Corporate Governance

Basic Approach to Corporate Governance

In response to the growing societal demand for enhanced governance in financial institutions, and to establish a corporate governance structure suitable for our significantly expanded operations 24 years after our founding, we transitioned in June 2025 from a company with Board of Statutory Auditors to a Company with an Audit & Supervisory Committee. We have appointed independent outside directors to the Audit & Supervisory Committee to enhance our oversight of management and strengthen our safeguards against misconduct by directors. Through these measures, we aim to further earn the trust of the capital markets as a key component of Japan’s social infrastructure and contribute to their continued growth.

Decision-Making Process and Functions of the Board of Directors

We have strengthened our management oversight function by appointing a Chairman of the Board of Directors to supervise the directors and the Board itself, while the President and CEO is dedicated exclusively to business execution—thereby clearly separating oversight from execution. To enhance not only the transparency of our decision-making process but also the speed of judgment and execution, we have delegated certain important business execution matters to the President and CEO (via the Management Conference). At the same time, the Board of Directors will focus its agenda on key issues such as company-wide management strategies, risk management, and internal control policies, thereby fostering more active and focused discussions within the the Board of Directors.

Functions of the Audit & Supervisory Committee

The Audit & Supervisory Committee is responsible for monitoring the execution of duties by directors and the Board of Directors as a whole.
The Committee primarily deliberates on (1) the agendas of the Board of Directors and Management Conference, (2) the results of internal audits, and (3) the validity and legality of the accounting auditor’s findings. When necessary, it may instruct the Internal Audit Division to conduct specific audits, and may also present its opinions at the General Meeting of Shareholders or the Board of Directors based on the outcomes of these deliberations. The Committee also monitors the status of business execution on an ongoing basis through close coordination with the Internal Audit Division.

About Director Appointment Process

In light of our business activities, we have defined eight key qualifications (*) required for our Board of Directors in the form of a skill matrix. By appointing directors in accordance with this skill matrix, we ensure that the the Board of Directors as a whole possesses the necessary qualifications.
* (1) Corporate Management, (2) Risk Management and Internal Control, (3) Finance and Accounting, (4) Asset Management, (5) Asset Investment and Securities Lending, (6) Organization and Human Resources, (7) IT and Digital Technology, (8) Business Continuity and Sustainability Management

Establishment and Operation of Various Committees

To support our corporate governance, we established two new committees—the Management Planning Committee and the IT Strategy and Governance Committee—and placed them, along with existing committees already in operation, under the Management Conference. Policies, planning proposals, and progress updates on existing plans that have been pre-reviewed by each committee are reported to the Management Conference, the Board of Directors, or the Audit & Supervisory Committee, as necessary.

Governance Structure

Various committees