Disclosure Items under Japan’s Corporate Governance Code
The Norinchukin Bank ("The Bank") does not fall under the companies subject to Japan’s Corporate Governance
Code but voluntarily discloses the following.
Item
The Norinchukin Bank’s Attitude
Policy for holding strategic shareholdings and the criteria for exercising the
voting rights associated with strategic shareholdings
【Policy for Holding Strategic Shareholdings】
Based on an understanding of the outline of the Corporate Governance Code, which the Bank has
adopted and the increasingly stringent environment around international financial regulations, the
Bank makes it an overall policy to reduce the balance of its strategic shareholdings.
The Bank’s strategic shareholdings are regularly examined for their merit and effectiveness from a
comprehensive perspective based on quantitative criteria combined with qualitative evaluations, and
the result is reported to the Board of Directors. The strategic shareholdings deemed to have merit
and effectiveness refer to such shareholdings that contribute to supporting the agriculture,
fishery, and forestry (AFF) industries, the food & agricultural value chain through the enhancement
of the Bank and its cooperative organizations’ business value and the growth of food & agricultural
businesses, based on the comprehensive business relationships with the business partners.
The Bank will take action in principle to sell the strategic shareholdings of which the merit and
effectiveness of the holdings are not recognized in its review.
【Criteria for Exercising Voting Rights】
Concerning the voting rights associated with its strategic shareholdings, the Bank exercises such
voting rights in principle, making judgment for or against each proposal based on the following
criteria:
(1)Whether the proposal contributes positively to the
medium- to long-term corporate value of the business partner
(2)Whether the proposal contributes to improving the value
of the Bank’s business
In particular, regarding the following proposals that could have a significant impact on the above
viewpoints, the judgment will be made upon due consideration through dialogue with the issuers and
other means.
Proposal on appropriation of surplus (in the case of a significant lack of balance between
growth investments and internal reserves)
Proposal on election of directors and corporate auditors (in the case of if there’s a violation
of law or misconduct, etc., or negative earnings successively for a certain period)
Proposals on retirement benefits/increasing directors’ compensation (in the case of
performance-based compensation, compensation increase despite the event of misconduct, etc.)
Proposal on appointment of the accounting auditor
Proposal on takeover defense measures
Proposal on organizational restructuring (e.g., acquisitions, mergers)
Shareholder proposals
Proposals on social issues and environmental problems, etc.
Procedures and framework as to related party transactions with directors and major
shareholders
Article 30, Paragraph 2, of the Norinchukin Bank Act ("the Bank Act") stipulates that approval
of the Supervisory Committee is required for a Director or a Supervisory Committee Member of the
Bank to engage in self-transactions*1 with the Bank or for an Outside Director*2
to engage in competitive transactions*3
*1Self-transactions refer to the following:
The transactions that a Director or a Supervisory Committee Member engages in with the Bank in the capacity of an individual;
The transactions that a Director or a Supervisory Committee Member engages in with the Bank on behalf of a business partner; or
The cases where the Bank guarantees the obligations of a Director or a Supervisory Committee Member, or engages in transactions with a person other than a Director or a Supervisory Committee Member that would cause conflicts of interest between the Bank and said Director or Supervisory Committee Member.
*2An Outside Director is defined in Article 24-5 of the Bank Act.
*3Competitive transactions refer to the following:
Cases where an Outside Director conducts a business identical or similar to that of the Bank in an individual capacity; or
Cases where an Outside Director holds a position with authority to execute business, such as an officer or employee of another company or organization that conducts a business identical or similar to that of the Bank, and is involved in transactions that compete with the Bank.
Based on the above, the Bank defines the procedures to follow when its senior management conduct self-transactions or competitive transactions and specifies said transactions as those to be resolved by the Supervisory Committee in the Rules for the Supervisory Committee, and a resolution is made for each case of such transactions.
Initiatives to promote women empowerment and diversity in the workplace
The Bank is promoting Diversity, Equity & Inclusion (DE&I) in the workplace. While nurturing a
corporate climate that encourages diverse human resources, we are pursuing measures to maximize
the vitality of people and organizations and enhance their creativity and innovativeness.
Above all, the Bank is promoting the active participation of female employees, such as by
disclosing the Medium/Long-Term Goals and actual ratios of women in managerial positions*. Efforts
are also under way to recruit and promote the active engagement of external human resources with
high expertise and foreign specialists in local regions at overseas offices.
*These initiatives are applicable only in Japan, not
applicable in other countries, nor are they applicable to the Bank’s employees working at offices
and subsidiaries located outside of Japan. With respect to DE&I associated statistics and quotas,
they do not include employees who are hired locally outside of Japan.
Formulating a Basic Policy on Human Resources Management, the Bank is committed to human
resource development and support for the career development of employees, while addressing
work-style diversification.
Disclosure of measures to recruit or assign qualified persons for management of
corporate pension funds
The Bank manages corporate pensions as an owner of assets by formulating the basic policy for
corporate pension funds and evaluating and reviewing the organizations to which the management of
the pension funds is entrusted via the Pension Fund Management Committee, which includes the
members of the financial planning section, while constructing a system to protect the
beneficiaries of the pension funds.
Business principles, business strategies and business plans
Article 1 of the Bank Act stipulates the mission of the Bank as follows: As a financial
institution based on AFF cooperatives as well as other members of the AFF cooperative system, the
Bank contributes to the development of the nation’s economy by supporting the advancement of the
AFF industries by providing financial services for the member organizations of the cooperative
system. With this mission at its core as the management philosophy, the Bank developed the
Medium-Term Vision.
For more details, refer to the following page on the Bank's website.
The Bank has established the Basic Policy on The Norinchukin Bank Governance, which stipulates
the basic views and framework regarding the governance of the Bank.
For details, refer to the Basic Policy on The Norinchukin Bank Governance appearing on the
Bank’s Web site.
Policies and procedures in determining the remuneration of the senior management and
directors
Regarding the Bank’s compensation structure for directors, the Bank established the Director
Compensation Deliberation Committee (the “Compensation Committee”) to deliberate on compensation
issues, as a subcommittee of the Supervisory Committee. The Compensation Committee deliberates on
the Bank’s director compensation standards and total compensation of those who are eligible to
receive retirement benefit payments, as well as the standards for such payments. The Compensation
Committee is composed of committee members (cooperative organization representatives, external
experts) commissioned by the Supervisory Committee, and the Chairman of the Compensation Committee
is appointed by the Chairman of the Supervisory Committee from among those committee members who
are external experts.
Based on the results of the Compensation Committee’s discussions, proposals concerning total
director compensation and retirement benefits are presented to the Supervisory Committee, and
those proposals are finally discussed and decided at the Council of Delegates.
Policies and procedures in the nomination and appointment of the senior management,
directors and auditors
Regarding the nomination and appointment of senior management, the appointment of Directors is
resolved by the Supervisory Committee and that of Supervisory Committee Members and Audit &
Supervisory Board Members by the Council of Delegates, based on the deliberations and
recommendations of the Nomination Committee, which is installed under the provisions of the
Articles of Association.
The Nomination Committee recommends candidates who have the qualities and abilities deemed
appropriate for senior management considering the purpose and role of the Bank, as well as the
qualifications stated by laws and regulations.
Explanations with respect to the individual nominations and appointments of the
senior management, directors and auditors
The appointment of senior management is made to ensure the balance and diversity of the
cooperative organizations across the Supervisory Committee, the Board of Directors and the Audit
& Supervisory Board and in consideration of the candidates’ business experience and other
factors.
Regarding newly appointed senior management, refer to the notice of management changes in the News
Release page on the Bank’s Web site.
In addition, the reasons for the appointment of Supervisory Committee Members and Outside
Directors who serve as external experts are provided in the Bank’s Integrated Report.
In order to realize the advancement of sustainable management, the Bank has formulated its
Purpose and disclosed important issues and its Medium-Term Vision for achieving that Purpose,
thereby providing a clear explanation of the relationship between sustainable management and these
elements. Additionally, the Bank discloses its basic policies and specific measures regarding
human resource management in its Integrated Report and on its website (Sustainability page).
Moreover, its response to climate change and biodiversity conservation contributes to the
development of AFF industries, which is its mission. The Bank endorsed the TCFD recommendations in
April 2019 and expressed our early adoption of the TNFD recommendations in November 2023. The Bank
is actively working to enhance its responses and disclosures based on these recommendations.
Scope of the matters delegated by the board of directors to the management
Under Article 28 of the Bank Act, the Bank’s Supervisory Committee appoints Directors, decides
the basic policy of the Bank’s business operations and makes decisions regarding any matters so
prescribed in the Articles of Association, including important issues executed by the Bank in
relation to the AFF cooperatives.
Under Article 27 of the Bank Act, the Board of Directors makes decisions regarding the Bank’s
execution of business operations and supervises the execution of duties by the Directors.
The execution of businesses other than those specified to be resolved by the Board of Directors
in the aforementioned provisions and the Bank’s internal rules is appropriately delegated to
Directors and Executive Officers.
Effective use of independent directors
The Supervisory Committee makes decisions regarding issues to be determined at or reported to
the Council of Delegates as well as important issues related to 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 members, and are then appointed by the Council of Delegates.
As of July 1, 2026, the Supervisory Committee had 17 members, consisting of which 10 members
representing the Bank’s member cooperatives (shareholders), elected from among top management of
AFF business organizations, six external experts with in-depth knowledge of finance and one board
member of the Bank. 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.
Supervisory Committee Members, excluding those who also serve as the Bank’s Directors, are
elected from among the senior management of the member organizations, people who are engaged in
the AFF industries and people with an in-depth knowledge of finance, all of whom are from outside
of the Bank. Supervisory Committee Members are therefore highly independent from Directors who
mainly engage in business execution, and supervise Directors from such an independent and
objective standpoint. As such, Supervisory Committee Members provide the business executors with
appropriate advice and support based on their expertise, constructing a governance system to
ensure that opinions from shareholders and other stakeholders are appropriately reflected in the
management of the Bank.
In addition, the Bank appoints two Outside Directors with expertise in fields such as finance
and economics to ensure diverse perspectives in management.
Independence standards for independent directors
Use of an optional approach in adopting the organizational structure of a company
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, the Nomination Committee had 13 members, consisting of 11 representatives of
the Bank’s members, one external expert, and one director 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 had five members,
consisting of three representatives of the Bank’s members and two external experts.
A view on the balance of the board of directors in terms of knowledge, experience
and skills, and the diversity and appropriate size of the board
Of the Supervisory Committee Members, the appointment of the senior management of member
organizations and people engaged in the AFF industries as Supervisory Committee Members is made
with due consideration to ensure that the intentions of the Bank members, etc., are reflected in
the Bank’s business operations and that the role of the Supervisory Committee Members is fully
fulfilled. The appointment of people who have an in-depth knowledge of finance as Supervisory
Committee Members is made with consideration of their relationship with the Bank and cooperative
organizations and their academic knowledge and experience in financial business and to ensure
smooth cooperation with the Board of Directors, which makes overall decisions on the execution of
financial business.
The appointment of Directors is made with consideration of the candidates’ business experience,
as well as the diversity of the Bank’s operations, including the cooperative banking business,
investments and loans, risk management and systems.
Appropriate combinations of the expertise and experiences possess by the Bank's senior
management are disclosed from the perspectives of the business environment and management issues
with which the Bank faces, such as the skill matrix of the Supervisory Committee Members and
Directors in its Integrated Report.
Status of directors and auditors concurrently serving as officers of other
companies, if any
For the status of the Bank’s senior management concurrently serving as senior management of
other companies, refer to the “Management” page on the Bank’s Web site and in the Bank’s
Integrated Report.
Directors’ self-evaluation, as well as analysis and evaluation of the board of
directors as a whole
To continue to enhance the effectiveness of the Bank’s Supervisory Committee and Board of
Directors, the Committee and the Board analyze and evaluate such effectiveness based on
questionnaires and interviews targeted at Supervisory Committee Members, Directors, Audit &
Supervisory Board Members and Executive Officers, as well as opinions from outside experts. Based
on the results, we confirm the effectiveness of the Supervisory Committee and the Board of
Directors as a whole, and consider and conduct necessary improvement measures on a continual basis
to further enhance effectiveness.
Policies of training for directors and auditors
The Bank provides the Supervisory Committee Members, Directors and Audit & Supervisory Board
Members with opportunities to promote the understanding of their roles and responsibilities and to
acquire and update necessary knowledge when they assume office and on a continual basis thereafter
to ensure that they can fully fulfill their functions.
Development of a system to promote constructive dialogue with shareholders and the
formulation of policy to achieve that and disclosure thereof
Through dialogue with its members, the Bank acquires their understanding about its management
strategies, etc. In addition, to make appropriate responses based on understanding of its members’
positions, the Bank provides such frameworks as briefing and social meetings for delegates
mutually elected by members from prefectures and the areas stipulated in the Articles of
Association.
