野村控股提交6-K更新公司治理報告，提前達成交叉持股減持目標並設定2030年ROE達10-12%+

6-K
1
d119184d6k.htm
FORM 6-K

Form 6-K

 

 

 
 FORM 6-K 
 U.S. SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

Report of Foreign Private Issuer 

Pursuant to Rule 13a-16 or 15d-16 of 

the Securities Exchange Act of 1934 

Commission File Number: 1-15270 

For the month of July 2026 

NOMURA HOLDINGS, INC. 

(Translation of registrant’s name into English) 

13-1, Nihonbashi 1-chome 

Chuo-ku, Tokyo 103-8645 

Japan 
 (Address of
principal executive offices) 
 Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 
 Form
20-F    X        Form 40-F      

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):      
 Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      

 
 

 

 

 Information furnished on this form: 

EXHIBIT 
 Exhibit Number 

 

1.
 (English Translation) Corporate Governance Report 

 

 SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. 
  

 

 
NOMURA HOLDINGS, INC.

 Date: July 22, 2026

 

 
By:
 
 /s/ Akito Bato

 

 

 
 Akito Bato

 

 

 
 Senior Managing Director

 

 [Translation of the Corporate Governance Report filed with the Tokyo
Stock Exchange on July 22, 2026] 
 This document is a translation of the Japanese language original prepared solely for convenience of reference.
In the event of any discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail. 
  

CORPORATE GOVERNANCE REPORT
  
Nomura Holdings, Inc.

 Last updated: July 22, 2026 

Nomura Holdings, Inc. 

Kentaro Okuda, Representative Executive Officer, 

President and Group CEO 
 Contact: 81-3-5255-1000 
 Securities Code: 8604 (Tokyo Stock Exchange) 

https://www.nomuraholdings.com/en/investor.html 

The status of the corporate governance of Nomura Holdings, Inc. (the “Company”) is as described below. 

I Underlying Concept of Corporate Governance, Capital Structure, Corporate Attributes, and Other Fundamental
Information 
  

 
•
 
 1. Underlying Concept 

The Company recognizes that enhancement of corporate governance is one of the top priorities for the Company to achieve its management visions
“to enhance corporate value by deepening society’s trust in the firm and increasing the satisfaction of stakeholders, including that of shareholders and clients.” On this basis, the Company is committed to strengthening and
improving its governance framework which ensures effectiveness of management oversight and transparency in the Company’s management and at the same time pursues sustainable growth and expedited decision-making process within the Nomura Group.

 The Company, recognizing the perspectives of various stakeholders beginning with shareholders and clients, established the “Nomura
Holdings Corporate Governance Guidelines” (“the Guidelines”) for the purpose of setting forth an effective corporate governance framework as a structure for transparent/fair and timely/decisive decision-making, and contributing to
the realization of that. 
 The full text of the Guidelines is available on the Company’s website. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

In addition, the Company has established the “Nomura Group Code of Conduct” as a code of conduct to be observed by each director,
officer and employee of the Nomura Group. This is a guideline for Nomura Group directors, officers and employees to translate the Nomura Group Corporate Philosophy into actions. All of our business activities are carried out based on the Group Code
of Conduct, and through compliance with the Code, we endeavor to fulfill the various responsibilities in relation to, not only shareholders, but to various stakeholders. 

The full text of Nomura Group Code of Conduct is available on the Company’s website. 

https://www.nomuraholdings.com/en/company/basic/main/04/teaserItems2/00/linkList/0/link/coc.pdf 

[Reasons for Non-Compliance with the Principles of the Corporate Governance Code] 

The Company has complied with all principles of the Corporate Governance Code. 

[Disclosures in accordance with Each Principle of the Corporate Governance Code] 

Disclosures in accordance with each principle of the Corporate Governance Code are as follows. 

[Principle 1-4] (Cross-Shareholdings) 

 

 
(1)
 Policy for Strategic Shareholdings 

Please refer to Article 26 “Basic Policy for Strategic Shareholdings” of the Guidelines and “Basic Policy for Strategic
Shareholdings” on the Company’s website. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

https://www.nomuraholdings.com/en/company/cg/stsh.html 

The Company set a target in 2022 to reduce the names of strategic shareholdings held (including unlisted names) by 25% in the 5 years from
April 1, 2022 to March 31, 2027. Based on regular quantitative and qualitative analyses of all shareholdings, we proceeded with the reduction while determining whether to sell or continue holding each shareholding. As a result, we achieved
our target one year ahead of schedule in the fiscal year ending March 2026. Going forward, where it has been determined to be reasonable upon consideration of the impact on the market and other circumstances, we will continue the sale of strategic
shareholdings. 
  

 
(2)
 Assessment of the content of Strategic Shareholdings 

Based on the “Basic Policy for Strategic Shareholdings” above, the Company holds the Investment Securities Committee and reviews
the appropriateness of holdings and conducts a quantitative analysis on the return on required capital and assesses other qualitative factors such as the benefits and risk accompanying holdings. 

  
 1 

 

 In addition, the Board of Directors, concerning individual strategic shareholdings, will
examine the content considered at the Investment Securities Committee. 
  

 
(3)
 Basic Policy regarding the Exercise of Voting Rights for Strategic Shareholdings 

Please refer to Article 27 “Basic Policy regarding the Exercise of Voting Rights for Strategic Shareholdings” of the Guidelines.

 https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

[Principle 1-7] (Related Party Transactions) 

Please refer to Article 28 “Matters regarding Related-Party Transactions and Subsidiaries” of the Guidelines. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

[Supplementary Principle 2-4-1] (Ensure Diversity in the
Promotion to Core Human Resources) 
 [Approach to Ensure Diversity] 

We believe that diversity among our employees at Nomura, which has offices in various countries and regions around the world, is a source of
our competitiveness, innovation and advanced risk management. Our employees bring a wide range of backgrounds, including gender, nationality, race, age, gender identity, sexual orientation, belief, social status, disability, as well as education,
experience, capabilities and values. In July 2016, we adopted our “Declaration on Diversity and Inclusion” and have since been committed to enhancing our workplace environment through measures such as introducing hourly paid leave and a
partnership program. We place the idea that “diversity strengthens an organization” at the core of our values and aim to create a workplace where each employee feels a sense of belonging at Nomura and feels that being their authentic
selves is valued and respected. To achieve this, in addition to top-down initiatives led by our Working Group, centered on management, we also promote bottom-up
initiatives through our Employee Networks. 
 Starting in fiscal year 2024, the promotion of inclusion has been incorporated into the
performance evaluation criteria for all officers and employees worldwide, encouraging contributions to a more inclusive workplace environment. In Japan, we also continue to provide the “Nomura Group Inclusion Training” to approximately
15,000 employees, which covers topics such as human rights, balancing work with childcare and caregiving, harassment and psychological safety, to deepen understanding and foster inclusive practices in the workplace. We are also promoting disability
inclusion initiatives. Regarding the promotion of female employees to managerial positions, Nomura Group has set numerical targets and is advancing various initiatives. Regarding the promotion of mid-career
and foreign national employees to managerial positions, since Nomura Group already has employees with diverse careers, backgrounds and values, as a result of the above initiatives, the Company has not set specific targets in terms of promoting
employees especially with these attributes in management, however appoints management positions by considering their abilities and performance, regardless of nationality or whether they are hired by mid-career
recruitment. 
 [Status of Voluntary and Measurable Goals for Ensuring Diversity, Approach to Human Resource Development, Internal
Environmental Development, and Implementation Status to Ensure Diversity] 
  

 
(1)
 Female employees 

In Japan, each Nomura Group company formulates action plans under the Act on Promotion of Women’s Participation and Advancement in the
Workplace and promotes initiatives to support the advancement of women. At Nomura Securities, a core subsidiary, the proportion of women in managerial positions was 22.2%, and the proportion of women in branch/department manager positions was 12.1%
as of April 30, 2026, achieving the targets that had been set to date. The proportion of women in managerial positions in the Nomura Group, including overseas, was 24% as of March 31, 2026. The Nomura Group, including Nomura Securities,
remains committed to further closing the gender gap and aims to increase the proportion of women in managerial positions to 30% by 2030. In addition, the Nomura Group is implementing various group-wide measures to address issues such as work-life
balance and to enhance diversity in decision-making positions. 
 At domestic subsidiaries in Japan, including Nomura Securities, with
certain exceptions such as joint ventures, we are enhancing the workplace environment so that employees planning for childbirth and childcare can continue their careers without concern, regardless of gender, and are working to foster a workplace
culture that makes it easier to balance childcare and work. In light of these initiatives, in August 2025, Nomura Securities received the highest, third-level certification under the “Eruboshi” certification program based on the Act on
Promotion of Women’s Participation and Advancement in the Workplace. 
 As above, the Company has actively promoted initiatives to
create an environment where everyone can flourish regardless of gender. For the information on the detailed of the Company’s initiatives, please refer to “Others” in III.3. “Measures to Ensure Due Respect for the
Stakeholders’ Standpoint” of this Report, “Diversity, Equity and Inclusion (DEI).” 
  

 
(2)
 Mid-career and overseas employees 

The ratio of mid-career managers at Nomura Securities is over 33% (as of March 31, 2026). Among
over 28,000 directors, officers and employees, more than 13,000 individuals work worldwide. In addition, in the overseas offices, the ratio of locally-hired managers (Managing Directors in the overseas offices) is over 90% (as of March 31,
2026). 
  

 
(3)
 Other matters 

For the information on the detailed of the Company’s initiatives, plan for human resource and internal environmental development, and
status of ensuring diversity, please refer to “Others” in III.3. “Measures to Ensure Due Respect for the Stakeholders’ Standpoint” of this Report, “Talent Management,” “Diversity, Equity and Inclusion
(DEI)”, “Employee-Friendly Work Environment” and “ESG Data” on the Company’s website. 

  
 2 

 

 https://www.nomuraholdings.com/en/sustainability/employee/employee.html 

https://www.nomuraholdings.com/en/sustainability/employee/di.html 

https://www.nomuraholdings.com/en/sustainability/employee/support.html 

https://www.nomuraholdings.com/en/sustainability/data.html 

[Principle 2-6] (Roles of Corporate Pension Funds as Asset Owners) 

For the Company’s corporate pension fund, in order to realize payments such as the certain payment of pension benefits over the future
and to realize investment management that makes the interests of participants/beneficiaries’ top priority, operations will be carried out by assigning qualified persons. In addition, for the selection of asset managers, it has been decided
that selections constrained by the business relationship with the pension fund manager will not be carried out, and the policy is to take into consideration factors such as aspects of the Stewardship Code, such as the status of responses and
initiatives, and policy in relation to ESG, as necessary. On the basis of these kinds of policies, monitoring of activities including the stewardship activities of asset managers will be implemented and initiatives will be undertaken to make sure
that the corporate pension funds perform their roles as asset owners. 
 [Principle 3-1] (Full
Disclosure) 
 These items have been disclosed as follows. 
  

 
(1)
 Management Philosophy and Management Strategies and Management Plans 

Management Philosophy: Please refer to the “Nomura Group Corporate Philosophy,” “Our Founder’s Principles,” and
the “Nomura Group Code of Conduct” on the Company’s website. 
 https://www.nomuraholdings.com/en/company/basic.html

 Management Strategies and Management Plans: Please refer to the materials on the Company’s website “Presentations.” 

https://www.nomuraholdings.com/en/investor/presentation.html 
  

 
(2)
 Underlying Concept of Corporate Governance and Basic Policies 

Please refer to the Guidelines. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

 

 
(3)
 Policies and Procedures to determine Compensation for Senior Executives and Directors 

Please refer to II.1. “Remuneration of Directors and Executive Officers” of this Report. 

The Company does not provide business-performance-based bonuses to the director of the Audit Committee member and outside directors. Further,
the Company abolished retirement bonuses in 2001. 
  

 
(4)
 Policies and Procedures to Appoint/Dismiss the Senior Management and Nominate the Director Candidates.

 Please refer to Article 2 “Role of the Board of Directors,” Article 9 “Role and Composition of the
Nomination Committee,” and Article 10 “Appointment/Dismissal of Officers such as the Group CEO and Succession Plan.” 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

 

 
(5)
 Explanations with respect to Individual Appointments/Dismissals and Nominations in the Appointment/Dismissal of
the Senior Management and Nomination of Director Candidates 

 For explanations for nominating director nominees including
directors concurrently serving as Representative Executive Officers, please refer to the “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders. 

https://www.nomuraholdings.com/en/investor/shareholders/shm.html 

[Supplementary Principle 3-1-3] (Initiatives related to
Sustainability) 
  

 
(1)
 Initiatives Towards Sustainability 

The Company has established a basic policy on Sustainability in Article 24“Initiatives Towards Sustainability”of the Guidelines,
which is resolved by the Board of Directors. Further, the Company has established the Sustainability Committee to deliberate and decide on strategies related to sustainability initiatives. The Committee is chaired by the Group CEO and consists of
members designated by the Group CEO, including members of the Executive Management Board. The Committee has, based on the opinions of the Board of Directors, established the “Nomura Group Sustainability Statement,” which sets forth the
direction of our company’s sustainability activities and policies for responding to environmental and social risks. For the basic sustainability policies and initiatives, please refer to the Guidelines, the “Nomura Sustainability
Report”, and materials on the Company’s website “Sustainability,” and the section entitled “PART I. Corporate Information Item 2. Operating and Financial Review 2. View on Sustainability and Efforts” in the Form 6-K English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

https://www.nomuraholdings.com/en/investor/library/ar.html#library_02 

https://www.nomuraholdings.com/en/sustainability.html 

https://www.nomuraholdings.com/en/investor/library/sec.html#sec02 

  
 3 

 

 
(2)
 Investments in human capital and intellectual property, etc. 

In order to put our Group Purpose into action and to maximize our corporate value, we believe that it is essential to enhance the competitive
strength of our employees (human capital) in order to enhance productivity, build value for our clients and shareholders, and enrich our risk management culture by realizing the potential of our dedicated and professional workforce. In this context,
we are implementing various initiatives within the human resource management cycle of recruitment, talent development, performance appraisal, and mobility and advancement. In terms of recruitment, we practice department or job-specific hiring to acquire and develop talents who can demonstrate advanced expertise after joining the company, and we are also strengthening mid-career recruitment.
Additionally, in the area of development, we aim to create a self-sustaining decentralized organization in which every single employee has a high level of expertise and leadership. To achieve this, we have reorganized our training programs by
hierarchy for new employees, instructors, and managers, and are working to enhance departmental expertise through department-specific training and to promote self-directed career development through enriched self-selection training. As an example of
self-selection training, we have introduced “Digital IQ University,” an e-learning program for all employees aimed at nurturing digital talents. For other matters, please refer to the materials on
the Company’s website “Presentations” and the section entitled “PART I. Corporate Information Item 2. Operating and Financial Review 2. Views on Sustainability and efforts (5) Human Capital Initiatives” in the Form
6-K English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act. 

https://www.nomuraholdings.com/en/investor/presentation.html 

https://www.nomuraholdings.com/en/investor/library/sec.html#sec02 

 

 
(3)
 Information disclosure based on TCFD 

Please refer to the “Nomura Sustainability Report” on the Company’s website “Annual Reports”. From 2024,
disclosures based on TCFD have been integrated into the “Nomura Sustainability Report”. 

https://www.nomuraholdings.com/en/investor/library/ar.html#library_02 

[Supplementary Principle 4-1-1] (Roles and Responsibilities of
the Board) 
 At the Company, the decision-making authority for all matters, except for matters which must be referred to the Board of
Directors, are delegated to the executive officers. For the reference matters of the Board of Directors, please refer to Article 10 of the Regulations of the Board of Directors. 

https://www.nomuraholdings.com/en/company/cg/regulations.html 

[Principle 4-9] (Independence Standards and Qualification for Independent Directors) 

Please refer to II.1. “Matters relating to Independent Directors” in this Report. 

[Supplementary Principle 4-11-1] (Ensuring Diversity of the
Board) 
 Please refer to Article 3 “Composition of the Board of Directors” of the Guidelines. 

The Board of Directors of the Company, to enable active discussion from diversified perspectives, consists of members with diversity, such as
nationality, gender, and background, and with expertise and/or experience in areas such as management, global, financial industry, accounting/finance, legal systems/regulation, internal controls including risk management, digital / IT / DX, and
sustainability. Seven out of the current eleven directors of the Company’s Board of Directors, which constitutes a majority, are outside directors, and out of the seven outside directors, there is a diverse composition of three non-Japanese directors and three female directors. 
 [Supplementary Principle 4-11-2] (Status of Concurrent Positions of Directors) 
 For
concurrent positions held by directors, please refer to the “Reference Materials for the General Meeting of Shareholders” in the Notice of Convocation of the Annual General Meeting of Shareholders. 

https://www.nomuraholdings.com/en/investor/shareholders/shm.html 

[Supplementary Principle 4-11-3] (Evaluation of the
Effectiveness of the Board) 
 Please refer to Article 6 “Self-Evaluation” of the Guidelines. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

Further, the summary of the results of the analysis and evaluation of the effectiveness of the Board for the fiscal year ended March 31,
2026 are as follows: 
 < Summary of the Results of the Analysis/Evaluation Regarding the Effectiveness of the Board of Directors during
the Fiscal Year Ended March 31, 2026 (“FY 2026”)> 
 In the second half of FY 2026, the Company conducted the Board
Effectiveness Review during FY 2026. 
 The evaluation of the effectiveness of the Board of Directors is conducted in the form of a
self-evaluation by each director on the following items, followed by discussions at the Board of Directors meeting. 
  

 
1.
 Overall Evaluation of the Board of Directors 

 

 
(1)
 Whether the Board of Directors contributes to the Group’s sustainable growth and the improvement of
corporate value 

  

 
(2)
 Whether the directors have a shared understanding of the ideal role of the Board of Directors, including
authority, functions, etc. 

  

 
(3)
 Whether the authority is appropriately delegated from the Board of Directors to the management

  
 4 

 

 
2.
 Composition and Operation of the Board of Directors 

 

 
(1)
 Whether the number of attendees at meetings of the Board of Directors, including executive officers and senior
managing directors, is appropriate (Example: October 2025, 34 attendees in total (Nomura Holdings, Inc. (NHI): 12 directors, Nomura Securities Co., Ltd. (NSC): 15 directors (excluding those serving concurrently as NHI directors) and 7 executives
(excluding those attending only for certain agenda items)) 

  

 
(2)
 Whether the composition of the Board of Directors (e.g., composed of corporate managers, financial experts,
legal experts) and the ratio of outside directors (NHI: 8 outside directors/12 directors in total; NSC: 2 outside directors/19 directors in total), is appropriate 

 

 
(3)
 Whether the frequency of meetings is appropriate (approximately 10 meetings in the current fiscal year)

  

 
(4)
 Whether the meeting agenda and framework (number of matters to be resolved and matters to be reported, content,
time allocation) is appropriate 

  

 
(5)
 Whether the Chairman enhances the quality of the Board of Directors’ discussions and leads the Board
effectively and efficiently 

  

 
(6)
 Whether the Board of Directors Secretariat provides sufficient support such as advance briefing and provision
of information 

  

 
3.
 The Board of Directors’ involvement in the Management Goals and Strategies 

 

 
(1)
 Whether the Board of Directors clearly communicates its expectations and concerns regarding the management
goals and strategies set by the executives, and contributes to their achievement 

  

 
(2)
 Whether dialogue with executives from a shareholder perspective is appropriate and whether the Board of
Directors ensures executives’ accountability to shareholders 

  

 
(3)
 Whether the Board of Directors discusses management strategies and management goals at its meetings based on
the PDCA (plan-do-check-act) cycle 

  

 
(4)
 Whether the Board of Directors properly monitors the adequacy and progress with regard to various management
benchmarks, such as financial statements, share price, ROE, and risk appetite, and the appropriateness of the allocation of management resources 

  

 
(5)
 Whether the Board of Directors conducts analysis of the company’s performance from a long-term
perspective 

  

 
4.
 Management Oversight Functions of the Board of Directors 

 

 
(1)
 Whether the Board of Directors asks questions and states opinions to executive officers from the perspective of
management oversight 

  

 
(2)
 Whether the information provided is sufficient to understand the company’s financials and business
challenges/trends, and to perform effective oversight (Example: quality, quantity, and timing of information provided inside and outside the Board of Directors; support systems such as guidance on training programs and provision of information;
reports on important matters; holding Board of Directors meetings overseas) 

  

 
(3)
 Whether mutual understanding with the management is deepened in order for the management oversight function of
the Board of Directors to be performed effectively 

  

 
(4)
 Whether the management provides sufficient explanation and report on the matters pointed out at the Board of
Directors thus far 

  

 
(5)
 Whether the Board of Directors appropriately assesses the discussions at the Investment Securities Committee
with respect to each strategic shareholding 

  

 
(6)
 Whether the internal controls are effective, and whether their establishment and operation are appropriate

  

 
(7)
 Whether the content and frequency of sustainability-related reports and the level of involvement of the Board
of Directors are appropriate 

  

 
5.
 Each Committee 

 

 
(1)
 Whether the activities of the Committee contribute adequately to the qualitative improvement of corporate
governance 

  

 
(2)
 Whether the composition of the members of the Committee is appropriate 

 

 
(3)
 Whether the frequency and content of reports to the Board of Directors are appropriate 

 

 
(4)
 Whether the agenda items for Committee meetings are selected appropriately 

 

 
(5)
 Whether the discussion at the Committee is exhaustive and sufficient 

 

 
(6)
 Whether the Committee Secretariat provides sufficient support to the Committee member such as advance briefing
and provision of information 

  

 
6.
 Monitoring Dialogue with Stakeholders 

 

 
(1)
 Whether sufficient information is provided to stakeholders such as investors/rating agencies/regulatory
authorities 

  

 
(2)
 Whether the content and frequency of feedback to the Board of Directors on matters such as the opinions of
investors/rating agencies are appropriate 

  

 
7.
 Meetings of the Outside Directors 

 

 
(1)
 Whether discussions at the Outside Directors Meetings are conducted appropriately 

 

  
 5 

 

 In response to the results of the FYE 2025.03 Board Effectiveness Review, in FYE 2026.03,
the Board of Directors held multiple discussions regarding the progress toward realizing the management vision for 2030 (“Reaching for Sustainable Growth”) and conducted several monitoring sessions on management benchmarks. In addition,
with respect to dialogue with stakeholders, we further enhanced the involvement of outside directors and held multiple discussions at the Board regarding the status of such dialogue, thereby continuing efforts to ensure the Board fully exercises its
supervisory function. 
 In the FYE 2026.03 Board Effectiveness Review, particularly with respect to contributions to the Group’s
sustainable growth and enhancement of corporate value, as well as analysis of company performance from a long-term perspective, further improvements in evaluation were confirmed, and overall, a high level of evaluation continues to be maintained.
There were also many opinions appreciating the initiatives based on the FYE 2025.03 effectiveness evaluation and the prompt sharing of information with the Board. As challenges for further enhancement of Board functions, it was pointed out that, as
a global company, there is a need to further deepen oversight taking into account the characteristics of the Group’s overall business portfolio and growth areas, as well as to further strengthen Board operations to enhance the quality of
deliberations. 
 Based on these results, we will continue to devise ways to further enhance the management oversight function of the Board
of Directors, such as setting agenda items from a more global perspective and improving the effectiveness of Board operations. 
 Taking
these initiatives into account, the Board of Directors evaluates that the effectiveness of the Board of Directors is fully ensured. 

[Supplementary Principle 4-14-2] (Training for Directors) 

Please refer to Article 18 “Training of Directors” of the Guidelines. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

[Principle 5-1] (Policy for Constructive Dialogue with Shareholders) 

 

 
(1)
 Policy for Constructive Dialogue with Shareholders 

Please refer to Article 22 “Dialogue with Shareholders” of the Guidelines. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

 

 
(2)
 Implementation, etc. of Dialogue with Shareholders 

We actively reach out to our shareholders and other investors. We take the constructive feedback and share it internally, including with the
Board of Directors, in order to support our management strategy. For the communication during the fiscal year ended March 31, 2025, please refer to the “Integrated Report 2025 (Nomura Report)” (page 34) on the Company’s
website “Annual Reports”. 
 https://www.nomuraholdings.com/en/investor/library/ar.html 

Presentation summary and Q&As (summary and on-demand distribution of telephone conference),
management strategies presentation (video), and “Nomura Group Governance” explained in the dialogues with shareholders are also disclosed on the Company’s website “Financial Results” and “Presentations”.

 https://www.nomuraholdings.com/en/investor/summary/finance.html 

https://www.nomuraholdings.com/en/investor/presentation.html 

Concerning other engagements regarding the Company’s corporate governance, including the items below, they have been published in places
including this report, the Annual Securities Report, the Integrated Report (Nomura Report), and the Company’s website. 
 [Principle 2-3] (Sustainability Issues, Including Social and Environmental Matters) 
 Please refer to Article 24
“Initiatives Towards Sustainability” of the Guidelines and “Environmental conservation initiatives and CSR activities” in III.3. “Measures to Ensure Due Respect for the Stakeholders’ Standpoint” of this
Report and the section entitled “PART I. Corporate Information Item 2. Operating and Financial Review 2. Views on Sustainability and efforts” in the Form 6-K English translation of certain items
disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act. 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

https://www.nomuraholdings.com/en/investor/library/sec.html#sec02 

[Principle 2-4] (Ensuring Diversity, Including Active Participation of Women) 

Please refer to Article 23 “Nomura Group Corporate Philosophy and the Nomura Group Code of Conduct” of the Guidelines, and
“Status of the Appointment of Female Directors and Officers” and “Diversity, Equity and Inclusion” in III.3. “Measures to Ensure Due Respect for the Stakeholders’ Standpoint” of this Report and the section
entitled “PART I. Corporate Information Item 2. Operating and Financial Review 2. Views on Sustainability and efforts (5) Human Capital Initiatives” in the Form 6-K English translation of
certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act. 

  
 6 

 

https://www.nomuraholdings.com/en/company/cg/main/04/teaserItems1/03/linkList/00/link/cg_guideline_en.pdf 

https://www.nomuraholdings.com/en/investor/library/sec.html#sec02 

[Action to Implement Management That is Conscious of Cost of Capital and Stock Price] 

Content of Disclosure: Disclosure of Initiatives (Update) 

Availability of English Disclosure: Available 

Date of Disclosure Update: July 22, 2026 

We have been steadily advancing our efforts to capture business opportunities globally, while establishing a business model that can
consistently achieve return on equity (ROE) of 8–10%+ toward 2030, and setting, in May 2024 as a target of over ¥500 billion of income before income taxes. As a result, our performance for the fiscal year ended March 2025 was ROE of
10.0% and pretax profit of ¥472.0 billion, and for the fiscal year ended March 2026, ROE of 10.1% and pretax profit of ¥539.8 billion. We are now in a position where the stable achievement of the initially set quantitative targets
is highly likely. In light of this situation, in May 2026, we updated the quantitative targets and set forth as new management quantitative targets toward 2030 the achievement of ROE of 10-12%+ and over
¥750 billion of income before income taxes. 
 As a financial institution based in Japan, we see its cost of equity to be at around
10%, and our mission is to generate returns to shareholders that are greater than the cost of equity. However, ROE may be of limited use in that it does not necessarily reflect financial soundness. In order to avoid the excessive pursuit of capital
efficiency with the aim of improving ROE at the expense of financial soundness, we attach importance to the creation of corporate value, giving due consideration to financial soundness, and thereby improving ROE. In order to achieve income before
income taxes of over ¥750 billion, we have to implement growth strategies that go beyond the existing organizational framework more swiftly and steadily, and aim to further improve our earnings generation capacity and achieve sustainable
growth. 
 In addition, the relationship between PBR and ROE is expressed as PBR = ROE / (Cost of Equity—Expected Growth Rate). As of
March 31, 2026, the Company’s PBR was 0.96 times. 
 As we head toward 2030, we will continue our initiatives to achieve and
stably maintain an ROE of 10-12%+, as well as income before income taxes of over ¥750 billion, aiming to further enhance corporate value. 

With regard to Implementation of Management that is Conscious of Cost of Capital and Stock Price, please refer to “Investor Day
May 29, 2026” (page 1-3), the “Nomura Investment Forum 2025” (page 8-18) and the “CFO Message” (page
27-33) in the “Integrated Report 2025 (Nomura Report)” under the Company’s website “Annual Reports”, under the Company’s website “Presentations.” 

https://www.nomuraholdings.com/en/investor/presentation.html 

https://www.nomuraholdings.com/en/investor/library/ar.html 
  

 
•
 
 2. Capital Structure 

 

 Ratio of Shares held by Foreign Investors

  
39.13%

 <Major Shareholders> 
  

 Name

  
Number of Shares
 
  
Percentage
 

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

  
 
482,524,000
 
  
 
16.62
 

 Custody Bank of Japan, Ltd. (Trust Account)

  
 
155,108,000
 
  
 
5.34
 

 State Street Bank And Trust Company 505001

  
 
88,304,000
 
  
 
3.04
 

 The Bank of New York Mellon as Depositary Bank for DR Holders

  
 
79,924,000
 
  
 
2.75
 

 JPMorgan Securities Japan Co., Ltd.

  
 
51,361,000
 
  
 
1.77
 

 JP Morgan Chase Bank 385781

  
 
43,207,000
 
  
 
1.48
 

 Goldman Sachs Japan Co., Ltd. BNYM

  
 
34,407,000
 
  
 
1.18
 

 The Nomura Trust and Banking Co., Ltd. (Investment Trust Account)

  
 
32,425,000
 
  
 
1.11
 

 State Street Bank And Trust Company 505103

  
 
27,835,000
 
  
 
0.95
 

 JP Morgan Chase Bank 385642

  
 
27,113,000
 
  
 
0.93
 

  

Controlling shareholder other than the parent company
  
None

Parent company
  
None

 Supplementary Explanation 

Information concerning major shareholders is as of March 31, 2026. Numbers of shares are rounded down to the nearest thousands. 

The Company has 186,846 thousand shares of treasury stock as of March 31, 2026 which is not included in the major shareholders list above. 

  
 7 

 

 According to a statement on Schedule 13G (Amendment No.11) filed by BlackRock, Inc. with the SEC on
April 23, 2025, BlackRock, Inc. owned 227,858,398 shares, representing 7.20% of the issued shares of the Company’s common stock. However, the Company has not confirmed the status of these shareholdings as of March 31, 2026. 

According to a statement on Schedule 13G (Amendment No.4) filed by Sumitomo Mitsui Trust Group, Inc. with the SEC on February 5, 2026, Sumitomo Mitsui
Trust Group, Inc. owned 155,735,000 shares, representing 4.90% of the issued shares of the Company’s common stock. However, the Company has not confirmed the status of these shareholdings as of December 31, 2026. 

 

 
•
 
 3. Corporate Attributes 

 

Listed exchanges and market section
  
Tokyo Prime, Nagoya Premier

Fiscal year end
  
March

Industry
  
Securities and Commodity Futures

Number of employees (consolidated)
  
Over 1,000

Sales (consolidated)
  
Over 1 trillion yen

Consolidated subsidiaries
  
Over 300

  

 
•
 
 4. Guidelines Regarding Measures to Protect Minority Shareholders in the Event of Transactions with the
Controlling Shareholder 

 — 
  

 
•
 
 5. Other Special Conditions with Potentially Significant Effects on Corporate Governance

 The Company holds 50.5%* of voting rights (as of March 31, 2026, the same shall apply hereafter) of Sugimura Warehouse Co.,
Ltd. (Industry Sector: Warehousing & Harbor Transportation Services. Hereinafter referred to as “Sugimura Warehouse”), a company listed on the Standard Market of the Tokyo Stock Exchange, making it a consolidated subsidiary. In
addition, the Company holds 23.1%* of the voting rights of Nomura Research Institute, Ltd. (Industry Sector: Information & Communication. Hereinafter referred to as “NRI”) and 37.6% of the voting rights of Nomura Real Estate
Holdings, Inc. (Industry Sector: Real estate. Hereinafter referred to as “Nomura Real Estate Holdings”), both listed on the Prime Market of Tokyo Stock Exchange, making them equity-method affiliates. (The above three companies are
collectively referred to as the “Listed Companies”.) *Including the portion held by the Nomura Group 
 Although the Nomura Group consists of
the Company, the holding company, and its consolidated subsidiaries primarily engaged in businesses related to financial services, and pursues integrated business operations under the unified strategic focus as “Nomura Group”, the
Company is not directly involved in the decision-making process of the listed subsidiary, Sugimura Warehouse, from the standpoint of protecting its minority shareholders and respecting its autonomy and independence. In addition, NRI and Nomura Real
Estate Holdings, listed affiliated companies, are independent companies outside the Nomura Group, and the Company is not directly involved in their decision-making processes. The Company expresses its opinions on their management through the
exercise of its voting rights at their General Meetings of Shareholders. As for resolutions to be submitted to the General Meetings of Shareholders including proposals for the appointment and dismissal of directors, the Company decides whether to
vote for from the perspective of whether each resolution contributes to the enhancement of the corporate value of the Listed Companies or not. 
 In
addition, the Company and any Listed Company have not concluded important agreements that could affect the Listed Company’s governance, and they share management policies and strategies, etc., through the collaborative relationship to the
extent necessary. The Listed Companies deliberate and determinate their business strategies, financial strategies and capital policies, etc., independently from the Company, under their own governance structure. Regarding the governance structure of
the Listed Companies, please refer to the disclosure materials of the Listed Companies, including their Corporate Governance Reports. 
 [Listed subsidiary]

 Sugimura Warehouse, a consolidated subsidiary of the Company, engages in logistics business centered around cargo storage, cargo handling, and freight car
transportation. The Company made Nomura Land and Building Co., Ltd. (current Nomura Properties, Inc. which holds shares in Sugimura Warehouse) a consolidated subsidiary in May 2011, as the result of which Sugimura Warehouse also became a
consolidated subsidiary. Sugimura Warehouse develops its business, maintaining a cooperative relationship with Nomura Properties Inc. (a wholly-owned subsidiary of the Company), which provides facility management services to the Nomura Group.
Sugimura Warehouse contributes to the stabilization of the business performance of the Nomura Group through its operations in a business environment different from that of Nomura Group’s main businesses. 

Since it was listed in 1949 on the Osaka Securities Exchange, whose spot market was integrated into the Tokyo Stock Exchange in 2013, Sugimura Warehouse has
been maintaining its listing. The Company believes that, even if considering the costs of maintaining the listing, etc., there is rationale for maintaining Sugimura Warehouse as a publicly listed subsidiary mainly from the perspective of improvement
of corporate value through enhancement of its name recognition and social credibility, securing flexible financing methods, expansion of business partners, maintenance and improvement of employee motivation, and securing talented personnel. 

  
 8 

 

 [Listed affiliated companies] 

1. NRI 
 The Nomura Group receives services and products from the
NRI Group. Furthermore, the Nomura Group and NRI Group have a collaborative relationship through the operation of a joint venture company, etc. The Company plans to continue the capital relationship with NRI, which is one of the important business
partners of the Nomura Group. In addition, the terms of transactions between the Nomura Group and NRI Group are determined in accordance with the same standards applied to transactions with third parties. 

2. Nomura Real Estate Holdings 
 The Nomura Group and Nomura Real
Estate Group have a collaborative relationship through real estate-related business in the Wealth Management Division and real estate fund management business by a joint venture company in the Investment Management Division, etc. The Company plans
to continue the capital relationship with Nomura Real Estate Holdings, which is one of the important business partners of Nomura Group. In addition, the terms of transactions between the Nomura Group and Nomura Real Estate Group are determined in
accordance with the same standards applied to transactions with third parties. 
 II Organizations regarding
Managerial Decision Making, Execution, Management and Status of Other Corporate Governance System 
  

 
•
 
 1. Organizational structure and management 

 

Organizational structure
  
Company with Three Board Committees

 <Directors> 
  

 Number of seats on the Board of Directors pursuant to the Company’s Articles of
Incorporation

  
20

 Term of office of directors pursuant to the Company’s Articles of Incorporation

  
1 year

Chairman of the meetings of the Board of Directors
  
Chairman of the Board of Directors (kaicho) (except when concurrently serving as a president)

Number of directors in office
  
11

 <Outside Directors> 
  

Number of outside directors in office
  
7

Number of outside directors qualifying as independent directors
  
7

 Relationship with the Company (1) 
  

 Name

 
 Attribution

 
 Relationship with the company (*)

 
 a

 
 b

 
 c

 
 d

 
 e

 
 f

 
 g

 
 h

 
 i

 
 j

 
 k

 Victor Chu

 
External
 

 

 

 

 

 

 

 

 

 

 

 Patricia Mosser

 
Scholar
 

 

 

 

 

 

 

 

 

 

 

 Takahisa Takahara

 
External
 

 

 

 

 

 

 

 

 

 

 

 Miyuki Ishiguro

 
Lawyer
 

 

 

 

 

 

 

 

 

 

 

 Masahiro Ishizuka

 
CPA
 

 

 

 

 

 

 

 

 

 

 

 Taku Oshima

 
External
 

 

 

 

 

 

 

 

 

 

 

 Nellie Liang

 
Other
 

 

 

 

 

 

 

 

 

 

 

  

*
 Choices concerning the relationship with the company. 

 

*
 For each item, “¡” in the event that
“currently/recently” corresponds for the Outside Director and “r” in the event that “in the past” corresponds for the Outside Director. 

 

*
 For each item, “●” in the event that “currently/recently” corresponds for the
close relative of an Outside Director and “p” in the event that “in the past” corresponds for the close relative of an Outside Director. 

 

a -
 Executive of the Listed Company or its subsidiary 

 

b -
 Executive or Non-Executive Director of the parent company of the Listed
Company 

  

c -
 Executive of a fellow subsidiary of the Listed Company 

 

d -
 A legal or natural person whose major business partner is the Listed Company or an Executive of such a legal
person 

  

e -
 Major business partner of the Listed Company or an Executive of such major business partner

  

f -
 A consultant, accountant or legal expert receiving a large amount of compensation or other assets from the
Listed Company, excluding director/officer compensation 

  

g -
 Major shareholder of the Listed Company (if such major shareholder is a legal entity, an Executive of such
legal entity) 

  

h -
 Executive of a business partner of the Company (which does not fall under (d), (e) or (f) above)
(applicable to the Director only) 

  

i -
 Executive of a company where there is a relationship of an Outside Director being mutually appointed
(applicable to the Director only) 

  

j -
 Executive of an institution receiving a donation from the Listed Company (applicable to the Director only)

  

k -
 Other 

  
 9 

 

 Relationship with the Company (2) 

 

 Name

  
 Committees

  
 
  
 Supplementary description

  
 Reason for appointment (if designated as an
independentdirector, also including grounds for such designation)

  
 *1

  
 *2

  
 *3

  

*4

 Victor Chu

  

  

  
☑
  
☑
  
None
  
 <Reason for appointment as an outside director>

Mr. Chu established First Eastern Investment Group, an international investment company, and apart from serving as its Chairman and CEO for many years,
has held key positions in Hong Kong financial circles, such as key positions at the Hong Kong Stock Exchange and the Securities and Futures Commission, Hong Kong. He has extensive experience with respect to corporate management and the finance
industry, and also has a high degree of expertise with regard to law, regulation, and corporate governance, and such achievements and related insights have been evaluated highly both within and outside of the Company.

 
 The Company believes that he will continue to apply his extensive experience and high
degree of expertise and independence to perform a full role as an outside director in determining important managerial matters and overseeing the business execution of the Company.

 
 <Reason for designation as an independent director>

Mr. Chu satisfies the Independence Criteria for Outside Directors established by the Company. He is not considered to be in any situation where the degree
of independence required by the Exchanges would be called in doubt, and hence he is unlikely to have conflicts of interest with general investors and has been designated as an independent director.

Patricia Mosser
  

  

  

  
☑
  
None
  
 <Reason for appointment as an outside director>

Ms. Mosser, apart from her current holding of positions such Special Research Scholar and Director of Central Banking at Columbia’s School of
International and Public Affairs, including the holding in the past of positions such as Deputy Director of the Office of Financial Research at the U.S. Department of the Treasury and Senior Vice President of the FRBNY, has many years of experience
as an economist and central banker, and such achievements and related insights have been evaluated highly both within and outside of the Company.

 

1 
 Nomination Committee 

2 
 Compensation Committee 

3 
 Audit Committee 

4 
 Independent Director 

  
 10 

 

  

  

  

  

  

  
 The Company believes that she will continue to apply her extensive experience and high degree of expertise and independence to perform a full
role as an outside director in determining important managerial matters and overseeing the business execution of the Company.
  

<Reason for designation as an independent director>

Ms. Mosser satisfies the Independence Criteria for Outside Directors established by the Company. She is not considered to be in any situation where the
degree of independence required by the Exchanges would be called in doubt, and hence she is unlikely to have conflicts of interest with general investors and has been designated as an independent director.

Takahisa Takahara
  
☑
  
☑
  

  
☑
  
None
  
 <Reason for appointment as an outside director>

Mr. Takahara, including his cu