents of theguideline, please check the website below.
(https://www.daiwa-grp.jp/english/about/governance/pdf/corporate_governance_guideline.pdf)
The Company has adopted Three Committees System (a company with nominating committee, etc.)
as an institutional design in order to supervise management through the following (1) and (2).
(1) Making swift and decisive decisions by having the Board of Directors assign wide-ranging
authority to Corporate Executive Officers (Shikkoyaku) and clarifying the division of duties
among Corporate Executive Officers (Shikkoyaku).
(2) Improving transparency and fairness of the management by establishing three committees: theNominating Committee, Audit Committee and Compensation Committee with highly
independent Outside Directors as a majority of their members.
Furthermore, the Company positively addresses corporate social responsibility activities in order toobtain trust from all of the stakeholders. There are indeed various aspects to corporate social
responsibility, such as providing superior products, services, and sincere responses to customers;
returning profits appropriately and disclosing information to shareholders appropriately; taking
measures for labor environment and evaluation of the employees; establishing legal compliance andcorporate ethics; environmental management; as well as social contribution.

The Company believes that these approaches, together with a strengthened corporate governancesystem which emphasizes transparency, mobility and efficiency will lead to the sustainableimprovement of the corporate value.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with all principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code]Updated【Principle 1-4】 Strategic Shareholding Shares
・ The Company and Daiwa Securities Co. Ltd. hold the strategic shareholding shares only when they
determine that such shareholding serves their strategic interests. Furthermore, the Company
regularly verifies the significance of such shareholding and will sell shares which are determined to
be insignificant considering the impact on the market and other matters which should be taken into
consideration.
Total amount (book value) of the strategic shareholding shares* sold from the end of March 2016
to the end of FY2023: 19.3 billion yen (▲30%).
* Excluding shares held for the purpose of alliance.
・ In the verification of the significance of the shareholding, the Company checks whether suchshareholding contributes to the enhancement of medium to long term corporate value of theCompany group from the viewpoint of economic rationality (i.e. whether the returns from the sharessuch as revenues related to client companies or dividend income, etc., exceed the standard capitalcost) and objectives for the shareholding (e.g. potential for growth and enhancement of business
relationships, etc.).
Moreover, the Board of Directors regularly verifies the significance of each strategic shareholding
shares.
*The result of the verification at the end of March 2024 is as follows:
Excluding shares held for the purpose of alliance, around 70% of the client companies exceed thetarget value.
For the other approximately 30% of the client companies which are below the target value, theCompany will verify qualitative aspects of the shareholding such as maintenance and enhancementof future business relationships with these companies and aim to improve the profitability of theshareholding. However, if the profitability of the shareholding does not improve in a certain period,
the Company will consider selling such shares.
・ With regard to the exercise of the voting rights of strategic shareholding shares, the Company
integrally determines whether or not each proposal should be approved taking into account the needto enhance medium to long term corporate value of both the strategic shareholding company andthe Company group.
Especially for the important proposals of the following proposals that could significantly affect thecorporate value or shareholder interests, the Company will exercise the voting rights throughdialogue with the client company if necessary.
- Election of directors or audit & supervisory board members- Anti-Takeover measure- Organizational restructure- Distribution of Dividends of surplus, etc.

・ In addition, if there is a possibility of a conflict of interest in exercising the voting rights, theCompany will take appropriate measures in accordance with the Management Policy for Conflictof Interest of the Company.
【Principle 1-7】 Transactions between Related Parties
・ In order to avoid any prejudice to the Company and the common interests of its shareholders, theCompany has established Regulations of the Board of Directors that a prior approval of the Boardof Directors is necessary in cases where the Company conducts transactions with the Directors or
Corporate Executive Officers (Shikkoyaku) of the Company or major shareholders, etc., unless theterms and conditions of the transactions are the same as those of general transactions.
【Supplemental Principle 2-4①】 Ensuring Diversity in the Appointment, etc. of Core Personnel＜Our Approach to Ensuring Diversity＞
・ To ensure that the Company group continues to be a key part of society, we have formulated Vision
2030, a vision for the future and a shared set of action policy for all officers and employees to follow.
In Vision 2030, the concept underlying the Group’s management vision is “Creating a prosperous
future through financial and capital markets”. We have set “Diversity & Inclusion” as a priority
agenda, and aim to become an organization in which employees can express and embrace theirindividuality, demonstrate their expertise, and achieve personal growth and job satisfaction. To
realize Vision 2030, the Company will accelerate efforts to improve engagement and productivity,
eliminate gender gaps, and more.
＜Voluntary and Measurable Goals for Ensuring Diversity and its Progress＞
・ Promotion of Women to management positions
To develop and produce women who can play a leading role in Japanese financial industries, theCompany group is actively promoting female employees to management positions. The Group’s
number of women in management positions is increasing year on year, and as of the end of March
2024, the percentage of women in management positions of the Group in Japan*1 increased from
2.2% (at the end of FY2004) to 18.4%.
To drive the promotion of female employees to management positions, Daiwa Securities Co., Ltd.
is working to increase the percentage of women in management positions to 25% or higher by theend of March 2026, setting this target as a key management indicator. As of the end of March 2024,
Daiwa Securities Co. Ltd. has increased the percentage of women in management positions from
2.3% (at the end of FY2004) to 21.1%.
An increasing number of role models has made it easier for female employees to plan their careers,
and there has been a huge rise in the number of female employees seeking to advance their careers
through the Company’s career-track, broad regional career-track, and regional career-track job shiftsystems. To date, more than 1,727 female employees have made use of these systems.
More details can be found in the “Other” section of “III. 3. Measures to Ensure Due Respect for
Stakeholders” in this report.
・ Promotion of Foreign Nationals to management positions
The Company group boasts global operating hubs in 23 different countries and regions, and actively
hires local employees in these areas. The number of overseas hires*2 as of the end of March 2024
makes up 12.2% of the Company group’s total number of employees. Moreover, overseas hires
account for 13.3% of those in management positions in both Japan and overseas. The Company
group will continue to actively promote local employees for overseas business expansion, such as
by building a global M&A advisory network.
・ Promotion of mid-career hires to management positions

The Company group is building a business portfolio to realize the completion of an earnings
structure that is resilient to the external business environment. The Company group is providing
high-quality solutions to maximize customer asset value, fine tuning our asset managementbusiness, and promoting our inorganic growth strategy, and is thus moving forward with the hiringof external, specialist personnel who can be immediately effective. To respond to the diverse needsof its customers (investors and companies), Daiwa Securities Co., Ltd. is also hiring external, highly
skilled personnel who can help to direct capital to businesses that contribute to the resolution ofsocial challenges. As of the end of March 2024, more than 10% of mid-career hires are inmanagement positions at Daiwa Securities Co. Ltd and subsidiaries of the Company. The Company
will continue to secure the necessary personnel through the hiring of mid-career professionals.
*1: In domestic consolidated subsidiaries.
*2: In domestic and overseas consolidates subsidiaries.
＜Policies for and Progress in the Creation of In-house Environments for Diversity＞
・ In FY2022, we established the Diversity & Inclusion Committee which is chaired by the
Representative Corporate Executive Officer and President and selects employee advisors every six
months from offices nationwide to engage in discussion on the theme of “Diversity & Inclusion.”・ One of the Company’s basic policies with regard to its human resources strategies is “Developing
high-value-added human capital through Training”. While creating a workplace environment inwhich all employees can feel a sense of job satisfaction, the Company is also working to structure
these environments so that each employee can engage in continuous autonomous learning to well
perform with their individuality.
・ The Company’s main initiatives are as below:- An education program that supports autonomous career building- Introduction of a new Expert Course for employees in roles requiring advanced expertise- Development of digital IT professional- Implementation of career training programs for women, and establishment of a career andworkstyle consulting desk
- Establishment of a system that enables employees to remain active regardless of age【Principle 2-6】 Roles of Corporate Pension Funds as Asset Owners
・ Each company of the Company group, including the Company, adopted a Defined Contribution
Pension Plan to allow each employee to freely build his/her assets according to his/her life plan.
・ The Company has selected Daiwa Securities Co. Ltd., a subsidiary of the Company, as the DC
provider and encourages employees of each company adopting the Defined Contribution Pension
Plan to provide education for the subscribers and use a matching contribution plan.
【Principle 3-1】 Enhancement of Information Disclosure(1) Corporate Principles and Management Plan
The Company enacts and discloses the Corporate Principles. The Company also has developed
and disclosed Medium-Term Management Plan on its website.
Corporate Principles(https://www.daiwa-grp.jp/english/about/management/philosophy.html)
Medium-Term Management Plan
(https://www.daiwa-grp.jp/english/about/story.html)(2) The basic views on Corporate GovernanceThe basic views on Corporate Governance of the Company group are described in “I. 1. Basic
Views” of this report.

(3) The policy regarding the compensation and its procedure
The Company decides on the policy regarding the compensation of the Directors and Corporate
Executive Officers (Shikkoyaku) in the Compensation Committee and has disclosed the policyon the Notice of Convocation of the Ordinary General Meeting of Shareholders, securities
reports, and “II. 1. Organizational Composition and Operation, etc.” of this report.
(4) The policy of election and dismissal of Directors and its procedure
・ With regard to the election of Directors, the Nominating Committee, which is made up of amajority of Outside Directors, determines the candidates for the Directors. An overview ofthe procedure is disclosed in securities reports and “II. 2. Matters on Functions of Business
Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview ofCurrent Corporate Governance System)” of this report.
・ Based on the Regulations of Board of Directors, appointment and dismissal of the CEO andother Corporate Executive Officers (Shikkoyaku) are determined by the Board of Directors.
The Board of Directors will appoint or dismiss based on the discussions of the Nominating
Committee. The Board of Directors resolves the appointment and dismissal of the CEO basedon the discussions at the Nominating Committee. The Board of Directors will dismiss the
CEO and other Corporate Executive Officers (Shikkoyaku), if the Board of Directors judgesthat the CEO or a Corporate Executive Officer (Shikkoyaku) cannot dully fulfill his/herduties and considers it appropriate to dismiss such CEO or Corporate Executive Officers(Shikkoyaku).
(5) The reason for election
・ The reasons for the election of Directors, including the Director holding concurrent post ofrepresentative Corporate Executive Officer (Shikkoyaku), are explained in the Appendix 1of this report. With regard to the Outside Directors, the reasons for election are described on“Reasons for Appointment” of “Outside Directors’ Relationship with the Company (2)” of[Outside Directors] of “II. 1. Organizational Composition and Operation, etc.” of this report.
【Supplemental Principle 3-1③】 Sustainability Initiatives
・ The Company group has formulated the management vision “Vision 2030” for the year 2030. The
Company group has also put together the Medium-Term Management Plan “Passion for the Best”
2026, which summarizes specific strategies to achieve its Vision, and set sustainability KPIs as partof this Medium-Term Management Plan.
・ Sustainability initiatives through these management strategies, including investment in humancapital and intellectual property are disclosed through the Integrated Report and its sustainability
website.
・ Furthermore, the Company group recognizes that the response to climate change is an importantmanagement issue, and disclosed the “Climate-related Disclosure 2024” (former TCFD) in June2024.
https://www.daiwa-grp.jp/english/sustainability/environment/tcfd.html【Supplemental Principle 4-1①】 Scope of Delegation to the Managers
・ In order to promote swift decision-making and efficient group management, the Board of Directorsof the Company, in principle, delegates the decision-making authority regarding the execution ofoperations to the Corporate Executive Officer (Shikkoyaku) or the Executive Management
Committee, which is comprised of the Corporate Executive Officers (Shikkoyaku), except for thematters that, according to the laws and regulations, have to be decided by the Board of Directors.

【Supplemental Principle 4-1③】 Succession plan for the CEO
・ The CEO establishes a succession plan for the CEO based on management strategy, businessstrategy and etc., and reports to the Nominating Committee. The Nominating Committee supervise
its content properly.
・ In case of unexpected situations for the CEO, COO will act for the CEO. The CEO will also establish
a succession plan in case of unforeseen situations.
【Principle 4-9】 Independence Criteria and Qualities of the Independent Outside Directors
・ The Company formulates evaluation criteria on the independence for becoming an Independent
Outside Director at the Nominating Committee. Such criteria are disclosed in securities reports and“2. Auditing and Oversight (1) Nominating Committee” of “II. 2. Matters on Functions of Business
Execution, Auditing, Oversight, Nomination and Remuneration Decisions (Overview of Current
Corporate Governance System)” of this report.
【 Supplemental Principle 4-10 ① 】 Authority and Roles, etc. of the Nominating Committee andCompensation Committee
・ The Company’s Nominating Committee, Audit Committee, and Compensation Committee shalleach comprise at least three Directors appointed by the Board of Directors. Further, the majority ofthese committees shall be made up of independent Outside Directors.
・ The Chair for each of these committees shall be selected by the committee from among the Outside
Directors, who are themselves committee members.
・ For more information on the composition, authority, and roles, etc. of each committee, please refer
to “Committees” of “II. 1. Organizational Composition and Operation, etc.” and “II. 2. Matters on
Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions,etc. (Overview of Current Corporate Governance System)” of this report.
【Supplemental Principle 4-11①】 Our Approach to Board of Director Diversity
・ Regarding the personnel composition of the Board of Directors, the Company endeavors to ensure
a balance of knowledge, experience, and ability, as well as diversity with regard to gender andinternationality, etc.
・ For Outside Directors, the Company appoints Outside Directors who have management experienceat other companies.
・ The skills matrix of Directors outlining their knowledge, experience, ability, and other relevant
information is disclosed in the Company’s Notice of Convocation of the Ordinary General Meetingof Shareholders, etc.
・ The Company’s policy for appointing candidates for members of the Board of Directors and thepolicy for the composition of the Board of Directors are disclosed in “2. Auditing and Oversight(1): Nominating Committee” of “II. 2. Matters on Functions of Business Execution, Auditing,Oversight, Nomination and Remuneration Decisions, etc. (Overview of Current Corporate
Governance System)” of this report.
【Supplemental Principle 4-11②】 Status of Directors’ Concurrent Posts
・ Status of holding concurrent posts of the Outside Directors is disclosed on the Notice ofConvocation of the Ordinary General Meeting of Shareholders and “II. 1. Organizational
Composition and Operation, etc.” of this report.
・ The status of other Directors is described in the Appendix 2 of this report.

【Supplemental Principle 4-11③】 Evaluation of the Effectiveness of the Board of Directors
・ The Company conducts effectiveness evaluations of the Board of Directors each fiscal year for the
purpose of identifying any issues hindering the greater effectiveness of the Board of Directors andfor making improvements.
・ The Company takes a questionnaire survey for all of the Directors. Based on the results of thesurvey, the Company implements the interview for them by a specialized organization, and analyzes
and evaluates the results of those interviews. The results of the evaluation are reported to the Boardof Directors and discussed by the directors in order to implement PDCA cycle. The Company
endeavors to maintain and enhance the effectiveness of the Board of Directors using such PDCA
cycle.
＜Measures in response to the results of the evaluation of the effectiveness of the Board of Directors in
FY2022＞(i) Medium-Term Management Plan
・ Focusing on the discussion concerning the Medium-Term Management Plan, which was highly
rated in the evaluation of the effectiveness of the Board of Directors in FY2022, the Company
established an annual agenda plan for the Board of Directors for FY2023.
・ As preliminary discussions related to the new Medium-Term Management Plan, at the Outside
Directors’ Committee, the Corporate Executive Officers (Shikkoyaku) in charge presented theGroup’s basic management policy on “maximizing the value of customer assets” and our humanresources strategy (securing and developing human resources), and the Committee held discussions.
Thereafter, the Medium-Term Management Plan was formulated following five rounds of
discussion at the Board of Directors.
・ The KPI were set based on a review of the previous Medium-Term Management Plan and after
discussion on topics including the Group’s basic management policy, sustainability, human capital,
human resources strategy, and DX.
・ The Company also revised our “Vision 2030”, the overall desired vision of the Group.
・ Additionally, the Company furthered discussion on our response to “Action to Implement
Management that is Conscious of Cost of Capital and Stock Price”, a requirement of the Tokyo
Stock Exchange.
(ii) Risk monitoring
・ The scope and definitions of the top risks facing the Company have been revised based on hearings
with all the Directors, and they have been included in our risk appetite statement based on decisions
made by the Board of Directors. In FY2023, climate change and geopolitical risks continued to be
included as top risks. Furthermore, in FY2024, false reports and misinformation created by AI havebeen included as top risks.
・ In addition to reports at the Board of Directors on the creation of AI Governance Mission Statement
and the establishment of the AI Governance Committee, offsite meetings were held with theparticipation of Internal Directors and Outside Directors on both information collection anddiscussion related to AI governance.
・ Reports were presented on improving our cybersecurity control and management framework.
・ Regarding geopolitical risk, at the Outside Directors’ Committee, an expert speaker gave a lecture
entitled “Geopolitical Risk and Crisis Management in the Financial and Capital Markets”.
(iii) Continuous discussions on sustainability
・ Regarding sustainability, in addition to discussions as part of the new Medium-Term Management
Plan, the Company updated our environmental and social policy framework, set interim targets for
GHG emissions within our investment and loan portfolios (Scope 3), and gave reports on our ESG
evaluation response and our TCFD disclosure content plan.

(iv) Others
・ The Company continued to reduce the amount of time spent on explanations at Board of Directors
meetings using prior explanations and videos, ensuring more time for the discussion of important
agenda items.
・ The Company held discussions with the President and CEO at the Outside Directors’ Committee.
＜Overview of the results of the evaluation of the effectiveness of the Board of Directors in FY2023＞
・ Regarding the evaluation of the effectiveness of the Board of Directors in FY2023, based on pastevaluations of effectiveness of the Board of Directors, matters presented at Board of Directors
meetings, various committee meetings, and Outside Directors’ Committee meetings in the current
fiscal year, as well as comparisons with competitors in the same industry based on disclosure
information, the Company set and evaluated the following items referencing the advice of a
specialized organization and confirmed that the effectiveness of the Board of Directors is being
ensured.
Evaluation Items
1. Management strategy: Medium-Term Management Plan, management that is conscious of costof capital and stock price, sustainability, governance of the Group and corporate culture
2. Risk management: gauging significant risks and discussing top risks
3. Agenda items of the Board of Directors: scope of matters and candidate matters for the Board of
Directors and other meeting bodies
4. Engagement with stakeholders
5. Composition and operation of the Board of Directors:- Balance of knowledge, experience, and skills of the members of the Board of Directors, as wellas the promotion of dialogue, standards and processes to submit matters, and streamlining
operations of the Board of Directors- Initiatives to energize off-site meetings- Recognition and understanding by Outside Directors of management personnel who are possible
candidates for CEO- Questions related to coordination with the Three Committees (Audit Committee, Nominating
Committee, and Compensation Committee), scope, required time, and number of items on thecommittee’s agenda, and support for the committees
・ The Directors positively evaluated management discussions on the new Medium-Term Management
Plan and management that is conscious of cost of capital and stock price, the monitoring ofimportant projects, group governance, management’s involvement in spreading the Company’s
corporate culture, and risk management. Although the overall evaluation of the operations of theBoard of Directors and Outside Directors’ Committee was positive, some Directors wished to see
further streamlining of the operations of the Board of Directors.
・ Regarding matters concerning sustainability, while some Directors offered positive opinions, somealso called for reports detailing the big picture, direction, and key issues facing the Company.
・ Possible key themes to pursue going forward include monitoring of the new Medium-Term
Management Plan, risk appetite (including the top risks), important investments and business
partnerships, cyber security, sustainability, and our IR strategy. There were also comments from the
Directors on the following themes.
ROE improvement measures, M&A strategy, Promoting Japan as a leading asset management
center, product governance, human capital, geopolitical risk, responding to highly likely risks, DX,
AI governance, etc.
・ There were opinions calling for expanded venues for opinion exchange among Outside Directors
and internal officers.

・ There were opinions calling for support in using the knowledge of the Outside Directors to a greater
extent and to reduce the information gap created by differences in the committee to which the
Directors belong.
・ The Company will continue to improve the effectiveness of the Board of Directors to earn the trustof all stakeholders and continuously increase the corporate value.

【Supplemental Principle 4-14②】 Policy on Training for the Directors
・ The Company provides training and explanations to newly appointed Directors when they takeoffice so that they can effectively fulfill their roles and duties, and continues to support for them toacquire information and knowledge to fulfill their roles even after taking office.
・ For Outside Directors, the Company shares sufficient internal information and bears the expenses
for the Outside Directors to fulfill their roles (use of outside experts, etc.)
・ The Company provides a wide range of training content, including description of business of theCompany, laws, regulations and compliance, corporate governance, and the roles and duties, etc. ofofficers, etc. and supports directors to fully fulfill their functions.
＜Training implementation status in FY2023＞
・ Training for newly appointed officers (April)Participants: newly appointed officers of the Company groupContents: Management policy, Roles of officers in charge, Governance system of the Group,
Legal position of officers, Personnel management/labor management, etc.
・ Training for officers (September)Participants: officers of the Company and Daiwa Securities Co., Ltd.
Contents: Team management, Recent trends in compliance, Issues and responses regarding
personnel/labor in business management, etc.
・ Training for Outside Directors (including training at Outside Directors’ Committee)
Participants: Outside Directors of the Company
Contents: New Medium-Term Management Plan, roles of Outside Directors in the event of atakeover proposal, human resources strategies, geopolitical risk and crisis management in thefinancial and capital markets, etc.
・ Off-site Directors meeting (October)Participants: Directors of the Company
Contents: New developments in DX including generative AI (AI risk management as amanagement strategy)【Principle 5-1】 Policy on Constructive Communication with Shareholders
・ The Company has established the “IR Office” under the “Corporate Planning Dept.”, a fully
specialized dedicated office in charge of IR activities of the Company group that aims to promote
constructive communication with shareholders cooperating with each company of the Company
group.
・ The Company has determined the “Disclosure Policy” which summarizes the general considerations
with regard to the information disclosure. The Company is committed to disclosing the information
in a fair, timely and adequate manner pursuant to the Disclosure Policy.
・ Furthermore, the Company has adopted internal rules, Disclosure Rules, and has also establishedthe Disclosure Committee which, as the subcommittee of the Executive Management Committee,
decides on information disclosure in order to embody the spirits of the policy.
・ The Disclosure Policy is available at the Company’s website:https://www.daiwa-grp.jp/english/ir/disclosurepolicy.html
・ For more details on the IR activities, please see “III. 2. IR Activities” of this report.

【Action to Implement Management That Is Conscious of Cost of Capital and Stock Price】
・ The Company has formulated the Medium-Term Management Plan with financial and non-financial
KPIs as part of management that is conscious of cost of capital and stock price. The Plan is regularly
monitored by the Board of Directors and the Executive Management Committee, and progress isreported at management strategy and other meetings. In addition, the Company actively engages incommunication with investors and analysts, and makes use of such communication in management
strategy and information disclosure.
・ In January 2024, the Company’s P/B ratio had recovered to 1, and as of the end of May 2024, it
exceeded 1. The main factor behind the P/B ratio recovering to 1 was the progress made in results
driven by rising ROE and the Company’s transition to its wealth management business model. Our
analysis shows that the Company’s management strategy of strengthening the Wealth Management
Division and the Asset Management Division has been well received by the market.
・ The cost of capital assumed by the market is estimated to be around 8-9% (cost of capital estimatedusing the narrower definition of CAPM [capital asset pricing model] is around 7%). The Company’s
ROE results in FY2023 were 8.3%, improving to around the same levels as the cost of capital.
・ At the management strategy meeting held in May 2024, the Company disclosed our Medium-Term
Management plan with an initial year of FY2024. As part of our plan including specific initiatives
and timeframes aimed at increasing our P/B ratio, we announced numerical targets of roughly 10%
ROE in FY2026, as well as company-wide and individual strategies.
・ Furthermore, regarding our dividend policy, given that the resilience of the Company’s consolidated
management results has steadily increased, to respond to the expectations of our shareholders byincreasing the predictability of our dividends, in addition to our existing dividend policy calling fora dividend payout ratio of 50% or higher, for the three years from FY2024 to FY2026, the target
period of the current Medium-Term Management Plan, we also announced that we would be setting
the full-year minimum dividend payment at 44 yen per share, the same level as our highest everfull-year dividends.
・ In addition to the Company’s transition to the wealth management business model and thediversification of our business portfolio, through monitoring of capital profitability, performance
evaluations, and capital and personnel reallocation, we are continuing to work to create a businessportfolio that is resilient to the external business environment. In addition to our goals for FY2030
to greatly exceed ordinary income of 350 billion yen and ROE of 10%, we are working to implement
shareholder returns that are highly predictable for our valued shareholders.
・ Current progress on initiatives is disclosed in the “Presentation” section of the Company’s website.
Medium-Term Management Plan (https://www.daiwa-grp.jp/english/about/story.html)
Initiative Progress (https://www.daiwa-grp.jp/english/ir/presentation/)【Disclosure of Dialogue with Shareholders】
・ The Company discloses the status of communication with shareholders, etc. for the most recent
fiscal year on the Company’s website and updates it at least once a year.
・ Matters regarding communication with shareholders, investors, analysts, and other stakeholders,
including the Company’s main correspondents, an overview of shareholders, investors, etc., theareas of responsibility of the correspondents, the main themes of the communication, matters ofinterest to shareholders, the status of feedback provided to management and the Board of Directors,and matters incorporated based on the communication and subsequent feedback are disclosed on
the following website.
Implementation Status of Communication between Management and Shareholders(https://www.daiwa-grp.jp/ir/toolkit/dialogue.html) (in Japanese only)・ Video and audio recordings of earnings announcements and various IR events, as well as summaries
of question-and-answer sessions, are also disclosed on the Company’s website.
Presentation (https://www.daiwa-grp.jp/english/ir/presentation/)・ The Company’s policy on constructive communication with shareholders is described in“【Principle 5-1】 Policy on Constructive Communication with Shareholders” in this report.
2. Capital Structure
Percentage of Foreign Shareholders

From 20% to less than 30%[Status of Major Shareholders] Updated
Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust Account)

Number of
Shares Owned
230,614,000

Percentage (%)
16.45

Custody Bank of Japan, Ltd. (Trust Account)

72,313,000

5.16

Taiyo Life Insurance Company

41,140,000

2.93

Barclays Securities Japan Limited

34,000,000

2.42

Nippon Life Insurance Company

31,164,237

2.22

JAPAN POST HOLDINGS Co., Ltd.

30,000,000

2.14

STATE STREET BANK WEST CLIENT - TREATY 505234

29,842,852

2.12

JP MORGAN CHASE BANK 385781

19,272,458

1.37

Daiwa’s Employee Stock Ownership Association
The Nomura Trust and Banking Co., Ltd. (Investment Trust
Account)

19,091,787

1.36

17,314,300

1.23

Controlling Shareholder (except for Parent―
Company)
Parent Company
Nil
Supplementary Explanation―

3. Corporate Attributes

Fiscal Year-End

Tokyo Stock Exchange Prime Market andNagoya Stock Exchange Premier Market
MarchType of Business

Securities & Commodity Futures Transactions

Listed Stock Market and Market Section

Number of Employees (consolidated) as of
the End of the Previous Fiscal Year

Equal to or more than 1,000

Sales (consolidated) as of the End of thePrevious Fiscal Year

UpdatedNumber of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

Equal to or more than ¥1 trillion
100 or more to less than 300 companies

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―
5. Other Special Circumstances which may have Material Impact on Corporate Governance Updated● Approach and policies related to Group management
・ The Company believes that building a business portfolio aimed at establishing an earnings structurethat is resilient to the external business environment will lead to sustainable growth for the Groupand enhance the Company’s corporate value in the medium to long term.
・ Based on the above management strategy, parallel to establishing the wealth management businessmodel that we have been developing, the Company is promoting the expansion of our businessportfolio.
・ The Company’s goal in our investment in Group companies is to maximize their corporate value.
Our basic policy is to appropriately manage the business activities of our Group companies throughthe exercise of voting rights as shareholders recognized by the Companies Act and other laws andregulations, and through the efficient allocation of management resources including funds andpersonnel. Furthermore, based on our basic policy of ensuring appropriate liquidity throughout theentire Group, the Company performs integrated management and monitoring of our fund liquidity.
・ Some of our Group companies have maintained their public listings to further enhance their businessvalue and to enhance the corporate value of the entire Group.
・ Meanwhile, while ensuring that the rights of the Company’s existing shareholders and the minority
shareholders of our Group companies are not damaged, we respect the independence of the
management of listed Group companies to ensure fair and reasonable transactions.
・ To enhance the corporate value of the Company and its Group companies, in terms of the choices
related to Group company management, we will evaluate either having the shares of our Group
companies listed or maintaining them as listed Group companies.
● The significance of having listed affiliates
・ The Company’s listed Group company’s name is Samty Holdings Co., Ltd. (hereinafter, “Samty
Holdings”).
・ To expand and strengthen our real estate asset management business and to grow our managed assets
and stable earnings, in February 2018, we received a third-party allotment of shares in Samty
Residential Investment Corporation (“Samty Residential”), while also initiating capital participationin Samty Asset Management Co., Ltd. (“Samty AM”), Samty Residential’s asset managementcompany. Thereafter, Samty Co., Ltd. (“Samty”) (*1), the parent company of both Samty
Residential and Samty AM, and the Company furthered our relationship through various
information sharing and engaged in a series of discussions aimed at cooperation in hotel
development.
・ Moreover, in May 2019, to contribute to the growth and increased corporate value of bothcompanies through closer coordination in the form of a long-term partnership, the Group and Samty
concluded the following capital and business alliance agreement. By combining the knowhow inplanning and development and asset management possessed by Samty, which has assets including
hotels throughout Japan, with the customer base and knowhow related to the real estate asset
management business possessed by the Group, the goal of the alliance is to strengthen coordinationin the real estate asset management business, cooperate in large-scale development projects, andcooperate in development in the Asian region.
(i) Strengthen coordination in the asset management business(ii) Provide information on the corporate real estate owned by the Group (*2)(iii) Jointly establish a large-scale hotel development fund(iv) Cooperate with the Company group in development in the Asian region(v) Cooperate in real estate sales to affluent customers and in crowd funding*1 Through a sole-share transfer of Samty shares with an effective date of June 3, 2024, Samty HD,
the wholly owning parent company of Samty, was established. As a result of the share transfer,
Samty’s shares were delisted on May 30, 2024, and on June 3, 2024, Samty HD’s shares were
newly listed on the Tokyo Stock Exchange’s Prime Market.
*2 Information on the commercial real estate owned by the Company group will be provided to the
Samty Group in cases where the Company group deems that doing so is appropriate, The
Company group may also provide such information outside of the Samty Group.
・ Through this type of cooperation, the Company aims to achieve synergies including expanding
alternative investment-related profits with a low correlation with our securities business, expanding
our existing real estate asset management business and real estate investment business, andexpanding the supply of real estate securitized products for our investors. Moreover, by valuing
Samty Group’s history and independence and having the Samty Group utilize the Company’s strong
financial platform and network, we will contribute to the real estate development business and the
expansion and acceleration of our activities in Asia.

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation, etc.
Company with Three Committees

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
The Chair of the Board of Directors
Number of Directors Updated

20
1 yearChairperson(except holding concurrent post of president)
12[Outside Directors]
Number of Outside Directors

UpdatedNumber of Independent Directors designatedamong Outside Directors Updated

66Outside Directors’ Relationship with the Company (1) Updated
Name

Attribute

Eriko Kawai

Academic

Katsuyuki Nishikawa

Attorney at law

Toshio Iwamoto

From another company

Yumiko Murakami

From another company

Noriko Iki

OtherRelationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

Mami Yunoki
Certified Public Accountant* Categories for “Relationship with the Company”* “○” when the Director presently falls or recently fell under the category;“△” when the Director fell under the category in the past
* “●” when a close relative of the Director presently falls or recently fell under the category;“▲” when a close relative of the Director fell under the category in the pasta. Executive of the listed company or its subsidiaries
b. Non-Executive Director or executive of a parent company of the listed company
c. Executive of a fellow subsidiary company of the listed company
d. A party whose major client or supplier is the listed company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the listed company besides compensation as a Director/Audit & Supervisory
Board Member

g. Major shareholder of the listed company (or an executive of the said major shareholder if theshareholder is a legal entity)
h. Executive of a client or supplier company of the listed company (which does not correspond to any ofd, e, or f) (the Director himself/herself only)
i. Executive of a company, between which and the Company outside Directors/Audit & Supervisory
Board Member are mutually appointed (the Director himself/herself only)
j. Executive of a company or organization that receives a donation from the listed company (the Director
himself/herself only)
k. Others
Outside Directors’ Relationship with the Company (2) Updated
Committees
Name

Eriko
Kawai

Nominating
Committee○

Compensation
Committee○

Audit
Committee

Designation
SupplementaryasExplanation of the
Independent
RelationshipDirector○

Outside Audit &Supervisory Board
Member of
Yamaha MotorCo., Ltd.;
Outside Director of
Mitsui FudosanCo., Ltd.;
Senior Advisor ofInternational
Management ForumCo., Ltd.; andExternal Directorof DMG Mori Co.,Ltd.
She has executedan agreement,
which sets forththat the maximum
amount of liability
under the said
agreement shall be
10 million yen or
the minimum
liability amount in
Article 425 of theCompanies Act,
whichever ishigher.

Reasons for Appointment＜Reasons for Appointment
as Outside Director＞
She held positions such as
the Pension Funds
Administrator of BIS and
OECD, etc. The Company
believes that she is qualified
for the Outside Director
because she has extensive
experience at global
companies and internationalorganizations, as well as
experience and record as amanager.
＜Reasons for Appointment
as Independent Director＞
She fulfills the requirements
for Independent Directors as
defined by the Company andthe stock exchanges.
Because the Company
believes that there is noconflict of interest between
general shareholders andher, the Company designates
her as an Independent
Director.

Committees
Name

Katsuyuki
Nishikawa

Nominating
Committee○

Compensation
Committee

Audit
Committee○

Designation
SupplementaryasExplanation of the
Independent
RelationshipDirector○

Attorney at
Nishikawa
Katsuyuki Law
Office; andOutside Audit &Supervisory Board
Member of Aeon
Hokkaido
Corporation.
He has executed anagreement, whichsets forth that the
maximum amountof liability under
the said agreement
shall be 10 million
yen or theminimum liability
amount in Article
425 of theCompanies Act,
whichever ishigher.

Reasons for Appointment＜Reasons for Appointment
as Outside Director＞
He served successively as
the Vice-Minister of Justice,
the Superintending
Prosecutor of the Tokyo
High Public Prosecutors
Office and the Prosecutor
General and is currently an
attorney at law. The
Company believes that he isqualified for the Outside
Director because he has
ample experience andprofessional knowledge
about law and complianceaccumulated through his
career.
＜Reasons for Appointment
as Independent Director＞
He fulfills the requirements
for Independent Directors as
defined by the Company andthe stock exchanges.
Because it is believed that
there is no conflict ofinterest between generalshareholders and him, theCompany designates him as
an Independent Director.

Committees
NameToshioIwamotoNominating
Committee○

Compensation
Committee○

Audit
Committee

Designation
SupplementaryasExplanation of the
Independent
RelationshipDirector○

Advisor of NTT
DATA Group
Corporation;
Outside Director of
East Japan
Railway Company;
External Directorof Isetan
Mitsukoshi
Holdings Ltd.; andOutside Director of
Sumitomo ForestryCo., Ltd.
He has executed anagreement, whichsets forth that the
maximum amountof liability under
the said agreement
shall be 10 million
yen or theminimum liability
amount in Article
425 of theCompanies Act,
whichever ishigher.

Reasons for Appointment＜Reasons for Appointment
as Outside Director＞
He held positions such as the
President of NTT DATA
Corporation, etc. andcurrently is the Advisor of
NTT DATA Group
Corporation. The Company
believes that he is qualified
for the Outside Director
because he has significant
accumulated experience inmanagement of global
companies and experienceand extensive knowledge
about IT through his career.
＜Reasons for Appointment
as Independent Director＞
He fulfills the requirements
for Independent Directors as
defined by the Company andthe stock exchanges.
Because it is believed that
there is no conflict ofinterest between generalshareholders and him, theCompany designates him as
an Independent Director.

Committees
Name

YumikoMurakami

Nominating
Committee

Compensation
Committee○

Audit
Committee○

Designation
SupplementaryasExplanation of the
Independent
RelationshipDirector○

General Partner ofMPower; andOutside Director of
RAKSUL INC.
She has executedan agreement,
which sets forththat the maximum
amount of liability
under the said
agreement shall be
10 million yen or
the minimum
liability amount in
Article 425 of theCompanies Act,
whichever ishigher.

Reasons for Appointment＜Reasons for Appointment
as Outside Director＞
She worked for the United
Nations, Goldman Sachs
Japan Co., Ltd. and Credit
Suisse Securities (Japan)
Limited, and Head of
Organization for Economic
Cooperation andDevelopment (OECD) Tokyo
Centre. The Company
believes that she is qualified
for the Outside Director
because she has significant
global experience andexperience about corporate
management andunderstanding of the
securities business throughher career.
＜Reasons for Appointment
as Independent Director＞
She fulfills the requirements
for Independent Directors as
defined by the Company andthe stock exchanges.
Because the Company
believes that there is noconflict of interest between
general shareholders andher, the Company designates
her as an Independent
Director.

Committees
Name

Noriko Iki

Nominating
Committee○

Compensation
Committee

Audit
Committee○

Designation
SupplementaryasExplanation of the
Independent
RelationshipDirector○

Special Adviser ofJapan Institute for
Women’s
Empowerment &Diversity
Management; andOutside Director of
FUJI KYUKO CO.,LTD.
She has executedan agreement,
which sets forththat the maximum
amount of liability
under the said
agreement shall be
10 million yen or
the minimum
liability amount in
Article 425 of theCompanies Act,
whichever ishigher.

Reasons for Appointment＜Reasons for Appointment
as Outside Director＞
She served successively as
the Director-General of
Equal Employment,Children and Families
Bureau, Ministry of Health,Labour and Welfare, theDirector-General of Tokyo
Labor Bureau, Ministry of
Health, Labour and Welfare,and Ambassador
Extraordinary andPlenipotentiary to Brunei.
The Company believes that
she is qualified for theOutside Director because
she has expert knowledge andexperience related to laboradministration and diversity
and significant global
experience through her
career.
＜Reasons for Appointment
as Independent Director＞
She fulfills the requirements
for Independent Directors as
defined by the Company andthe stock exchanges.
Because the Company
believes that there is noconflict of interest between
general shareholders andher, the Company designates
her as an Independent
Director.

Committees
Name

Nominating
Committee

Mami

Compensation
Committee

Audit
Committee○

Yunoki

Designation
SupplementaryasExplanation of the
Independent
RelationshipDirector○○

Reasons for Appointment＜Reasons for Appointment
as Outside Director＞
She has been involved in
auditing many listedcompanies as a certified
public accountant for many
years atPricewaterhouseCoopers
Aarata (currently known as
PricewaterhouseCoopers
Japan LLC). The Company
believes that she is qualified
for the Outside Director
because she has expert
knowledge and experience
related to financial accounting
through her career.
＜Reasons for Appointment
as Independent Director＞
She fulfills the requirements
for Independent Directors as
defined by the Company andthe stock exchanges.
Because the Company
believes that there is noconflict of interest between
general shareholders andher, the Company designates
her as an Independent
Director.

Representative ofMami Yunoki
Certified Public
Accountant Office;and Outside Audit& Supervisory
Board Member of
ChugaiPharmaceutical Co.,Ltd.
She has executedan agreement,
which sets forththat the maximum
amount of liability
under the said
agreement shall be
10 million yen or
the minimum
liability amount in
Article 425 of theCompanies Act,
whichever ishigher.

[Committees]
Committee’s Composition and Attributes of the chair Updated

Nomination
Committee
Compensation
Committee
Audit
Committee

All Committee Full-timeMembers
Members

Internal
Directors

OutsideDirectors

The Chair

6

0

2

4

Outside Director

6

0

2

4

Outside Director

5

1

1

4

Outside Director

[Corporate Executive Officers (Shikkoyaku)]
Number of Corporate Executive Officers(Shikkoyaku)

12

Status of Additional Duties Updated
Additional Duties as Director
Name

Representative
Authority

Akihiko Ogino

Yes

Shinsuke Niizuma

Additional
Duties as
Employee

Nomination
Committee
MemberCompensation
Committee
Member

Yes

Yes

Yes

No

Yes

Yes

No

No

No

Keiko Tashiro

No

Yes

No

No

No

Tomoyuki Murase

No

No

No

No

No

Eiji Sato

No

Yes

No

No

No

Hiroko Sakurai

No

No

No

No

No

Junichi Serizawa

No

No

No

No

No

Kana Shirakawa

No

No

No

No

No

Tsutomu Kobayashi

No

No

No

No

No

Kotaro Yoshida

No

No

No

No

No

Keiichi Ishikawa

No

No

No

No

No

Seiji Nakata

No

Yes

Yes

Yes

No

[Auditing Structure]
Appointment of Directors and/or Employees
Appointed
to Support Audit Committee
Matters Related to the Independence of Such Directors and/or Employees from Corporate Executive
Officers (Shikkoyaku)
・ The Company has established Audit Committee’s Office as a full-time post to support the duties of
Audit Committee.
・ Personnel affairs, change of organization, etc. of the Audit Committee’s Office require consent ofAudit Committee or Audit Committee Member appointed by Audit Committee.
Cooperation among Audit Committee, Accounting Auditors and Internal Audit Division Updated
・ In FY2023, Audit Committee held periodic meetings three times with KPMG AZSA LLC,
Accounting Auditors. Audit Committee has received reports on audit plan, circumstances and resultof the audit, etc. from Accounting Auditors, and has evaluated independence and the quality control
system of Accounting Auditors.
・ Furthermore, Audit Committee Member appointed by Audit Committee, has been conducting
hearings with Accounting Auditors as necessary.

・ Audit Committee has provided “Policy of Determination of Dismissal or Non-Reappointment to
Accounting Auditors” and receives explanations about the audit Remuneration of the Accounting
Auditors from the section in charge and consents to it.
・ In FY2023, Audit Committee received reports six times from the Internal Audit Department on thecircumstances of internal audit of the Company and the group companies.
・ Furthermore, Audit Committee Member appointed by Audit Committee, makes inquiries to theInternal Audit Department on progress and results of internal audits as necessary, and attends theGroup Internal Audit meetings and makes remarks as necessary.
・ Audit Committee or Audit Committee Member appointed by Audit Committee consent to important
issues on the internal audit, such as Audit Policy of Internal Audit or formulation of internal audit
plan etc.
・ Audit Committee is able to delegate investigation to the Internal Audit Department as necessary.
[Independent Directors]
Number of Independent Directors

6

Matters relating to Independent Directors―[Incentives]
Incentive Policies for Directors and/or
Corporate Executive Officers (Shikkoyaku)

Introduction of Performance-linked Remuneration andothersSupplementary Explanation Updated
Stock-linked Remuneration
・ To increase the link between remuneration and shareholders’ value, the Company grants, as Stock-linked
remuneration, restricted stock, etc. the value of which corresponds to a certain percentage of baseremuneration as non-monetary remuneration at a certain time every year.
Performance-linked Remuneration
・ Determined depending on the level of individual contribution, mainly on the basis of consolidated ROE
and consolidated ordinary income, which are set as Performance KPIs of the Medium-Term Management
Plan, while also comprehensively taking into account achievement status of the managerial goals set in
the Medium-Term Management Plan and the other relevant factors and paid in cash and restricted stock,etc. at a certain time every year.
・ A certain limit is set on Performance-linked remuneration to be paid in cash based on businessperformance. If Performance-linked remuneration exceeds the limit, the exceeded amount will be paidin restricted stock instead of cash.
・ It does not apply to Directors who do not serve as Corporate Executive Officers.
※Please refer to Appendix 3 for ratio of Performance-linked Remuneration and remuneration otherthan Performance-linked remuneration, indicators for Performance-linked Remuneration, reasonsfor choosing the indicators, and how to determine Performance-linked Remuneration.
※Regarding the Stock Options, the Company issued Series 20 Share Acquisition Rights in August2023 as stock options to employees of the Company and its subsidiaries, and directors andexecutive officers of the Company’s subsidiaries as an incentive to contribute towards increasing
consolidated performance and to enable the recruitment of talented personnel.
Recipients of Stock Options
Supplementary Explanation―[Compensation for Directors and Corporate Executive Officers (Shikkoyaku)]
Disclosure of Individual Directors’ Remuneration
Disclosure of Individual Corporate Executive
Officers’ (Shikkoyaku) Remuneration

Selected Directors
Selected Corporate Executive Officers (Shikkoyaku)

Supplementary Explanation Updated
・ In FY2023, Amounts of Remunerations, etc. paid based on Resolution of the Compensation
Committee for 10 Directors were 235 million yen, and for 12 Corporate Executive Officers(Shikkoyaku) were 1,402 million yen, totaling 1,638 million yen for 22 members.
※ Performance-linked Remuneration is included.
※ The above paid amounts include Restricted Stock allotted to the Directors and Corporate
Executive Officers (Shikkoyaku) valued at 181 million yen in total.
※ The total Remuneration, etc. paid to the 8 Outside Directors was 144 million yen.
※ The Remunerations to the 5 Directors who also serve as Corporate Executive Officers(Shikkoyaku) are stated in the amount paid to the Corporate Executive Officers (Shikkoyaku).
Disclosure Status of Remuneration for Directors and Corporate Executive Officers (Shikkoyaku)
is as follows:
・ Takashi Hibino: amount of consolidated Remuneration 241 million yen(Base Remuneration 115 million yen, Restricted Stock 23 million yen, Performance-linked
Remuneration 101 million yen)･ Seiji Nakata: amount of consolidated Remuneration 287 million yen(Base Remuneration 115 million yen, Restricted Stock 23 million yen, Performance-linked
Remuneration 147 million yen)･ Toshihiro Matsui: amount of consolidated Remuneration 195 million yen(Base Remuneration 86 million yen, Restricted Stock 17 million yen, Performance-linked
Remuneration 91 million yen)･ Keiko Tashiro: amount of consolidated Remuneration 143 million yen(Base Remuneration 66 million yen, Restricted Stock 13 million yen, Performance-linked
Remuneration 63 million yen)
･ Akihiko Ogino: amount of consolidated Remuneration 143 million yen(Base Remuneration 66 million yen, Restricted Stock 13 million yen, Performance-linked
Remuneration 63 million yen)･ Shinsuke Niizuma: amount of consolidated Remuneration 140 million yen(Base Remuneration 65 million yen, Restricted Stock 13 million yen, Performance-linked
Remuneration 61 million yen)

･ Tomoyuki Murase: amount of consolidated Remuneration 142 million yen(Base Remuneration 65 million yen, Restricted Stock 13 million yen, Performance-linked
Remuneration 63 million yen)･ Hiroko Sakurai: amount of consolidated Remuneration 115 million yen(Base Remuneration 53 million yen, Restricted Stock 10 million yen, Performance-linked
Remuneration 50 million yen)･ Eiji Sato: amount of consolidated Remuneration 115 million yen(Base Remuneration 53 million yen, Restricted Stock 10 million yen, Performance-linked
Remuneration 50 million yen)･ Kana Shirakawa: amount of consolidated Remuneration 115 million yen(Base Remuneration 53 million yen, Restricted Stock 10 million yen, Performance-linked
Remuneration 50 million yen)
※ The Director or Corporate Executive Officer (Shikkoyaku) whose total Remuneration, etc.
paid is equal to or more than 100 million yen are listed above.
※ Performance-linked Remuneration does not include the amount granted as Restricted Stock.
Policy on Determining Remuneration
Amounts and Calculation Methods Updated

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
As stipulated by the Companies Act, the Compensation Committee has determined “Policies for
Determination of Remuneration of Directors and Corporate Executive Officers”.
Compensation for Directors and Corporate Executive Officers (Shikkoyaku) is determined basedon the following fundamental policies.
・ To create effective incentives, which contribute to the increase of shareholders’ value through soundbusiness development and also lead to the improvement of business performance in the short-term andin the medium/long-term.
・ To maintain a remuneration level which is competitive enough to recruit and retain people not only inJapan but also in the world as a global securities company group.
・ To ensure the execution and supervision functions operated effectively as a company with a nominating
committee, etc.
Remuneration for Directors and Corporate Executive Officers (Shikkoyaku) that the Compensation
Committee has determined is comprised of Base Remuneration, Stock-linked Remuneration, andPerformance-linked Remuneration which are described as below.
○ Base Remuneration
・ Base Remuneration is a fixed amount calculated based on his/her position, duties and role, and paidin cash monthly.
○ Stock-linked Remuneration
・ To increase the link between remuneration and shareholders’ value, the Company grants, as Stock-linked
remuneration, restricted stock, etc. the value of which corresponds to a certain percentage of baseremuneration as non-monetary remuneration at a certain time every year.
○ Performance-linked Remuneration
・ Determined depending on the level of individual contribution, mainly on the basis of consolidated ROE
consolidated ordinary income, and base income which are set as Performance KPIs of the Medium-Term
Management Plan, while also comprehensively taking into account achievement status of the managerial

goals set in the Medium-Term Management Plan and the other relevant factors and paid in cash andrestricted stock, etc. at a certain time every year.
・ A certain limit is set on Performance-linked remuneration to be paid in cash based on businessperformance. If Performance-linked remuneration exceeds the limit, the exceeded amount will be paidin restricted stock instead of cash.
・ It does not apply to Directors who do not serve as Corporate Executive Officers.
○ Stock-linked Remuneration
・ To increase the link between remuneration and shareholders’ value, the Company grants, as Stock-linked
remuneration, restricted stock, etc. the value of which corresponds to a certain percentage of baseremuneration as non-monetary remuneration at a certain time every year.
・ It does not apply to Outside Directors.

[Supporting System for Outside Directors] Updated
The Company shares sufficient internal information with Outside Directors, including following
measures.
・ Corporate Secretariat and Corporate Planning Dept. which act as a joint secretariat of the Board of
Directors and drafting department provide explanation of planned agenda and distribute referencematerials to Outside Directors at least one day before the meeting of the Board of Directors. Media
including video is also used in these explanations.
・ Secretariat of each Committee supports Outside Directors who are chosen to be members ofNominating Committee, Compensation Committee, and/or Audit Committee.
[Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)]
Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.) Updated
Employment terms(Full/part time,
with/withoutcompensation, etc.)

Date when former
role as president/ Term
CEO ended

Name

Job title/
position

Responsibilities

Takashi
HibinoSpecialAdviser

Activities
Part-time,
contributing to thewith compensation
financial world, etc.

2024/03/31

2025/03/31

Shigeharu
Suzuki

Honorary
AdvisorActivities
Part-time,
contributing to theno compensation
financial world, etc.

2017/03/31

Indefinite

YoshinariHonorary

Hara

AdvisorActivities
Part-time,
contributing to thefinancial world, etc. no compensation

2008/06/21

Indefinite

Number of retired presidents/CEOs holding
advisory positions (sodanyaku, komon, etc.)3

Updated
Others Updated
・ The Company might assign former CEOs as a Special Adviser and Honorary Advisor to get themengage in external activities in financial world etc.

・ The Special Adviser and Honorary Advisor are not involved in business execution and oversight ofit.
・ As for the Honorary Advisor, the term of office is indefinite. However, in case where compensation
is paid to the Honorary Advisor, the term of office of such Honorary Advisor is fixed for a certain
period of time after retirement (up to two years in total).
・ The Company believes that advisor system has certain value for improvement of corporate value
and will retain the present system.
2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions, etc. (Overview of Current Corporate Governance System)

UpdatedThe corporate governance system of the Company consists of (i) the Board of Directors and theThree Committees (Nominating Committee, Audit Committee, and Compensation Committee) as asupervising body, (ii) Outside Directors’ Committee as a subcommittee of the Board of Directors, (iii)
Executive Management Committee and its subcommittees (Group Risk Management Committee,
Group Compliance Committee, Disclosure Committee, and Group Digital Strategy Committee) as an
executing body, and (iv) Group Internal Audit Committee, which is an internal audit body directly
overseen by the CEO.
In order to have a variety of views in a group management, the Company has assigned eight females
as its Director and Corporate Executive Officer (Shikkoyaku). The Company group has also assigned
nineteen females as its Directors, Corporate Executive Officers (Shikkoyaku), Executive Officers(Shikkoyakuin) and Audit & Supervisory Board Member.
1. Business Execution
・ The Company established the “Executive Management Committee” as a decision-making body
regarding business execution to deliberate and determine important business matters and theCompany group’s business strategy and the basic policy on the structural problems between thegroup companies.
・ Executive Management Committee consists of all of the Corporate Executive Officers and is held
once or more than once every three months. In FY2023, there were eighteen meetings in total.
・ In order to make the management decisions promptly, the Board of Directors delegated decisionmaking powers to the Executive Management Committee as much as possible. Furthermore, to havemore expert deliberation, the Company established four subcommittees (Group Risk Management
Committee, Group Compliance Committee, Disclosure Committee, and Group Digital Strategy
Committee) each of which consists of certain Corporate Executive Officers (Shikkoyaku), etc.
・ The Corporate Executive Officers (Shikkoyaku) of the Company hold main posts of Directors ingroup companies to have unity among group management and enable efficient and effective
implementation of the divisional strategies based on the Company groups’ strategy.
2. Auditing and Oversight・ As the auditing section of the management, the Company has established the Board of Directors, inwhich a Board Chairperson served as the chair and “Nominating Committee”, “Audit Committee”
and “Compensation Committee” in each of which Outside Directors hold the majority and serve as
chair.
・ The Board of Directors determine core management matters such as basic management policy,
matters related to election and dismissal of Corporate Executive Officers (Shikkoyaku), division ofduties and command system, etc. among Corporate Executive Officers (Shikkoyaku), internalcontrol systems and risk management environments. In order to make management decisions
promptly and to enhance efficient group management, the Board of Directors delegates decisionmaking powers to the Corporate Executive Officers (Shikkoyaku) as much as possible. In addition,
by supervising the execution of duties of the Directors and the Corporate Executive Officers(Shikkoyaku), the Company aims to ensure the fairness and transparency of the Group management
and to achieve sustainable growth and maximization of corporate value over the medium to longterm based on the corporate philosophy.
・ The Board of Directors, in which a Board Chairperson served as the chair, is held once or more thanonce every three months. In FY2023, there were ten meetings in total. As of the date of submission,
the Board of Directors consists of twelve members, six of whom are Outside Directors, seven ofwhom do not serve as the Corporate Executive Officers (Shikkoyaku) and six of whom are females.
・ The members of the Board of Directors and their status of attendance in FY2023 are as follows.
Seiji Nakata (Chair) 10/10 (100%)
Akihiko Ogino 10/10 (100%)
Shinsuke Niizuma (New Appointment) (Note 1) (Note 2)
Keiko Tashiro 10/10 (100%)
Eiji Sato (New Appointment) (Note 1) (Note 2)
Sachiko Hanaoka 10/10 (100%)
Eriko Kawai 10/10 (100%) (Note 3)
Katsuyuki Nishikawa 10/10 (100%) (Note 3)
Toshio Iwamoto 10/10 (100%) (Note 3)
Yumiko Murakami 10/10 (100%) (Note 3)
Noriko Iki 8/8 (100%) (Note 3) (Note 4)
Mami Yunoki (New Appointment) (Note 1) (Note 3) (Note 5)(Note 1) Appointed on June 21, 2024.
(Note 2) Attended at the Board of Directors as Corporate Executive Officer in FY2023. The statusof attendance was 10/10 (100%).
(Note 3) Outside Directors.
(Note 4) Appointed on June 28, 2023.
(Note 5) Her name in the family register is Mami Kato.
(Note 6) The dates of retirement and attendance for retired Directors is as follows.
Takashi Hibino
Retired as Chairperson of the Board on March 31, 2024
Retired as Director as of the conclusion of the Annual Shareholders
Meeting held on June 21, 2024
FY2023 attendance rate at Board of Directors meetings of 100%
(10/10 meetings)
Toshihiro Matsui
Retired as Director as of the conclusion of the Annual Shareholders
Meeting held on June 21, 2024
FY2023 attendance rate at Board of Directors meetings of 100%
(10/10 meetings)
Hiromasa Kawashima Retired as Director on March 31, 2024
FY2023 attendance rate at Board of Directors meetings of 100%
(10/10 meetings)
Hirotaka Takeuchi
Retired as Outside Director as of the conclusion of the Annual
Shareholders Meeting held on June 21, 2024
FY2023 attendance rate at Board of Directors meetings of 100%
(10/10 meetings)

Ikuo Nishikawa

Retired as Outside Director as of the conclusion of the Annual
Shareholders Meeting held on June 21, 2024
FY2023 attendance rate at Board of Directors meetings of 100%
(10/10 meetings)

2. Auditing and Oversight (1): Nominating Committee
・ The Nominating Committee examines the composition of the Board of Directors and the basic idea
of candidates for Director in consideration of corporate governance, and selection of candidates for
Director, the succession plan of the CEO, etc.
・ The meetings of the Nominating Committee are held once or more a year. In FY2023, there werefour meetings in total.
・ Nominating Committee consists of four Outside Directors, including the chair, and two Internal
Directors.
・ The members of the Nominating Committee and their status of attendance in FY2023 are as follows.
Toshio Iwamoto (Chair) 4/4 (100%) (Note 1)
Seiji Nakata 4/4 (100%)
Akihiko Ogino (New Appointment) (Note 2)
Eriko Kawai 4/4 (100%) (Note 1)
Katsuyuki Nishikawa 4/4 (100%) (Note 1)
Noriko Iki 4/4 (100%) (Note 1)(Note 1) Outside Directors.
(Note 2) Appointed in June 2024.
(Note 3) The status of attendance of former Directors Takashi Hibino and Hirotaka Takeuchi, who
retired in June 2024, was 4/4 (100%).
・ In order to nominate Directors from multiple points of view, the specialized expertise of the Outside
Directors is taken into consideration.
＜Policies for selection of candidates to serve as the Directors＞
Policies for selection of candidates to the position of Directors are described below:
・ Able to exert maximum effort to actualize the Company group’s Corporate Principles.
・ Have a high sense of ethics and morals and take the initiative to set a good example.
・ Have experience in the course of business or have expert knowledge in law, accounting, ormanagement, etc.
Outside Directors must also fulfill the requirements for independence listed below, in addition to
the requirements above:・ Should have no work experience as an Executive Director, Corporate Executive Officer(Shikkoyaku), Executive Officer (Shikkoyakuin), or any other person equivalent to these oran employee of the Company group.
・ Should not be a Director, Corporate Executive Officer (Shikkoyaku), manager or employee
of a company whose major shareholder is the Company group or which is the main business
partner of the Company group.
・ Have no matter which impairs the independence in order to perform the duty as the Director.
In principle, the total tenure of Outside Directors shall not exceed eight years, and regardlessof the reason, individuals who have served for more than 10 years in total shall not be an
Outside Director candidate.

＜Composition of the Board of Directors＞
Composition of the Board of Directors is described below:
・ In principle, one-third or more of the members of Directors shall be elected as Independent
Outside Directors and the majority of the Directors shall not concurrently serve as Corporate
Executive Officers (Shikkoyaku).
・ The Company endeavors to ensure a balance of knowledge, experience and ability, anddiversity including gender, internationality, etc. The ratio of female Directors shall be 30%
or more in principle.
2. Auditing and Oversight (2): Audit Committee
・ Audit Committee is in charge of auditing the execution of duties by the Directors and Corporate
Executive Officers (Shikkoyaku), auditing business reports and financial statements, etc., preparing
audit reports, and determining the content of proposals to be submitted at shareholders’ meetings
regarding the election or dismissal and non-reappointment of the Accounting Auditor.
・ In principle, meetings of Audit Committee are held once a month. In FY2023, there were fourteen
meetings in total.
・ Audit Committee consists of five Directors who do not serve as Corporate Executive Officers(Shikkoyaku). Four members, including the chair, are Outside Directors and one other member isfull-time Internal Director. Katsuyuki Nishikawa, the chair of Audit Committee, served as theprosecutor general, etc. and is a qualified attorney at law, and has considerable knowledge of law.
Mami Yunoki, the member of Audit Committee, is a Certified Public Accountant, and has
considerable knowledge of finance and accounting.
・ The members of Audit Committee and their status of attendance in FY2023 are as follows.
Katsuyuki Nishikawa (Chair) 14/14 (100%) (Note 1)
Sachiko Hanaoka 14/14 (100%)
Yumiko Murakami 14/14 (100%) (Note 1)
Noriko Iki 10/10 (100%) (Note 1)
Mami Yunoki (New Appointment) (Note 1) (Note 2) (Note 3)(Note 1) Outside Directors.
(Note 2) Appointed in June 2024.
(Note 3) The name in her family register is Mami Kato.
(Note 4) The status of attendance of former Director Ikuo Nishikawa, who retired in June 2024, was
14/14 (100%).
(Note 5) The status of attendance of Director Hiromasa Kawashima, who retired in March 2024,
was 14/14 (100%).
・ Audit Committee members attend meetings of the Board of Directors, and Audit Committee
Member appointed by Audit Committee attends the Executive Management Committee as well asother important meetings and has report hearings from Directors and employees to share theinformation with other Audit Committee members, in order for the Company to create anenvironment for the effective audit by Audit Committee.
・ The Company has established Audit Committee’s Office as a full-time post to support Audit
Committee.
・ Audit Committee, in compliance with audit standards of Audit Committee established by Audit
Committee and in accordance with the policy of audit, division of duties and the like, conducts
audits in cooperation with the Internal Audit Division and Accounting Auditors. In FY2023, Audit
Committee carried out audits with the following as priority issues: (1) initiatives aimed at pursuingcustomers’ best interests, (2) the hybrid business and investment risk management, and (3) Internal
control of domestic and overseas group companies.
2. Auditing, Oversight (3): Compensation Committee
・ The Compensation Committee discusses issues related to Director remuneration policy anddecisions upon individual remuneration, as well as the incentive plan of the Company group, toensure the enhancement of consolidated earnings, etc.
・ The meetings of the Compensation Committee are held once or more a year. In FY2023 there were
five meetings in total.
・ Compensation Committee consists of four Outside Directors including the chair and two Internal
Directors.
・ The members of the Compensation Committee and their status of attendance in FY2023 are as
follows.
Eriko Kawai (Chair) 5/5 (100%) (Note 1)
Seiji Nakata 5/5 (100%)
Akihiko Ogino (New Appointment) (Note 2)
Toshio Iwamoto 5/5 (100%) (Note 1)
Yumiko Murakami 5/5 (100%) (Note 1)
Mami Yunoki (New Appointment) (Note 1) (Note 2)(Note 1) Outside Directors.
(Note 2) Appointed in June 2024.
(Note 3) The status of attendance of former Directors Takashi Hibino, Hirotaka Takeuchi, and Ikuo
Nishikawa, who retired in June 2024, was 5/5 (100%).
・ The specialized expertise of the Outside Directors is taken into consideration so that theCompensation Committee can plan, operate, and verify rational Remuneration system.
3. Other meetings (1): Group Risk Management Committee
・ Group Risk Management Committee deals with the group risk management system and the statusof the risk of the Company group etc., deliberates and decides upon policy and concrete measureson risk management.
・ The Committee consists of seven Corporate Executive Officers (Shikkoyaku) and three Executive
Officer (Shikkoyakuin). The CEO is the chair of the committee; the meetings are held once or morethan once every three months. In FY2023 there were eight meetings in total.
3. Other meetings (2): Group Compliance Committee
・ Group Compliance Committee deliberates and decides general policies and specific measures on
the compliance with the laws and regulations, establishment of corporate ethics, internal control,etc. of the Company group.
・ The Committee consists of eight Corporate Executive Officers (Shikkoyaku) and four Executive
Officers (Shikkoyakuin). The CEO is the chair of the Committee; the meetings are held once ormore than once every three months. In FY2023 there were six meetings in total.
3. Other meetings (3): Disclosure Committee
・ Disclosure Committee is in charge of decision making regarding disclosure of the Company group’s
information on management, effectiveness and appropriateness of internal control system, the scopeof consolidated financial reporting, etc. In principle, the meetings of the Committee are held before
the quarterly earnings announcement, disclosure of a securities report or a semi-annual securities

report. Committee meetings are also held from time to time when certain important matters to bedisclosed occur.
・ The Committee consists of seven Corporate Executive Officers (Shikkoyaku), who are in charge ofthe sections which have close relations to the above decision making and who have jurisdiction oversuch section and two other members, a total of nine members. In principle, the chair of theCommittee is CFO. In FY2023 there were seventeen meetings in total.
3. Other meetings (4): Group Digital Strategy Committee
・ Group Digital Strategy Committee deliberates and decides to integrate management strategy anddigital strategy, enhance speed of the decision-making related to IT investment and improve IT
investment efficiency.
・ The Committee consists of six Corporate Executive Officers (Shikkoyaku) and one Executive
Officer (Shikkoyakuin), a total of seven members. The CEO is the chair of the Committee; themeetings are held once every six months in principle. In FY2023 there were two meetings in total,
including one meeting of the Group IT Strategy Committee.
※ In January 2024, the Company changed the name of the Group IT Strategy Committee to the Group
Digital Strategy Committee and fused it with the Data-Driven Business Council.
3. Other meetings (5): Group Internal Audit Committee
・ The Group Internal Audit Committee deliberates on and determines matters concerning thedevelopment of the internal audit system and verification of internal controls in relation to theGroup`s business operation to ensure the appropriateness and effectiveness of the Group’s business
operations, internal audit system, and internal controls.
・ The Committee consists of nine Corporate Executive Officers (Shikkoyaku) and four Executive
Officers (Shikkoyakuin). The CEO is the chair of the Committee; the meetings are held once ormore than once every three months. In FY2023 there were five meetings in total.
3. Other meetings (6): Outside Directors’ Committee
・ Outside Directors’ Committee is comprised of all Outside Directors of the Company. The primary
purpose of the Outside Directors’ Committee is sharing information among the Outside Directors
and aims to exchange their opinions on issues including contents related to agenda items of theBoard of Directors. The chair is appointed from among the members of the committee, and Director
Katsuyuki Nishikawa was appointed the chair in FY2023.
The meetings of the Committee are held once or more a year. In FY2023, the meeting was held fivetimes to cover topics such as the new Medium-Term Management Plan, the role of Outside Directors
in the event of a takeover proposal, human resources strategy, geopolitical risks, and crisis
management in the financial and capital markets, and for discussions with the President and CEO.
.
4. Organization, Staff, Procedure of the Audit
・ Based on the recognition that the establishment of a sound and efficient internal control systemenhances the value of the Group, and having concluded that the internal audit plays an importantrole in such a system, the Company has positioned a full-time Internal Audit Corporate Executive
Officer (Shikkoyaku) in charge, and has an Internal Audit Department, which is independent fromother sections, verify the internal control system. Internal audit plans are subject to approval by andresults of the audits are presented to the Group Internal Audit Committee. Furthermore, internal
audit plans require consent by Audit Committee or Appointed Audit Committee Member who hasbeen given certain authority from Audit Committee, and the results of the audits are also reported
directly to Audit Committee.
・ The Company’s Internal Audit Department liaises and coordinates with Audit Committee andAccounting Auditors in order to carry out its auditing in an appropriate and efficient manner. Also,
the Internal Audit Department may be commissioned by Audit Committee to do investigative duties.
・ The Company’s Internal Audit Department audits the Group companies directly and monitors andcoordinates the activities of Internal Audit Divisions set up with major Group companies.
・ The Certified Public Accountants of the Company are Mr. Kenji Tanaka, Mr. Tomomi Mase, andMr. Koji Fukai, who have executed accounting audit services, and they are designated memberswith limited liability of KPMG AZSA LLC based on Article 34-10-5 of the Certified Public
Accountants Act. All of the aforesaid members have audited continuously within a term of 7 years.
3. Reasons for Adoption of Current Corporate Governance System
The Company has adopted Three Committees System (a company with nominating committee, etc.) as
an institutional design with the objective of supervising management through the following (1) and (2).
(1) Making swift and decisive decisions by having the Board of Directors assign wide-ranging authority
to Corporate Executive Officers (Shikkoyaku) and clarifying the division of duties among
Corporate Executive Officers (Shikkoyaku).
(2) Improving transparency and fairness of the management by establishing three committees: theNominating Committee, Audit Committee and Compensation Committee with highly independent
Outside Directors as a majority of their members.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
UpdatedSupplementary Explanations
Early Notification of
Convocation of General
Shareholder Meeting

Scheduling the General
Shareholders Meeting
Avoiding the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform and othermeasures to enhance theenvironment for Institutional
Investors to exercise voting
rightsProviding Convocation
Notice in English (Summary)

2. IR Activities

・ Since 2005, the Company has sent Notice of Convocation of theGeneral Shareholders Meeting more than three weeks before the day
when General Shareholders Meeting is held.
・In 2024, the Company sent such a notification on May 30, i.e., morethan three weeks before the day of the General Shareholders Meeting.
・The Company has decided the date by avoiding the peak day andconsidering schedule of the venue, efficiency, reduction of the cost andother aspects comprehensively.
・The General Shareholders Meeting in 2024 was held on June 21.
・The Company has enabled shareholders to exercise their voting rights
by the Internet (including smartphone and cell-phone).
・ The Company has participated in “Electronic Voting Platform for
Institutional Investors” managed by ICJ Corporation.
・ The Company has created the Notice of Convocation of General
Shareholders Meeting in English and has posted on the website of theCompany.

UpdatedSupplementary Explanations

Preparation and Publicationof Disclosure Policy

Regular Investor Briefings
for Individual Investors

・The Company has adopted the “Disclosure Policy”,
which sort out basic views on information disclosure,and has disclosed it on the website of the Company.
・The Company has established the “For Individual
Investors page” for individual investors on thewebsite to enhance the usability by gathering theinformation on IR.
・ In FY2023, Company information sessions forindividual investors hosted virtually by the IR Dept.
were held three times, and one video was created topromote the understanding of individual investors,
which was viewed by a total of approximately 3,000
people (total number of live participants and ondemand viewers).
・The Company provides live streams of the regulartelephone conferences for Financial Results withanalysts and institutional investors on the Internet (thewebsite of the Company) and keeps the recording
available for six months. Management strategy

Explanation byRepresentative－YesRegular Investor Briefings
for Analysts andInstitutional Investors

Regular Investor Briefings
for Overseas Investors

Posting of IR Materials on
Websitemeetings are also recorded and are made available on
the Internet later.
・ Telephone conferences are held for analysts andinstitutional investors on the evening of quarterly
earnings announcements through a Japanese-English
simultaneous interpretation. Furthermore, after
announcing full-year financial results, the Company
holds a management strategy meeting hosted by theCEO.
・In addition, from December 2023 to January 2024, theCompany carried out individual interviews with themain theme of ESG to promote understanding of nonfinancial information.
・ In FY2023, the Company held interviews withinstitutional investors and analysts in Japan andoverseas 226 times.
・ Telephone conferences are held for analysts andinstitutional investors on the evening of quarterly
earnings announcement day through a JapaneseEnglish simultaneous interpretation for overseas
investors. An English version of the recording isavailable for six months.
・The CEO holds a management strategy meeting after
the full-year earnings announcement. An English
version of the video is prepared for overseas
institutional investors and uploaded to the Company’s
website.
・ The CEO and the CFO each conduct overseas IR
activities around twice a year.
・ In FY2023, the Company held interviews withoverseas investors 99 times.
・The Company posts financial information, materials
for timely disclosure, annual securities report orquarterly report, materials for the Company
introduction, status of corporate governance, notice ofconvocation of the general meeting of shareholders,integrated report, quarterly data for part of businessand other information related to the Company forinvestors, analysts, customers, shareholders and otherstakeholders to understand and evaluate the situationof the Company.
https://www.daiwa-grp.jp/english/
・The Company has established the English version of
the website which functions similarly to the Japaneseversion.
https://www.daiwa-grp.jp/english/

Yes

Yes

－

Establishment of
Department and/or Manager
in Charge of IR

Other・The Company has established the “IR Office” underthe “Corporate Planning Dept.” as a specialized
department of IR and has placed full-time workers at
the IR Office.
・Heads of IR of the Company are Executive Managing
Director Kotaro Yoshida and Executive Officer Naoki
Suzuki. Head of IR Office of Corporate Planning
Dept. is Motoi Mishiba.
・The Company is preparing the “Integrated Report”
and “Business Report” as IR information material todisclose information to stakeholders in accordancewith the Disclosure Policy.
・The Company sincerely responds to inquiries fromindividual investors by phone and e-mail.

－－3. Measures to Ensure Due Respect for Stakeholders Updated
Supplementary Explanations

Stipulation of Internal Rules,
etc. for Respecting the
Position of Stakeholders

Implementation ofEnvironmental Activities,
CSR Activities, etc.

・The Company believes that in order to enhance the Company group’s
sustainability, the support from all stakeholders is essential. The
Company group specifies the basic spirit in “The Group Corporate
Principles”.
・In the Group Corporate Principles, “Building trust” is for the customer,“Placing importance on personnel” is for the employees, “Contributing
to society” is for the society at large and “Maintaining healthy earnings
results” is for shareholders, in principle. The Company believes thatpracticing all of these items will enhance the value of the Company.
“Corporate Principles of the Daiwa Securities Group”
・Building trust
The trust and approval of customers form the very foundation of the
Daiwa Securities Group. The Group will always place the needs ofcustomers first, and strive to develop the advanced, specialized skills tooffer them the most-attractive products and services of any securities
group.
・Placing importance on personnel
The source of the Daiwa Securities Group’s competitiveness lies in thecapabilities of its employees. The Group will promote the creativity of
employees by offering them a challenging and self-directed working
environment that encourages their abilities and appropriately rewards
their contributions.
・Contributing to society
The Daiwa Securities Group will seek to benefit the economy andsociety through the development of healthy financial markets. In
addition to scrupulously observing both regulations and internal
policies, the Group will strive to maintain a high sense of morality andduty, endeavoring to continue contributing to the sustainable growth of
the societies.
・Maintaining healthy earnings results
The Daiwa Securities Group will always seek to develop healthybusiness operations and to increase corporate value for the benefit ofshareholders. By providing customers with attractive products andservices, the Daiwa Securities Group will seek to generate strong profitsand healthy returns for shareholders.
【Environment】
・ The Company group has established an “Environmental Vision /Environmental Philosophy / Basic Environmental Policy”.
・When the Company invests and updates the equipment, the Company
aims to reduce the environmental burden by adopting products based on
top-runner’s standards, promoting paperless work and replacing oldcars with eco or hybrid cars, etc.
・In FY2021, the Company group formulated “The Daiwa Securities
Group Net Zero Carbon Declaration”, aiming for the net zero
greenhouse gas emissions within our own operations (Note) by FY2030

and the net zero greenhouse gas emissions within our investment andloan portfolios, etc. by 2050, etc.
(Note) The scope will be calculated on a consolidated basis.
“The Daiwa Securities Group Net Zero Carbon Declaration”※Please check our website for more details
https://www.daiwagrp.jp/english/sustainability/environment/policy.html#anc-03
・In terms of our promotion of net zero at the Company group, for all
Group companies located at our headquarters building, we introduced
renewable energy that can be used with tracking non-fossil fuelcertificates in FY2021. We are also promoting the transition to
renewable energy plans provided by power companies at our Group
companies and branches outside of our headquarters building.
・ In terms of the promotion of net zero in our investment and loan
portfolio, in FY2023, we estimated the emission volume of our portfolio
and established target value for project finance in the power generation
sector, which currently makes up the largest proportion of emissions in
the Company group’s investment and loan portfolios.
・In April 2018, the Company group expressed its support for the Task
Force on Climate-related Financial Disclosures (TCFD). Referencing
the TCFD Recommendations and the IFRS S1 and S2 released in June
2023 by the ISSB (International Sustainability Standards Board), an
organization as part of the IFRS, the Company group discloses
information on Governance, Strategy, Risk Management, and Metrics
and Targets.
※Please check our website for more details
https://www.daiwa-grp.jp/english/sustainability/environment/tcfd.html
・The Company has prepared and disclosed environmental accounting tounderstand the investment amount, etc. and effects of capital investment
on environmental measures, in order to achieve the goal of reducing theburden on the environment more efficiently.
※Environmental Accounting (Environmental Conservation Cost andEconomic Benefits Association with Environmental Conservation
Activities) is published at the website of the Company.
https://www.daiwagrp.jp/english/sustainability/data/pdf/daiwa_sustainability_data_2023.
pdf#page=9
・The Company has created and performed an approach on alleviation ofclimate change issues from a financial perspective by composition andsales of financial instruments such as SDGs bonds (including
conventional Impact Investment Bonds).
・Further, with regard to the extreme climate caused by the change ofglobal environment, the Company relocates the important equipment inthe relevant sites and pluralizes the bases, etc. utilizing hazard maps andthe like.
【Sustainability】
・Sustainability Promotion
The Company group regularly discusses strategies and policies related
to sustainability at the Sustainability Promotion Committee chaired by
the CEO, which are then deployed throughout the Group through the
Sustainability Promotion Department.
The Company group also formulated “Vision 2030”, the management
vision for the year 2030, with thecore concept of “Creating a prosperous future through financial andcapital markets.”“Daiwa Securities Group’s Management Vision “Vision 2030””※Please check our website for more details
https://www.daiwagrp.jp/english/sustainability/group_sustainability/sustainability_managem
ent.html
In addition to the above mentioned “The Daiwa Securities Group Net
Zero Carbon Declaration” (for details, please see 【Environment】), in
2021, “Environmental and Social Policy Framework” was formulated
to strengthen its management and governance infrastructure forenvironmental and social risks on business. Most recently, the policy
was revised in December 2023 to include stricter policies based onrecent global trends regarding human rights and supply chain
management.
“Environmental and Social Policy Framework”※Please check our website for more details
https://www.daiwa-grp.jp/english/about/governance/risk.html#anc-04
・Main initiatives through Business Activity
The main initiatives through the securities business is to actively
develop and provide new financial products and services that contributeto the realization of a sustainable society in the areas of bonds, equity,and investment trusts.
“Sustainability in Our Business”※Please check our website for more details
https://www.daiwa-grp.jp/english/sustainability/business/
・Social Action Programs
The Company continues aid and support activities through the Daiwa
Securities Foundation and the Daiwa Anglo-Japanese Foundation.
Additionally, the Company is also doing activities such as financial andeconomic education. In 2017, the Company also launched “For Your
Dream –Children’s Smile Project” and supports the non-profit
organizations which address problems of children living in financiallydifficult situations to improve their living environment and to preventthe cycle of poverty.

Development of Policies on
Information Provision to
Stakeholders

Other

・Disclosure through reports
The Company group discloses information on sustainability, including
the above, on our website down below.
Integrated Report:
https://www.daiwa-grp.jp/english/ir/toolkit/annualreport/
Sustainability website:
https://www.daiwa-grp.jp/english/sustainability/
・The Company works on enhancing the disclosure of various contents
which is useful to all the stakeholders, including but not limited to
documents pertaining to legally mandated disclosure, on the website of
the Company.
＜Promotion of the Women’s Active Participation＞
・The Group is actively recruiting talented people regardless of gender. In
order to expand the layer of female managers, the Group has introduced
various measures such as raising motivation through career training,building a network, etc.
In addition, various consultation counters have been set up to make iteasier to consult about concerns such as work styles and careers, etc. In
2021, a system was introduced to exchange information and discuss
concerns among employees using the internal SNS.
・ There are female Directors, Corporate Executive Officers(Shikkoyaku), Executive Officers (Shikkoyakuin), and Audit &Supervisory Board Member totaling nineteen in the Company group,
including eight Directors and Corporate Executive Officers(Shikkoyaku) of the Company. The number of female managers in the
Company group is increasing year by year; there were 883 as of the endof March 2024. The ratio of female managers has risen from 2.2% in
the end of FY2004 to 18.4% (as for Daiwa Securities Co. Ltd. 2.3% to21.1%). By increasing the number of role models, the Company ismaking it easier for the Company group’s female employees to envision
their career path. In this context, there has been a sharp increase infemale employees aspiring to advance their careers by switching tocareer-track, broad regional career-track and regional career-track
positions in recent years. To date, more than 1,727 female employeeschanged their corporate post. An increasing number of employees havealso taken advantage of our Professional Return Plan, a system for rehiring employees who left work to raise children or care for family
members, and allowing them to restart their career at the same level ofcompensation as when they left, it has helped us secure talented
personnel who support our business.
・The President and CEO of the Company has agreed with activities of“30% club Japan” (Note) and participate in such activities as a member
since its foundation on May 2019. Takashi Hibino, Special Adviser,

serves on the steering committee and leads its activities. In the
Company, six out of twelve (50.0%) Directors are female.
(Note) A worldwide campaign launched in the UK to increase the ratioof female executives.
・The Company will keep expanding the layer of female managers topromote female leaders to lead the Japanese financial world.
・Daiwa Securities Co. Ltd. has made efforts to support women’s active
participation and has clearly set goals to be fulfilled by FY2026.
・Ratio of female managers: 25% or more with the goal of reaching
30% or more in the 2020s・Rate of male employees taking childcare leave: acquisition rate willcontinue to be 100%, and the number of acquisition days will be
fourteen days or more.
As a result, the Company will further accelerate an environment inwhich human resources with diverse values can maximize their abilities.
・The Company agreed in 2015 to the “Declaration on Action by Male
Leaders Coalition for Empowerment of Women” led by Gender
Equality Bureau of Cabinet Office. Furthermore, the Company isawarded for “Awards to Commend Leading Companies Where Women
Shine”, “Minister of State for Gender Equality Commendation” in
FY2016 by Cabinet Office and “Minister’s Prize for Equal
Employment/Work and Family Harmonization”, Excellence Award(Family-friendly Enterprises Category) in FY2016 by Ministry of
Health, Labor and Welfare, in honor of actively supporting women,
promoting employees to leave the office by 7PM and supporting thebalance of work with childcare and nursing care. In addition, in March
2024, the Company was selected as a “Nadeshiko Brand”, an initiative
jointly organized by METI and the Tokyo Stock Exchange. This was theninth time that the Company has been selected since the initiative began
in 2012.
＜Reference＞
・Ratio of the female managers: 18.4% (total of the Company group as ofthe end of March 2024), 21.1% (Daiwa Securities Co. Ltd. as of the endof March 2024).
･The number of female officers: nineteen (total of the Company group)・The Company group established a system to support the women’s active
participation such as: Professional Return Plan, Job Location Change
System, Childcare Leave, Spouse Accompaniment Leave System,
Shorter Working Hours, Exemption from Overtime Work, Daycare
Subsidy, Expanded Leave System (pre-childcare leave for male
employee, etc.), Training of Supporting Women Career, Follow Up of
the Usage of the System, Support of Coming Back to Work, Support forsearching daycare center, Babysitter System, Babysitter service during
the training, Daiwa ELLE Plan, etc.
＜Promotion of the Health Management＞

・The Group has established “Placing importance on personnel” as one of
our corporate principles. Based on the belief that personnel are thesource of our competitiveness, the Company is focused on increasing
our productivity by improving the wellbeing (Note) of our employees
in the future, aiming to continue to exercise high-level organizational
performance, and promoting the maintenance and improvement of
employee health (health management) strategically.
・Each year, the Group produces a “Health White Paper” that analyzes thehealth conditions of all our Group officers and employees, and at aGroup-wide “Health Management Promotion Meeting” led by the CHO(Chief Health Officer, who is the officer in charge of Human
Resources), which is attended by all officers and held quarterly, we
create awareness about issues of health management, evaluate and share
our initiatives, conduct health management PDCA.
・These initiatives were well received, and in March 2024, the Group wasselected as a “Health & Productivity Stock Selection”, an initiative
jointly organized by METI and the Tokyo Stock Exchange that selects
companies that strategically consider the health management of theiremployees from a corporate management perspective. This was theninth time that the Company has been selected since the initiative began
in 2015.
(Note) Wellbeing is a positive physical, psychological and social stateof being.

IV. Matters Related to the Internal Control System, etc.
1. Basic Views on Internal Control System and the Progress of System Development

UpdatedThe Company group has created management structure centered on the Company with regard to thegroup’s various main risks, and seeks to ensure the effectiveness and efficiency of operations, thereliability of the finance report, compliance with the laws and regulations concerning business operations,and the preservation of assets, etc. This is based on the recognition that the maintenance of the internal
control system to accomplish the sound and appropriate operation is the responsibility of the manager.
The following is the outline of the matters resolved by the Board of Directors as a system to ensure
appropriateness of business.
(1) Outline of the matters necessary for execution of Audit Committee’s duties
1) Matters as to Directors and employees who shall assist in the duties of Audit Committee
The Company sets up the Audit Committee Office as a department, the sole role of which is to assist
in the duties of Audit Committee.
2) Matters regarding the independence of Directors and employees set forth in the preceding paragraphfrom the Corporate Executive Officers (Shikkoyaku) and the enhancement of the effectiveness of
instructions from Audit Committee* The Audit Committee Office sits directly under Audit Committee.
* Corporate Executive Officers (Shikkoyaku) have to obtain the prior consent of Audit Committee or
Audit Committee Member appointed by Audit Committee (hereinafter referred to as “Appointed Audit
Committee Member”), when trying to decide the personnel matters (personnel change, evaluation, etc.)
and re-organization of the Audit Committee Office, taking the importance of Audit Committee into
consideration.
* Audit Committee or Appointed Audit Committee Member may request that Corporate Executive
Officers (Shikkoyaku) secure the adequate number of staff who has adequate knowledge and ability in
the Audit Committee Office. Corporate Executive Officers (Shikkoyaku) shall respect the request.
* The Audit Committee Office may request Internal Audit Department and other departments to ensure
the support system for investigation and information gathering by Audit Committee. Each department
shall respect the request.
* The Audit Committee Office can attend various meetings if necessary.
3) System of report to Audit Committeea) System to ensure that Directors (excluding Audit Committee member), Corporate Executive Officers(Shikkoyaku) and employees shall report to Audit Committee
The following rule shall be stipulated in the rules on report to Audit Committee, etc.
* Directors (excluding Audit Committee members), Corporate Executive Officers (Shikkoyaku) andemployees must report the following matters to Audit Committee or Appointed Audit Committee
Member by sufficient means including whistle-blowing system.
a. Any facts that have a possibility of causing significant damages to the Company or the Company
group, immediately after they find such facts
b. Any activities of officers or employees of the Company or the Company group which violate or may
violate any laws and regulations or the Articles of Incorporation

c. Matters that Audit Committee or Appointed Audit Committee Member request to be reported andother matters which are deemed useful for auditb) The system to ensure that Directors, Auditors and employees of the Company’s subsidiaries or the
persons who received reports from them shall report to Audit Committee of the Company
The following rule shall be stipulated in the rules on report to Audit & Supervisory Board Member, etc.
of such subsidiaries* Director, Audit & Supervisory Board Member and employees of the Company’s subsidiaries or the
persons who received reports from them must report the following matters to Audit Committee or
Appointed Audit Committee Member by sufficient means including internal whistle-blowing system.
a. Any facts that have the possibility to cause significant damages to the Company or the Company
group, immediately after they find such facts
b. Any activities of officers or employees of the Company or the Company group which violate or may
violate any laws and regulations or the Articles of Incorporationc. Matters which Audit Committee or Appointed Audit Committee Member request to be reported andother matters which are deemed useful for audit
4) System to ensure that reporters in the preceding item are not treated unfavorably due to their report
The Company makes a rule that the persons who make reports in accordance with the preceding
item shall not suffer dismissal, demotion, salary reduction or any other disadvantages due to theirreport. In order to secure the effectiveness of such rule, the Company created the details of the systemin the rules about report to Audit Committee and the rules about report to Audit & Supervisory Board
Members, etc. of the Company’s subsidiaries.
5) Procedures for prepayment and refund of expenses incurred in execution of the duties of Audit
Committee members (limited to those related to the duties of Audit Committee) and other mattersrelating to the policy on expenses and obligations incurred in execution of such duties* When Audit Committee or Audit Committee members request the Company to carry out the following
matters about their exercise of function (including but not limited to appointment of external experts),
the Company shall not refuse them unless the Company proves that the expenses and obligations
concerning such requests are unnecessary for execution of the duties of Audit Committee or its
members.
a. Prepayment of expenses
b. Refund of expenses paid and its interests accrued after payment
c. Payment to creditors of obligations (in the case where such obligations are not due, provision of
security equivalent to such creditors)6) Other systems to ensure the effective audit by Audit Committee* Audit Committee members may attend meetings of the Group Compliance Committee, Group Risk
Management Committee and Group Internal Audit Committee and also ask for explanations and state
opinions there. They can also attend other important meetings.
* Audit Committee members periodically receive reports (i) on the risk management system and therisk status of the Company group from the departments handling each risk and (ii) on the progress andresults of internal audit of the Company group from the Internal Audit Department.
* Any changes to audit policy and plans related to internal audits, the Group Internal Audit Charter, andinternal audit rules and the commission of the Internal Audit Corporate Executive Officer shall require
the consent of Audit Committee or Appointed Audit Committee Member.

* Audit Committee or Appointed Audit Committee Member may delegate investigative duties to theInternal Audit Department and other departments as necessary.
* Audit Committee periodically receives reports from the Accounting Auditor as to the audit status ofeach group companies.
* Audit Committee or Appointed Audit Committee Member can have external experts independent fromthe business execution department support audit activities.
(2) System to ensure the compliance in execution of Corporate Executive Officers’ (Shikkoyaku) duties
with laws and regulations and the Articles of Incorporation and other systems to ensure appropriatenessof the business of the Company and the corporate group consisting of such company and its
subsidiaries
1) System to ensure the compliance in execution of duties of the Company’s Corporate Executive
Officers (Shikkoyaku) and employees and also its subsidiaries’ Directors, etc. and employees with laws
and regulations and the Articles of Incorporationa. Compliance System* Establish a whistle-blowing system for the purpose of identifying and correcting any conduct violatinglaws and regulations or other rules in the Company group, etc. at an early stage.
* Enact the rules of ethics and the standards of ethical conduct for the purpose of officers’ andemployees’ compliance with laws, etc.
* Hold training seminars regarding compliance for officers and employees in each company of theCompany group which address the respective business features of each company.
* Appoint a person in charge of formation and promotion of the system as to corporate ethicalcompliance across the Company group, and establish a section to promote corporate ethics among
officers and employees.
* Establish a section that gives advice regarding overall legal issues of the Company group, and assist
each group company in activities relating to formation of systems for compliance with laws andregulations, etc.
b. Group Compliance Committee
The Group Compliance Committee, as a sectional committee of the Executive Management
Committee, deliberates and decides general policies and specific measures on the compliance with thelaws and regulations, establishment of corporate ethics, internal control and etc. of the Company group.
c. Group Risk Management Committee
The Group Risk Management Committee, as a sectional committee of the Executive Management
Committee, figures out the risk management system and the risk status of the Company group, etc.,
and discusses and determines the policies and actual implementation of measures relating to risk
management.
d. Group Internal Audit Committee
The Group Internal Audit Committee, which is directly overseen by the CEO, deliberates on anddetermines matters concerning the development of internal audit system and verification of the internal
controls in relation to the Group`s business operation.
e. Internal Audit Division* For sound and effective internal controls of the Company group, the Company believes that internal
audit performs an important function and has established internal audit departments in major groupcompanies as well as the Company.

* The Internal Audit Division evaluates and examines the effectiveness of the Company group’s internal
controls, and makes proposals for improvements and efficiencies of the Company group’s business
operation.
* The Company’s Internal Audit Department proposes audit plans and reports results to the GroupInternal Audit Committee.
f. Internal Control on Financial Reporting* For preparing the structure necessary to ensure appropriateness of financial statements and otherfinancial information, the Company establishes the basic rules relating to internal control on financial
reporting.
* The Disclosure Committee and the Group Internal Audit Committee discuss and determine important
issues concerning internal control on financial reporting.
2) System for storing and managing information relating to execution of Corporate Executive Officers’(Shikkoyaku) duties
Information relating to execution of Corporate Executive Officers’ (Shikkoyaku) duties shall be stored
and managed properly in accordance with the rules for filing and storing documents.
3) Rules and other systems relating to management of risk of loss of the Company and its subsidiaries* Enact the rules of risk management for the purpose of establishing basic matters to properly manage
various risks belonging to the business of the Company group considering each characteristic of theCompany group, and thereby securing sound financial status and appropriate business operation.
Further, to clarify the risk management system by providing for policies of risk management, thecategory of risks to be managed, Corporate Executive Officers (Shikkoyaku) managing each risk andsections in charge of each risks, etc.
* Each section shall establish its own management rules for each risk it has control over, and shall makereports regarding the risk management system and the situation of the risk, etc., to Group Risk
Management Committee, etc.
4) System to ensure efficient execution of the duties of Corporate Executive Officers (Shikkoyaku) andDirectors, etc. of its subsidiaries* Clarify Corporate Executive Officers’ (Shikkoyaku) duties, the methods of execution thereof and thebusiness operations in their charge in the rules of Corporate Executive Officers (Shikkoyaku).
* As to matters which have material effect on the Company or the Company group, clarify the mattersto be resolved and matters to be reported in the rules of the Executive Management Committee, etc.
* By requiring that Corporate Executive Officers (Shikkoyaku) serve concurrently as representatives ofmain group companies, etc. and perform their business strategy quickly and efficiently based on the
Company group strategy.
* Formulate Group Medium-Term Management Plan, the term of which is 3 fiscal years, and, in order
to embody this plan, determine management policy and budget allocation, etc. as a group for eachfiscal year.
5) System for the report of matters concerning execution of subsidiaries’ Directors, etc. to the Company
and other systems to ensure appropriateness of business operation in the corporate group consisting of
the Company and its subsidiaries* Clarify the measures for information gathering and the matters to be approved and reported from groupcompanies, by establishing the rules for management of group companies and overseas offices, etc.,
for the purpose of proper management of business activities of group companies in Japan and overseas.

* Establish the rules at each group company to grasp important information regarding the managementof each group company and also to ensure the fair, timely and appropriate disclosure of suchinformation in compliance with laws, regulations and rules.
2. Basic Views on Eliminating Anti-Social Forces and Progress of Development
・ The Company group has established a “Basic Policy on Eliminating Anti-Social Forces” and a“Group Minimum Standard to eliminate relations with Anti-Social Forces” (the CommonStandard Points to Fulfill as each group company), trying to cut off relationships with Anti-Social
Forces.
・ The Company group established Department in charge of elimination of Anti-Social Forces andproactively gathers information on Anti-Social Forces. Also, the Company creates a unified
database and shares the information among the group companies. Against unfair demands from
Anti-Social Forces, the Company assigns Managers in charge of Prevention of Unfair Demands
in each group company and works closely with police agencies on a daily basis. In addition, theCompany implements various online and joint training and regular e-Learning for taking a unified
approach to eliminate Anti-Social Forces.
・ In addition, regarding “Anti-Money Laundering and Combating the Financing of Terrorism”
which becomes internationally important, the Company views it as a major management task
throughout the Group companies and works to strengthen the management system of the Group
companies and established “AML/CFT Global Policy” for overseas and “AML/CFT Domestic
Group Policy” for domestic group companies and appointed a person in charge. The Company
trains officers and employees of the Group companies to share the recognition of the importanceof, and latest laws and cases of, Anti-Money Laundering and Combating the Financing ofTerrorism, every year.

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation―
2. Other Matters Concerning the Corporate Governance System
1. Timely Disclosure
An Overview of the Company’s Timely Disclosure System is as follows:(1) Corporate Structure Related to Timely Disclosure of Corporate Information
The Company group has formulated a Disclosure Policy, which sums up the Company group’s basic
approach to information disclosure which is available at the Company’s website. In addition, theCompany established “Disclosure Rules” and the main subsidiaries have established “Management
Rule of Management-Related Information”, etc. in order to realize the spirit of the Policy and to
disclose the Company group’s important financial, social, and environmental information(hereinafter referred to as, “Management-Related Information”) in a timely and proper manner.
The disclosure systems of the Company group based on these policies and rules are as follows:
・ For the purpose of fair, timely and proper disclosure of the Management-Related Information of
the Company group, the Company has established the “Disclosure Committee” as thesubcommittee of the Executive Management Committee. The members and roles of theCommittee are stipulated in the Disclosure Rule and the chair of the Committee is the CFO.
・ Disclosure Committee is responsible for disclosure of the Management-Related Information inaccordance with the purpose of the Disclosure Rules described below.
(The purpose of the Disclosure Rule)
The purpose of this rule is, by settling the fair, timely and proper disclosure of the importantfinancial, social, and environmental information of the Company group, observing the laws
and regulations with respect to securities trading and regulations of financial instruments
exchange, and working to communicate proactively and provide fair and appropriate
information in a timely manner so that stakeholders, such as shareholders, investors, andlocal communities could clearly understand and properly evaluate the Company group’s
activities.
・ Reporting System on Management-Related Information in the Company is structured inaccordance with the Disclosure Rules. As for Management-Related Information on main
subsidiaries, the Company has established a system to report Management-Related Informationfrom each subsidiary to the Company in accordance with the subsidiaries’ rules.
(2) Check Function of the Company System on Timely Disclosure
・ In accordance with establishment of Fair Disclosure Rules and Guidelines for Fair Disclosure
Rules on the Financial Instruments and Exchange Act, the Company checked the adequacy of its
Disclosure Rules and its corporate structure, and disseminated its Disclosure Rules among its
employees again.
・ The Company conducts the self-assessment regularly on internal control related to theinformation disclosure process at each relevant departments in order to verify whether fair, timely
and proper disclosure of corporate information to investors is observed. The Internal Audit

Department carries out internal audits as necessary on such disclosure system including above
mentioned self-assessment, and reports the results to the Group Internal Audit Committee.
2. Risk Appetite Framework
The Company group, for the purpose of strengthening of risk governance at the management level,utilizes a Risk Appetite Framework.
The “Risk Appetite Framework”, is the management framework that defines the type and total
amount of risk, which should be willingly accepted for achieving business strategy, as a risk appetiteand uses it as a common language within the Company about the risk-taking policy in general. On risk
appetite, the Company selects the risk appetite index from the viewpoint of liquidity, equity capital,
etc., sets the level of risk to accept, and manages and monitors the risk appetite.
The Group has documented such a framework as a risk appetite statement and strives to foster a risk
culture by instilling risk appetite within the Group and improving the level of business management
and risk management systems.
Based on its risk appetite framework, the Board of Directors of Daiwa Securities Group Inc. hasapproved the Rules of Risk Management. The rules define basic policies related to risk management,
the types of risks that need to be managed, and the responsible executive and department for eachmajor risk.
Risks to be managed are market risk, credit risk, liquidity risk, operational risk, model risk,
investment risk, and etc. In order to establish an effective risk governance system, the Company has
created guidelines for “Three Lines of Defense” and a comprehensive structure for risk management.

Corporate Governance System at Daiwa Securities Group
Corporate Governance System at Daiwa Securities Group
General Shareholders’ Meeting
Inside Director

Board of Directors, 12 members
Sets Basic Management Policy
Supervision of execution of duties by directors
and corporate executive officers
Executive
Non-Executive

Outside Director

Nominating Committee,
6 members

Audit Committee, 5 members

Compensation Committee,
6 members

Nominates directors for selection or
recommends dismissal

Audit the activities of directors and corporate
executive officers, audits business reports andfinancial statements, and prepares audit reports

Sets policy for compensation of directors
and corporate executive officers, anddetermines compensation amount for each

Outside Director’s Committee, 6 members(all 6 outside directors)
Shares information and exchange opinions among
outside directors

Executive Management Committee,
12 members

Group Risk Management Committee

Group Compliance
Committee

Disclosure Committee

Group Digital Strategy
Committee

Deliberates and decides important businessmatters, business strategy related to the Groupand basic policy on structural issues across theGroup

Gathers information on thesystem and current situation ofrisk management, and sets
policy and strategy regarding
risk management

Deliberates and decides general
Gathers information on thepolicies and specific measuressystem and current situation of
on the compliance with the laws
risk management, and sets
and regulations, establishment
policy and strategy regardingof corporate ethics, internalrisk management
control and etc.

Determines scope of consolidated
financial reports, effectiveness andappropriateness of internal control
system, disclosure of important
information and disclosure method

Deliberates and decides tointegrate management strategy
and digital strategy, enhance
speed of the decision-making
related to IT investment andimprove IT investment efficiency

Representative Executive Officer

Group Internal Audit Committee
Deliberates on and determines matters concerning thedevelopment of the internal audit system andverification of internal controls

Internal Auditing System Diagram of Daiwa Securities GroupAppendix 1【Reasons for Election of Candidates to Directors】
Name

Seiji Nakata

Akihiko Ogino

Shinsuke Niizuma

Keiko Tashiro

Eiji Sato

Reasons for Election
He joined the Company in 1983 and served successively as the Deputy Head ofCorporate Planning and Human Resources of the Company, the Head of Corporate
Institution and the Head of Sales of Daiwa Securities Co. Ltd., and COO and theHead of Retail of the Company, and thereby has broad experience related to thebusiness of the whole Daiwa Securities Group. Also, he served as theRepresentative Corporate Executive Officer, President and CEO of the Company
from 2017 to 2024 and has broad experience and insights as a manager. Therefore,
he is considered to be qualified to serve as a Member of the Board.
He joined the Company in 1989 and he has served successively as the Head of
Legal, the Deputy Head of Overseas Operations, and the Head of Corporate
Planning of the Company and the Executive Head of Human Resources andCorporate Planning of the Company. He serves as the Representative Corporate
Executive Officer, President, and CEO of the Company from 2024. He has
expertise and experience to present a management strategy based on a wide vision
and also to adequately execute the management and control of the Daiwa Securities
Group. Therefore, he is considered to be qualified to serve as a Member of theBoard.
He joined the Company in 1988 and served successively as the Head of Chiba
Branch and Nagoya Branch of Daiwa Securities Co. Ltd. He became the Senior
Managing Director of Daiwa Securities Co. Ltd. in 2015, and since then he hasserved successively as the Head of Retail Marketing Strategy, the Head of Sales,
the Executive Head of Sales, and the Head of the Product Solution Division of
Daiwa Securities Co. Ltd. He currently serves as the Representative Corporate
Executive Officer, Deputy President and COO, and Head of Wealth Managementof the Company. He has broad knowledge and experience in Wealth Management.
Therefore, he is considered to be qualified to serve as a Member of the Board.
She joined the Company in 1986 and served successively as the Head of Investor
Relations Office of the Company and the Head of the Daiwa Direct Planning Dept.
of Daiwa Securities Co. Ltd. She became a Senior Managing Director of theCompany in 2009, and since then she has served successively as its Head of Daiwa
Direct Business, the Head of Fixed Income, Currency, and Commodities and as
the Head of Americas, the Head of Overseas Operations and the Executive Headof Overseas Operations. She currently serves as the Corporate Executive Officer,
Deputy President, the Head of Sustainability, Financial Education, Securities,
Asset Management, and Think Tank of the Company. She has broad knowledge
and experience in Overseas and Corporate Planning. Therefore, she is considered
to be qualified to serve as a Member of the Board.
He joined the Company in 1991 and served as the Head of the Finance Dept. andthe Head of the Corporate Planning Dept. of the Company. He became a Senior
Managing Director of the Company in 2017, and since then he has served
successively as CFO, the Deputy Head of Corporate Planning, and the Deputy
Head of Overseas Operations of the Company and currently serves as the Senior
Executive Managing Director and the Head of Corporate Planning of theCompany. He has solid record and experience in Planning and Finance and also
has experience in Investment Banking. Therefore, he is considered to be qualified
to serve as a Member of the Board.

Name

Sachiko Hanaoka

Reasons for Election
She joined the Company in 1990. After serving in the Research and Product
Divisions, she served successively as the Head of the Products Planning Dept., theEducation and Training Dept., and the Investment Strategy Dept. of Daiwa
Securities Co. Ltd. Throughout her broad accumulated experience in the Research
Division, she has developed a strong analytical ability and broad knowledge inbusiness accounting and broad accumulated experience in management.
Therefore, she is considered to be qualified to serve as a Member of the Board.

Appendix 2【Situation regarding Directors’ other Positions】
・ No particular matters to be described.

Appendix 3【Remuneration for Directors and Corporate Executive Officers (Shikkoyaku)】
1.

Policies for Determination of Remuneration of Directors and Corporate Executive Officers
As stipulated by the Companies Act, the Compensation Committee has determined “Policies for
Determination of Remuneration of Directors and Corporate Executive Officers”.

Compensation for Directors and Corporate Executive Officers is based on the following fundamental
policies.
‧ To create effective incentives, which contribute to the increase of shareholders’ value throughsound business development and also lead to the improvement of business performance in the
short-term and in the medium/long-term.
‧ To maintain a remuneration level which is competitive enough to recruit and retain people not onlyin Japan but also in the world as a global securities company group.
‧ To ensure the execution and supervision functions operate effectively as a company with anominating committee, etc.
Remuneration of Directors and Corporate Executive Officers consists of base remuneration,
Performance-linked remuneration and Stock-linked remuneration, and determined at the Compensation
Committee which are specifically as below.
Base remuneration‧ A fixed amount calculated based on his/her position, duties and role, and paid monthly andin cash.
Stock-linked remuneration‧ To increase the link between remuneration and shareholders’ value, the Company grants, as
stock-linked remuneration, restricted stock, etc., the value of which corresponds to a certain
percentage of base remuneration, as non-monetary remuneration at a certain time every
year.
Performance-linked remuneration‧ Determined depending on the level of individual contribution, mainly on the basis of
consolidated ROE, consolidated ordinary income and base income, which are settled as
Performance KPIs of the Medium-Term Management Plan, while also comprehensively
taking into account achievement status of the managerial goals set in the Medium-Term
Management Plan and other relevant factors, and paid annually at a fixed time in the formof cash and restricted stocks.
‧ A certain limit is set for the cash payment regarding performance-linked remuneration
based on business performance. If performance-linked remuneration exceeds the limit, thepart exceeding the limit will be replaced from cash to restricted stock.
‧ It does not apply to Directors who do not serve as Corporate Executive Officers.
(Note) Base Income: Total ordinary income from wealth management, securities asset management, andreal estate asset management.
Regarding remuneration, etc. of Directors and Corporate Executive Officers (Shikkoyaku) for thecurrent fiscal year, the Compensation Committee has determined that the remuneration, etc. conforms
with “Policies for Determination of Remuneration of Directors and Corporate Executive Officers”
because such remuneration, etc. was decided by the Compensation Committee only after confirming its
consistency with such policies.

2.

Indicators for Performance-linked remuneration, reasons for choosing the indicators, how to determine
Performance-linked remuneration, and targets and results
The Company refers to KPIs, which are set as the Group numerical goals in the Medium-Term Management
Plan “Passion for the Best” 2026 to calculate Performance-linked remuneration.
The performance assessments used in calculating Performance-linked remuneration reflect the financial
performance evaluation, which is based on the Performance KPIs using the financial information and thequality evaluation, which is a comprehensive assessment of the KPIs other than the Performance KPI. The
Financial Performance Evaluation and the Quality Evaluation are determined by the Compensation
Committee.
Performance-linked remuneration is calculated by multiplying the reference amount determined for eachposition by the performance evaluation, and reflecting the degree of individual contribution. The same
calculation formula is applied to all positions for performance evaluation.

(Note) The standard value is determined at the Compensation Committee, based on the target of theMedium-term Management Plan.

(Image of Remuneration)• Restricted stocks in a value
corresponding to a certain
ratio of performance-linked
remuneration (cash) are paid
to foster a system that
increases incentivizes forlong-term performance
improvement and sustainablegrowth.
• In order to foster a systemthat increases incentivizes forlong-term performance
improvement and sustainablegrowth, if Performancelinked remuneration exceeds
a certain limit, the excess
amount will be paid in theform of by restricted stock.

(Restricted Stock Compensation Plan)
The Company introduced the Restricted Stock Compensation Plan to increase incentives for the Company
and its subsidiaries’ Directors, Corporate Executive Officers (Shikkoyaku), and Executive Officers(Shikkoyakuin), etc., to enhance performance in the medium and long term and strengthen values shared
among the Eligible Officers, etc. and shareholders.
Stock Remuneration I(Stock-linked
remuneration)

It is intended to provide restricted stock for amount which equals to fixed ratioof the Base remuneration, and to function effectively as an incentive for longterm performance improvement, restriction will be released when he/she resigns
his/her position as director, officers etc., of the Company and its subsidiaries andaffiliates.

Stock Remuneration II(Performance-linked
remuneration)

Performance-lined remuneration is paid in the form of restricted stocks of a value
corresponding to a certain percentage of performance-linked remuneration(cash). The restricted transfer period is three years, which functions both as anincentive to boost long-term performance and to defer actual compensation.

Stock Remuneration III(Performance-linked
remuneration)

Fixed limit is set for Performance-linked remuneration, which is provided bycash based on the performance, and if the amount exceeds the limit, part of the
remuneration will be replaced by restricted stock. Restriction period is 3 years,
it will function as substantial fee defer when Performance-linked remuneration
exceeds a certain limit.

(Note 1) Stock Remuneration II is calculated by multiplying the ratios established by position by
performance-linked remuneration (cash). Regarding the President and CEO, a structure is inplace to decide the ratio of performance-lined remuneration based on the Company’s TSR (total
shareholder return) during the results evaluation period, the rate of change of the TOPIX, anda comparative valuation with the TSR of competitors.
(Note 2) Where serious compliance violations are discovered within the Group, in addition to theforfeiture of unpaid stock remuneration (malus), based on deliberation by the Compensation
Committee, a clawback scheme is being introduced to allow the Company to demand the returnof all or part of the stock remuneration that has already been paid.

3.

Payment ratios of different types of compensation(Note) Above figures are the ratio when Performance KPIs of the Medium-Term Management Plan isachieved.
4.

Summary of procedure on decision of remuneration for Directors or its policy of calculation method
The Articles of Incorporation stipulate that the remuneration, etc., of the Directors and Corporate Executive
Officers (Shikkoyaku) is determined by the resolution of Compensation Committee.
In determining the amount of remuneration, it is calculated based on the indicators determined byCompensation Committee, majority of which is held by Outside Director to secure the transparency.
April

October

Compensation Committee
・Determination ofBase remuneration
・Determination of
Performance-linked
remuneration base amount・Determination of performance
evaluation system

Compensation Committee・Mid Performance Evaluation
review・Verification based on
executive remuneration databy external investigation
agency*In addition to above, Compensation Committee is held from time to time.

March

Compensation Committee
・Determination of
Performance Evaluation
・Determination of
Performance-linked
remuneration