Governance
The Norinchukin Bank’s Management System
The Bank is both the national-level organization for Japan’s AFF cooperatives and an institutional investor that plays a major role in the financial and capital markets through investment of large amounts of funds in Japan and overseas. Accordingly, while adhering to decisions made by the Council of Delegates, the Bank’s decision-making duties are shared and coordinated by the Supervisory Committee and the Board of Directors, as stipulated by the Norinchukin Bank Act, while taking into consideration the internal and external situations of the cooperatives.
Management System*1 (As of July 1, 2026*2)
- ※For the latest list of Supervisory Committee Members, Directors, and Audit & Supervisory Board Members, please refer to "Management".
- ※Reflecting the appointment of two external experts as Directors, the composition of the Board of Directors is presented as of July 2, 2026 only.
General Meeting of Members / Council of Delegates
The Norinchukin Bank Act and the Bank’s Articles of Incorporation stipulate the General Meeting of Members as the supreme decision-making organization, and that the Council of Delegates is a decision-making organization that substitutes for the General Meeting of Members. The Bank’s regular decision-making is based on the Council of Delegates.
Unlike stock companies, where one share represents one vote,the voting rights of the Delegates, who are elected by the mutual vote of members, are equal in principle at the Council of Delegates, regardless of the number of investment units they own, where organizational decisions are made on business reports and appropriation of surplus, as well as amendments to the Articles of Incorporation and the election of the Supervisory Committee Members.
Supervisory Committee
The Supervisory Committee makes decisions regarding issues to be proposed at or reported to the Council of Delegates as well as important issues related to the AFF cooperatives. The Supervisory Committee also has the authority to oversee business activities performed by directors. This includes the authority to request that board members attend meetings to explain their business activities and to request the Council of Delegates to dismiss board members. The Supervisory Committee members have been selected from senior management of member cooperative organizations; people engaged in the AFF industries; and individuals with an in-depth knowledge of finance. Supervisory Committee members are recommended by the Nomination Committee, which mainly consists of representatives of the Bank’s member cooperatives, and are then appointed by the Council of Delegates.
Under the jurisdiction of the Supervisory Committee are the Nomination Committee, the Director Compensation Deliberation Committee, the JA Bank Headquarters, and the JF Marine Bank Headquarters.
Board of Directors
The Board of Directors makes decisions regarding the execution of business activities, excluding those matters under the jurisdiction of the Supervisory Committee, and the Directors mutually supervise the execution of their business affairs. Members of the Board are elected by the Supervisory Committee and assume their positions upon the approval of the Council of Delegates. Of the nine board members, one is appointed as a member of the Supervisory Committee. Hence, decisions made by the Supervisory Committee and the Board of Directors are closely coordinated. Following the enactment of the amended The Norinchukin Bank Act in April 2026, which made it possible to appoint Outside Director*, we appoint two external experts as such directors.
- ※Outside, non-executive directors as defined in Article 24-5 of The Norinchukin Bank Act
Audit & Supervisory Board Members / Audit & Supervisory Board
Audit & Supervisory Board Members are elected directly by the Council of Delegates and are responsible for auditing the decisions of the Supervisory Committee and the Board of Directors, as well as for general oversight of the Supervisory Committee and board members’ business activities. Moreover, the Audit & Supervisory Board, comprising Audit & Supervisory Board Members, is established in accordance with the Norinchukin Bank Act. In addition, of the five Audit & Supervisory Board Members, three satisfy the conditions stated in Article 24-3* of the Norinchukin Bank Act and are equivalent to external auditors in publicly traded companies.
- *According to Article 24-3 of the Norinchukin Bank Act, at least one of the Audit & Supervisory Board Members must satisfy all the following conditions:
1) The member must not be a director or employee of a corporation that is a member of The Norinchukin Bank.
2) The member must not have held the positions of director, member of the Supervisory Committee or employee of The Norinchukin Bank, or the position of director, accounting advisor
(if the advisor is a corporation, then an employee who performs such duties), executive officer or employee of one of the Bank’s subsidiaries, in the five years prior to their appointment.
3) The member must not be the spouse or relative within the second degree of kinship of a Norinchukin Bank director, Supervisory Committee member, manager or other principal employee.
Other Committees, etc.
Nomination Committee
In 2001, the Bank installed the Nomination Committee to deliberate on the selection of candidates for Supervisory Committee members, Directors, and Audit & Supervisory Board members and make recommendations to the Supervisory Committee and the Council of Delegates. As of July 1, 2026, it comprises 11 representative members, one external expert, and the CEO of the Bank.
Director Compensation Deliberation Committee
The Bank installed the Director Compensation Deliberation Committee in 2010 to deliberate on issues related to compensation and retirement benefits of officers as a subcommittee of the Supervisory Committee. As of July 1, 2026, the Director Compensation Deliberation Committee consists of three representative members and two external experts.
JA Bank Headquarters, JF Marine Bank Headquarters
Deliberate on basic policies of the banking business conducted by the agricultural and fishery cooperative organizations as well as on operational guidance for members acting under the name of the headquarters. As of July 1, 2026, the JA Bank Headquarters Committee consists of 10 representative members, etc., 3 external experts in the agricultural field, and 2 directors of the Bank, while the JF Marine Bank Headquarters Committee consists of seven representative members and two directors of the Bank.*
- ※As of July 1, 2026, the number of members of the JA Bank Headquarters has temporarily decreased due to procedures being undertaken to elect new members following the expiration of the terms of office of certain members and other reasons. As of March 31, 2026, the Committee consisted of 24 members in total: 19 representatives of members, etc., three external experts in the agricultural field, and two directors of the Bank.
Sustainability Advisory Board
As of July 1, 2026, members of the Sustainability Advisory Board are four external experts with in-depth knowledge in such fields as financial business and corporate management, as well as domestic and international trends in sustainability-related regulations.
- ※For details, please see "Sustainability Advisory Board".
Status of Activities of Decision-Making Bodies, Committees, etc. in FY2025
| Name of meeting body, etc. | Number of meetings | Attendance ratio |
|---|---|---|
| Supervisory Committee | 14 times | 92.5% |
| Board of Directors | 32 times | 99.6% |
| Audit & Supervisory Board | 18 times | 96.6% |
| Nomination Committee | 1 time | 82.4% |
| Director Compensation Deliberation Committee | 1 time | 66.7% |
| JA Bank Headquarters Committee | 12 times | 86.7% |
| JF Marine Bank Headquarters Committee | 12 times | 88.0% |
| Sustainability Advisory Board | 2 times | 87.5% |
Effectiveness Evaluation of the Supervisory Committee and the Board of Directors
The Bank conducts evaluations of the effectiveness of the Supervisory Committee and the Board of Directors periodically. Effectiveness analyses and evaluations of these management bodies are performed based on the questionnaires and interviews targeted at Supervisory Committee Members, Directors, Audit & Supervisory Board Members, and Executive Officers. The result of the evaluations is reported at the Supervisory Committee and Board meetings to improve management. A summary of the effectiveness evaluation for FY2025 is as follows.
Directors’ Compensation System
Directors’ Compensation Policy
The Bank is a financial institution founded by AFF cooperative organizations based on The Norinchukin Bank Act. Through the provision of financial and various other functions for these cooperative organizations, the Bank aims to contribute to the development of the AFF industries and the nation’s economy. To help the Bank realize this aim, the Bank has designed its directors’compensation system.
Compensation Structure
The compensation for the Bank’s directors consists of directors’ compensation and retirement benefits, in principle. The compensation for full-time Directors consists of fixed and variable compensation, whereas the compensation for Supervisory Committee Members, Audit & Supervisory Board Members, and Outside Directors consists only of fixed compensation from the standpoint of ensuring effective fulfillment of their responsibilities.
As for the retirement benefits, a common structure is applied for Supervisory Committee Members, Directors, and Audit & Supervisory Board Members.
Overview of the Compensation Structure (Full-Time Directors)
Compensation Determination Process
The process for determination of the directors’ compensation is as follows: Based on the result of deliberations by the Director Compensation Deliberation Committee, the Supervisory Committee determines proposals on the total amount of directors’ compensation and presentation of retirement benefits. Said proposals are finally deliberated and adopted at a meeting of the Council of Delegates.
The individual amounts of compensation for Supervisory Committee Members, Directors, and Audit & Supervisory Board Members are decided by the Supervisory Committee, the Board of Directors, and by consultation among the Audit & Supervisory Board Members, respectively, within the range of the total amount resolved by the Council of Delegates. In addition, upon the resolution of the Council of Delegates, the specific amounts, etc., of retirement benefits for Supervisory Committee Members, Directors, and Audit & Supervisory Board Members are decided by the Supervisory Committee, the Board of Directors, and by consultation among the Audit & Supervisory Board Members, respectively.