Disclosure Items under Japan’s Corporate Governance Code

【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 AFF industries, the food/agricultural value chain through the enhancement of the Bank and its cooperative organizations’ business value and the growth of food and 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:
• Whether the proposal contributes positively to the medium- to long-term corporate value of the business partner
• 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.

• 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* with the Bank.
  *Self-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.

• Based on the above, the Bank defines the procedures to follow when its senior management conduct self-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.

• The Bank is promoting Diversity & Inclusion 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.
• 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.

• 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.

• 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 its Purpose ("Dedicated to sustain all life"), Visions, Medium/Long-Term Goals and management plans.

For more details, refer to the following page on the Bank's website.

• Message from the Management

• 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.

• Basic Policy on The Norinchukin Bank Governance

• 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, attorneys and CPAs) 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 attorneys and CPAs.
• 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.

• 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.

• 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.

• News Release

• The Bank established its Purpose and Medium/Long-Term Goals to sophisticate its sustainability Issues. Based on the Purpose and Goals, the Bank sets and discloses specific business missions under its annual management plan, thereby provides a clear view of the relationship between sustainability management and the management plans. The Bank also discloses its basic policy on human resources management and specific measures in its Integrated Reports.
• The Bank endorsed the TCFD recommendations in April 2019, in the recognition that addressing climate change contributes to the development of the AFF industries, which is the mission of the Bank, and has engaged in measures and expansion of disclosures based on the TCFD recommendations.

• 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.

• 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, 2023, the Supervisory Committee had 14 members, consisting of which seven 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.

• 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, 2023, the Nomination Committee had 15 members, consisting of 14 representatives of the Bank’s members 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, 2023, the Director Compensation Deliberation Committee had five members, consisting of three representatives of the Bank’s members and two external experts.

• 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.

• 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.

• Management

• 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.

• 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.

• 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.