Board of Directors

Board of Directors and Committees

Board of Directors

The Board of Directors fully ensures that management engages in substantial discussion in fulfilling its responsibilities of making decisions about important Group management issues and supervising the execution of business activities by executive officers and directors. One of the specific features of the Committees Governance Model as a company with a nominating committee, etc. is that while the Board of Directors makes decisions regarding important management issues and supervises the execution of operations, clearly defined roles give executive officers responsibility for the execution of operations, thus strengthening the Board of Directors’ supervisory and decision-making functions. In FY2020, Resona Holdings made it a rule to assign the position of Chairman to an internal director holding no concurrent position as an executive officer of the Company. Furthermore, in June 2022, the Company appointed an independent outside director as Chairman. The presidents of Group subsidiary banks became executive officers of Resona Holdings in order to ensure enhanced supervisory functions of the holding company vis-a-vis Group subsidiary banks.

Nominating Committee

The committee makes decisions regarding proposals for the selection and dismissal of directors that are submitted to the shareholders meeting, based on the specific qualities that the Group should seek in its directors as well as the "Standards for Electing Director Candidates" both of which have been discussed and decided at the committee's meetings. In June 2007, The Nominating Committee decided to introduce a succession plan that serves as a mechanism to ensure that the most appropriate candidates fill top management roles and responsibilities with the aim of accelerating the Group’s management reform and realizing the enhancement of corporate value on a sustainable basis. The status of the implementation of the succession plan is examined by the Nominating Committee and reported to the Board of Directors.

Audit Committee

In addition to auditing the execution of duties by executive officers and directors, this committee makes decisions regarding proposals for the selection and dismissal of accounting auditors, which are submitted to the General Meeting of Shareholders.
The Company maintains an auditing structure that facilitates frequent and flexible collaboration between the Audit Committee and the Internal Audit Division. Furthermore, the committee works with the Compliance Division, the Risk Management Division, the Finance and Accounting Division, and other divisions to supervise and verify internal control systems and make the necessary responses, urging executive officers and other responsible personnel to make essential improvements

Compensation Committee

The committee makes decisions regarding policies for compensation and other benefits for individual directors and executive officers as well as the compensation and other benefits for specific individuals. In addition, the committee considers the role a director compensation system should play in enhancing the Group's corporate value. Please note that the committee chose to eliminate the directors’ retirement benefit system in fiscal 2004 and introduced a performance-based compensation system. In addition, in fiscal 2017 the committee adopted a compensation system that grants Performance-based stock compensation.

Activities of Directors and Skills Expected from Directors

Activities of Directors (Attendance at Meetings held in FY2023)

○:Member ★:Chairman

Name / Current positions, etc. at the Company	Board of Directors	Nominating Committee	Compensation Committee	Audit Committee
Group CEO, Director, President and Representative Executive Officer Masahiro Minami appointed in June 2019 (appointed as President in April 2020)	○ 18/18 (100％)	-	-	-
Group CSO, Director, Deputy President and Executive Officer Shigeki Ishida appointed in June 2023	○ 13/13 (100％)	-	-	-
Group CIO, Group CPRO, Director and Executive Officer Mikio Noguchi appointed in June 2020	○ 18/18 (100％)	-	-	-
Executive Officer Hisahiko Oikawa appointed in June 2022	○ 18/18 (100％)	-	-	○ 13/13 (100％)
Outside Director Chiharu Baba appointed in June 2017	○ 18/18 (100％)	-	★ 9/9 (100％)	○ 3/3 (100%)
Outside Director Kimie Iwata appointed in June 2019	○ 18/18 (100％)	★ 12/12 (100%)	- 3/3 (100％)	-
Outside Director Setsuko Egami appointed in June 2020	○ 18/18 (100％)	○ 12/12 (100％)	○ 9/9 (100％)	-
Outside Director Fumihiko Ike appointed in June 2021	★ 18/18 (100%)	- 3/3 (100％)	-	-
Outside Director Sawako Nohara appointed in June 2022	○ 18/18 (100％)	-	○ 9/9 (100％)	-
Outside Director Masaki Yamauchi appointed in June 2022	○ 18/18 (100％)	○ 9/9 (100％)	-	★ 13/13 (100%)
Outside Director Katsuyuki Tanaka appointed in June 2023	○ 13/13 (100%)	-	-	○ 10/10 (100%)
Outside Director Ryuji Yasuda appointed in June 2023	○ 13/13 (100%)	-	-	○ 9/10 (90%)

Skills Expected from Directors

	Organizational management	Legal Compliance Risk management	Finance Accounting	IT Digitalization^*1	Sustainability^*1	Diversity & Inclusion^*1	Globalization^*1
Masahiro Minami	●	●	●	●	●	●	●
Shigeki Ishida		●
Mikio Noguchi				●
Hisahiko Oikawa		●
Chiharu Baba (Outside Director)	●	●	●				●
Kimie Iwata (Outside Director)	●				●	●
Setsuko Egami (Outside Director)		●			●	●
Fumihiko Ike (Outside Director)	●	●		●			●
Sawako Nohara (Outside Director)		●		●		●
Masaki Yamauchi (Outside Director)	●				●
Katsuyuki Tanaka (Outside Director)		●
Ryuji Yasuda (Outside Director)		●	●				●

*1Focus areas toward “Retail No. 1” financial service group

Reasons for selecting respective skills

Organizational management	The Company believes that management experience in organizations is necessary to exercise appropriate supervisory functions over the top management and other executive departments, and to discuss Group-wide strategies.
Legal, compliance, risk management	The Company believes that compliance and risk management are important foundations of business operations. The Company believes that knowledge of legal affairs, compliance and risk management is necessary to correctly recognize and appropriately manage risks that are becoming increasingly diverse and complex in a significantly changing environment, and to foster a good corporate culture.
Finance, accounting	The Company believes that knowledge of finance and accounting is necessary not only to ensure the reliability of financial reporting, but also to build a strong financial foundation and to allocate financial capital appropriately to achieve continuous growth.
IT, digitalization	The Company believes that the advancement of IT and DX strategies is essential to its growth. The Company believes that IT and digital expertise is necessary from the perspective of strengthening cybersecurity, upgrading IT governance, and promoting further acceleration of DX strategies.
Sustainability	The Company believes that knowledge of sustainability is necessary from the perspective of accelerating Group-wide SX initiatives toward “realization of a sustainable society” and “continuous increase in corporate value”.
Diversity & Inclusion	The Company considers diversity and inclusion to be a cornerstone of its human resources strategy, and believes that knowledge of diversity and inclusion is necessary to enhance corporate value through the mutual recognition and enhancement of diverse human resources within the organization.
Globalization	In a rapidly changing and increasingly complex business environment, the Company believes that knowledge of globalization is necessary to have a bird's eye view of the Group's business from a global perspective and to achieve continuous growth.

Election of Directors

Outline of “Standards for Electing Director Candidates”

Director Candidates

The director candidates under these Standards shall meet the following conditions:

(1)The person is suitablefor the duty of supervising management from the viewpoint of facilitating the sustainable creation of Resona Group’s corporate value;
(2)The person has the personality and knowledge required of a director, and has the willingness and ability required for faithfully performing his/her duties;
(3)The person can secure the time necessary for faithfully performing his/her duties; and
(4)The person meets the requirements of a director as specifiedby laws and regulations.

Independence of Outside Directors

1.The independent outside directors under these Standards shall meet the requirements for an outside director as specifiedby laws and regulations and shall fall under none of the following subparagraphs:
1. (1)The person is an operating director, executive officer or other employee (hereinafter “operating person”) of the Company or its affiliate, or has been an operating person of the Company or its affiliate during the period of 10 years before assuming the office of a director;
2. (2)The person is a large shareholder having voting rights of 5% or more of all voting rights of the Company, or the person is an operating person of a corporation, organization, etc. which has voting rights of 5% or more of all voting rights of the Company;
3. (3)The person is an operating person of a company which has an important business relationship^*2 with the Company or its affiliate, or of its parent company or of its important subsidiary;
4. (4)The person has received compensation or other property benefits in the amount of 10 million or more (the annual average over the past three years) as attorney, consultant, etc. of the Company or its affiliate, in addition to officer’s compensation of the Company; or the person is an operating person of a corporation, organization, etc. of which sales to the Company or its affiliate account for 2% or more of the consolidated sales of the corporation, organization, etc.;
5. (5)The person is an accounting auditor of the Company or its affiliate, or an employee, etc. of the accounting auditor;
6. (6)The person is an operating person of a corporation, organization, etc. which received a donation from the Company or its affiliate in the amount of 10 million or more (the annual average over the past three years), or 30% of the annual total expenses of the corporation, organization, etc., whichever is the larger;
7. (7)The person falls under any of the subparagraphs (2) through (6) during the period of past five years;
8. (8)The spouse or a relative within the second degree of the person falls under any of the subparagraphs (1) through (6);
9. (9)The person is an operating person of a corporation, organization, etc. which receives a director from the Company or its affiliate, or of its parent company, subsidiary, etc.;
10. (10)A person whose term of office of outside director exceeds eight years in total; and
11. (11)A person for whom a substantive conflict of interest could arise constantly in connection with general shareholders of the Company for any reasons other than those specified in above subparagraphs (1) through (10).
- *2Important business relationship shall mean transactions, etc. which fall under any of the following:
- 1. (1)Usual transaction is 2% or more of the consolidated operating gross profit of the Company, or of consolidated gross sales of the client.
  2. (2)The balance of loans payable to the Company or its affiliate is specified in the business report of the client, and it is determined that such loan balance cannot be paid by other fund procurement means in a short period of time.
2.Even in the case that the person falls under any of the subparagraphs (1) through (11), if the Nominating
Committee comprehensively judges his/her independence and determines that the person is qualified as an independent outside director, the person can be elected as an independent outside director candidate. In such case, the Nominating Committee shall explain the reasons, etc. for determining that the person is qualified as an independent outside director.

Determination of director candidates

1.When determining director candidates, the Nominating Committee shall select those director candidates who meet the requirements of director candidates as specified in these Standards and have various backgrounds and experience.
2.In addition to the above, when determining director candidates, the Nominating Committee shall ensure, in principle, that a majority of the board of directors are independent outside directors as specified in these Standards.

Reason for Appointment of Outside Director

Chiharu Baba	Mr. Baba proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of organizational management, compliance and risk management, and globalization based on his knowledge and experience as a financial expert and robust insight in corporate finance and accounting. The Company appoints Mr. Baba as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders.
Kimie Iwata	Ms. Iwata proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of sustainability and diversity & inclusion, based on her concept-building capabilities and experience as a corporate manager in the field of manufacturing. She also boasts experience as a government official. The Company appoints Ms. Iwata as Outside Director, expecting she will continue to utilize her idea and experience to oversee the affairs of the Company. Also, she has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders.
Setsuko Egami	Ms. Egami proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of compliance, risk management, sustainability, and diversity & inclusion, based on her experience in spearheading corporate management reforms. Although her past involvement in managing a corporation has only been as an outside director or an outside audit & supervisory board member, she has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. The Company appoints Ms. Egami as Outside Director, expecting she will continue to utilize her knowledge and experience to oversee the affairs of the Company.
Fumihiko Ike	Mr. Ike proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspectives of compliance, risk management and IT- & digital-driven business operations, based on his concept-building capabilities and experience as a corporate manager in the field of global manufacturing. Mr. Ike has been carrying out his role as the Chairperson of the Board of Directors appropriately by leading agenda selection and deliberations at meetings. The Company appoints Mr. Ike as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders.
Sawako Nohara	Ms. Nohara proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspective of IT- and digital-driven business operations, compliance and risk management and diversity & inclusion, based on her extensive experience and robust specialist expertise in the IT field. The Company appoints Ms. Nohara as Outside Director, expecting she will continue to utilize her knowledge and experience to oversee the affairs of the Company. Also, she has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders.
Masaki Yamauchi	Mr. Yamauchi proactively brings sound opinions and advice to the Board of Directors and others, especially from the perspective of organizational management and sustainability, based on his concept-building capabilities and experience as a corporate manager in the logistics sector. The Company appoints Mr. Yamauchi as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders.
Katsuyuki Tanaka	Mr. Tanaka is expected to proactively bring sound opinions and advice to the Board of Directors and others, especially from legal and compliance perspective based on his professional knowledge and experience concerning corporate legal matters. Although his past involvement in managing a corporation has only been as an outside audit & supervisory board member, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders. The Company appoints Mr. Tanaka as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company.
Ryuji Yasuda	Mr. Yasuda is expected to proactively bring sound opinions and advice to the Board of Directors and others, especially from the perspective of growth strategy and organizational reform based on his knowledge and rich experience as an expert in corporate strategy and sufficient knowledge on finance and accounting, as well as his experience as an outside director of Kansai Mirai Financial Group, Inc. The Company appoints Mr. Yasuda as Outside Director, expecting he will continue to utilize his knowledge and experience to oversee the affairs of the Company. Also, he has independence from the management of the Company’s daily business, which can avoid the conflicts of interest with general shareholders.

Self-Evaluation of the Board of Directors

1. Outline of method and results of evaluation of the Board of Directors for the fiscal year ended March 31, 2024

As set out in Article 9 (Self-Assessment) of the Basic Corporate Governance Policy, the Company’s Board of Directors conducts a self-assessment of its overall effectiveness based upon opinions on the roles, functions and operation of the Board of Directors and others. The Company strives to improve the effectiveness of the Board of Directors on a continuous basis following the PDCA cycle such as by holding discussions at the meeting of the Board of Directors regarding the Board of Directors during the next fiscal year based on the results of such self-assessment, determining the measures to be taken for such fiscal year and executing such measures.

(1)Outline of the evaluation of the Board of Directors for the fiscal year ended March 31, 2024

The Company conducts an evaluation of the Board of Directors every year, and for the purpose of ensuring the appropriateness and objectivity of the evaluation, the Company utilizes an independent external evaluation organization once every three years, and for the fiscal year ended March 31, 2024, the Company conducted the evaluation utilizing an external evaluation organization.

December 2023: Distributed a questionnaire to, and collected it from, each Director (responses were made on an anonymous basis);

January 2024: Interview of all Directors by the external evaluation organization;

Mid-April 2024: Discussions were held by Outside Directors only on the Board of Directors during the next fiscal year based on the final report from the external evaluation organization;

Late April 2024: Discussions at the Board of Directors meeting. Exchange of opinions among Outside Directors and Group CEO regarding the Board of Directors in the coming period, based on the discussions held exclusively among Outside Directors.

Main items featured in the questionnaire:

Issues in the management, and roles and functions of the Board of Directors;
Size and composition of the Board of Directors’ membership;
State of the Board of Directors’ operations;
Response to the issues identified in the previous year;
Compositions, roles and the status of operation of the committees (Nominating, Compensation and Audit);
System for supporting Outside Directors;
Relationships with investors and shareholders;
Governance structure of the Company and overall effectiveness of the Board of Directors;
Self-assessment of each Director’s own performance.

(2)Outline of the results of evaluation of the Board of Directors for the fiscal year ended March 31, 2024

In the PDCA cycle to improve effectiveness, one of the main themes for the fiscal year ended March 31, 2024 was “following-up on the newly started medium-term management plan”, and the following measures were made:

(i) Conducting discussions on not only defensive governance but also “offensive governance” to enhance corporate value:

Main items discussed:

CFT (new business);
Organic investment (business process reengineering and human resources strategy);
Inorganic investment (expansion of settlement business and group solution functions);
Data science and its utilization;
Strengthening of consolidated group management (one-platform, multi-regional strategy).

(ii) Improvement of the Board of Directors operation:

Main initiatives:

Review of materials for the board meeting to clarify issues on each agenda;
Exchange of opinions among chairpersons beyond the framework of entities.

As a result of the foregoing, the responses to the questionnaire showed high appreciation of the overall effectiveness of the Board of Directors, noting the progress in sorting out the roles and functions with the board of directors of the Group's subsidiary banks and the improvement in terms of agenda items, discussion points, and materials. In the interviews, high marks were given as the Board having improved its effectiveness, which has been enhanced through the participation of each member in discussions based on their experience, knowledge, and multifaceted perspectives under an appropriate structure, as well as through efforts to enhance discussions and strengthen cooperation between the board of directors. The Chairperson of the Board continues to receive positive feedback as having performed his role appropriately, and the Company considers that its Board of Directors is effectively functioning in the fiscal year ended March 31, 2024.

On the other hand, the Company believes that it is necessary to carry out discussions concerning a consistent growth scenario on a medium- to long-term basis to realize the purposes and long-term visions that have been newly established last year, with the management phase of the Company being at a major milestone due to rapid changes in external environment such as the shift in the monetary policy, and the major internal transformation such as the integration of Kansai Mirai Financial Group.

Furthermore, the Company believes that, in order to continuously increase the Resona Group's corporate value, it is essential to strengthen the group governance functions. To achieve this goal, further improvement of the effectiveness of the Board of Directors of Holdings, which plays a central role in the group governance, is necessary, and the Company will continue to adequately implement the PDCA cycle based on the evaluation of the Board of Directors.

2. Measures by the Board of Directors during the fiscal year ending March 31, 2025 for the improvement of effectiveness of the Board of Directors

The Company will take on the following measures during the fiscal year ending March 31, 2025:

(1)Thorough implementation of the role of the Board of Directors of Holdings

Discussion of the longer-term direction and growth story for the realization of the newly established purposes and long-term visions, based on the recognition that the role of the Board of Directors is to “discuss the direction that should be taken in the future from a medium- to long-term perspective”.

(2)Pursuit of functions as a monitoring board

Further narrowing down the agenda items to secure more time for deliberation.
Work to ensure that reports by each CxO, which are the cornerstone of the Group's governance, will play a cross-functional role and clarify issues so as to make the “management oversight” as a monitoring board efficient and effective.

(3)Establishment of a system to support in-depth discussions

Based on the recognition that discussions with depth require shared awareness and recognition of issues held by Outside Directors, ensure regular opportunities for Outside Directors to exchange opinions with each other and with the CEO to deepen mutual understanding for in-depth discussions.