Form 20-F NOMURA HOLDINGS INC For: Mar 31

June 25, 2021 6:20 AM EDT

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Exhibit 1.3

(Translation)

REGULATIONS OF THE BOARD OF DIRECTORS

OF

NOMURA HOLDINGS, INC.

(Nomura Horudingusu Kabushiki Kaisha)

Article 1. (Purpose)

1. Pursuant to the “Regulations of the Organization”, these Regulations of the Board of Directors (the “Regulations”) shall provide for necessary matters with respect to the operation of the Board of Directors.

2. All matters concerning the Board of Directors shall, except as otherwise provided for by laws or ordinances or by the Articles of Incorporation, be governed by the provisions of these Regulations.

Article 2. (Constitution)

The Board of Directors shall consist of all Directors of the Company.

Article 3. (Holding of Meetings)

Meetings of the Board of Directors shall be held not less frequently than quarterly.

Article 4. (Place of Holding of Meetings)

Meetings of the Board of Directors shall be held at the head office of the Company; provided, however, that, if necessary, the meetings may be held at any other place or by telephone or other means at two or more places.

Article 5. (Convocation of Meetings)

1. A Director designated by the Board of Directors shall convene a meeting of the Board of Directors unless otherwise provided for by laws or ordinances. However, when such Director is unable so to act, one of the other Directors shall take his place in accordance with the order of priority predetermined by a resolution of the Board of Directors.

2. Directors may, if necessary, request the convocation of or convene a meeting of the Board of Directors, in accordance with laws or ordinances.

3. Any Director who is a member of the Nomination Committee, the Audit Committee or the Compensation Committee and appointed by such committee may convene a meeting of the Board of Directors.

4. Executive Officers may, if necessary, request the convocation of or convene a meeting of the Board of Directors, in accordance with laws or ordinances.

Article 6. (Convocation Notices)

1. Notice of a meeting of the Board of Directors shall be given to each Director at least two (2) days prior to the date set for such meeting.

2. With the consent of all Directors, a meeting of the Board of Directors may be held without following the convocation procedure provided for in the foregoing paragraph.


Article 7. (Agenda)

The agenda of a meeting of the Board of Directors shall be notified in advance to each Director; provided, however, that in an unavoidable case, the foregoing shall not be applied.

Article 8. (Chairman of Meetings)

A Director designated by the Board of Directors shall act as chairman of meetings of the Board of Directors. However, when such Director is unable so to act, one of the other Directors shall take his place in accordance with the order of priority predetermined by a resolution of the Board of Directors.

Article 9. (Resolutions)

1. The resolution of a meeting of the Board of Directors shall be adopted by an affirmative vote of a majority of the Directors present which Directors present shall constitute a majority of all Directors then in office who are entitled to participate in the voting.

2. No director who has a special interest in any matter requiring a resolution shall be entitled to participate in the voting on such matter.

3. In case Directors make a proposition with regard to any of the matters set forth in the following Article and all Directors entitled to participate in the voting on such proposition indicate their intention of consent thereto in writing or in electronic records, a resolution for adopting the proposition by the Board of Directors shall be deemed to have been carried.

Article 10. (Matters Requiring Resolutions)

The following matters shall be referred to meetings of the Board of Directors:

 

  (1)

Matters concerning meetings of shareholders:

 

  a.

Convocation of meetings of shareholders; and

 

  b.

Determination of the agenda (excluding the agenda concerning the election and removal of Directors and the accounting auditors and the non-retention of the accounting auditors) to be submitted to meetings of shareholders.

 

  (2)

Matters concerning officers:

 

  a.

Appointment and removal of the Chairman of the Board of Directors;

 

  b.

Appointment and removal of the Directors to constitute each of the Nomination Committee, the Audit Committee and the Compensation Committee;

 

  c.

Appointment and removal of the Chairman of each of the Nomination Committee, the Audit Committee and the Compensation Committee;

 

  d.

Election and removal of Executive Officers;

 

  e.

Appointment and removal of representative executive officers;

 

  f.

Appointment and removal of the titled Executive Officers;

 

  g.

Appointment, removal and delegate of the Group CEO, Group COO, Group Co-COO and the Chief Financial Officer (CFO);

 

  h.

Determination of matters concerning allocation of functions of Executive Officers, relationships of their directions, other relationships between or among the Executive Officers and the delegation of Executive Officers in employees’ positions;

 

  i.

Appointment of a person authorized to convene and chair meetings of shareholders;

 

  j.

Appointment of a person authorized to convene and chair meetings of the Board of Directors;


  k.

Approval of a Director’s or Executive Officer’s engaging in a competitive transaction;

 

  l.

Approval of transactions with the Company by Directors or Executive Officers involving conflicts of interest; and

 

  m.

Appointment of information recipients of the Compliance Hotline.

 

  (3)

Matters concerning Nomura Group:

 

  a.

Planning of the fundamental management policy of Nomura Group;

 

  b.

Appointment of Division Heads

 

  c.

Appointment of Business Division Heads, Corporate Heads, and Internal Audit Head, however, if a person other than Executive Officer is appointed; the foregoing shall not be applied.

 

  (4)

Establishment, amendment and abolition of important regulations:

 

  a.

Regulations of the Organization (excluding amendments concerning “Chapter V Organization and Allocation of Duties”, “Chapter VI Employees and Lines of Authority” and the annex “Organization Chart”);

 

  b.

Regulations of the Board of Directors;

 

  c.

Regulations of the Nomination Committee;

 

  d.

Regulations of the Audit Committee;

 

  e.

Regulations of the Compensation Committee;

 

  f.

Regulations of the Executive Management Board;

 

  g.

Regulations of the Internal Controls Committee;

 

  h.

Share Handling Regulations; and

 

  i.

Nomura Group Code of Conduct

 

  (5)

Matters concerning shares and financing:

 

  a.

Determination of a share registrar;

 

  b.

Approval of financial statements, business reports and their annex specifications;

 

  c.

Determination of the surplus policy and its distribution; and

 

  d.

Approval of disclosure for financial statements, etc.

 

  (6)

Matters prescribed by laws or ordinances as frameworks to secure proper operations.

 

  (7)

Corporate Governance Guidelines

 

  (8)

Any other matters prescribed by laws or ordinances to be determined by the Board of Directors.

2. Determination of the execution of business, except for matters set forth in the preceding paragraph, shall be delegated to the Executive Officers.

Article 11. (Matters to be Reported)

1. Each member appointed by the Nomination Committee, the Audit Committee or the Compensation Committee shall report to the Board of Directors on the status of execution of the function in such committee without delay.

2. Executive Officers shall report to the Board of Directors the status of execution of business of the Company not less frequently than quarterly.


3. Directors or Executive Officers who engaged in a competitive transaction or who had a transaction with the Company involving a conflict of interest must report, without delay, the important facts with respect thereto at a meeting of the Board of Directors.

Article 12. (Attendance of Persons Other Than Directors)

1. The Board of Directors may ask persons other than Directors to attend a meeting of the Board of Directors, to report on the relevant matters and to express their opinions thereat whenever necessary.

2. The Executive Officers, Senior Managing Directors or employees attending a meeting of the Board of Directors pursuant to the foregoing paragraph shall explain to the Board of Directors matters demanded by the Board of Directors.

Article 13. (Minutes of Meetings)

1. The substance of proceedings at a meeting of the Board of Directors, the results thereof and other matters prescribed by laws or ordinances shall be recorded in minutes (including electronic records; the same applies hereinafter) of the meeting, and the Directors present shall affix their signatures or their names and seals (including electronic signatures; the same applies hereinafter) thereto.

2. In case a resolution by the Board of Directors shall be deemed to have been carried pursuant to the provision of Article 9, Paragraph 3, the particulars of the proposition and other matters prescribed by laws or ordinances shall be recorded in minutes, and all the Directors shall affix their signatures or their names and seals thereto.

3. The minutes of a meeting of the Board of Directors shall be kept at the head office of the Company for ten (10) years from the day on which the meeting was held.

4. The minutes of meetings of the Board of Directors shall not be offered to perusal or permitted to be reproduced, except to the shareholders or creditors who have complied with formalities prescribed by laws or ordinances.

Article 14. (Notices to Absent Directors)

Resolutions made at a meeting of the Board of Directors shall be notified to Directors who were absent from such meeting.

Article 15. (Omission of Reports to the Board of Directors)

1. Notwithstanding the provisions of these Regulations, if any matter prescribed by laws or ordinances or these Regulations to be reported to the Board of Directors (excluding any report on the status of execution of business of the Company that shall be given by Executive Officers to the Board of Directors not less frequently than quarterly) is notified to all the Directors, such matter shall not be required to be reported at a meeting of the Board of Directors.

2. In the case of the foregoing paragraph, the substance of the matter not required to be reported at a meeting of the Board of Directors and other matters prescribed by laws or ordinances shall be recorded in minutes, and all the Directors shall affix their signatures or their names and seals thereto.

Supplementary Provision

These Regulations shall come into force as from October 1, 2001.


Dates of Amendments

 

May 1, 2002    April 1, 2003    June 26, 2003
August 1, 2003    April 1, 2004    April 28, 2004
April 1, 2005    October 1, 2005    April 1, 2006
May 1, 2006    June 28, 2006    April 1, 2007
May 15, 2007    April 1, 2008    October 1, 2008
October 28, 2008    June 25, 2009    April 1, 2010
June 28, 2011    September 30, 2015    April 1, 2016
April 1, 2018    April 1, 2019    May 1, 2019
December 3, 2019    April 1, 2020    April 24, 2020

Exhibit 1.5

(Translation)

REGULATIONS OF THE AUDIT COMMITTEE

OF

NOMURA HOLDINGS, INC.

(Nomura Horudingusu Kabushiki Kaisha)

Article 1. (Purpose)

1. Pursuant to the “Regulations of the Organization”, these Regulations shall provide for necessary matters with respect to the operation of the Audit Committee.

2. The purpose of the Audit Committee is to promote lawful, proper and efficient business operations of the Nomura Group through performing its functions.

3. All matters concerning the Audit Committee shall, except as otherwise provided for by laws or ordinances or by the Articles of Incorporation, be governed by the provisions of these Regulations.

Article 2. (Constitution)

1. The Audit Committee shall consist of Directors appointed by the resolution of the Board of Directors (hereinafter, referred to as the “Member Directors”).

2. The Audit Committee shall consist of three or more Member Directors; provided, however, that the majority of the Member Directors shall be outside Directors.

3. The Member Directors shall not currently assume the position of Executive Officers, Senior Managing Directors, employees or executive directors of the Company or its subsidiaries.

4. The Board of Directors shall, by its resolution, appoint the Chairman of the Audit Committee.

5. The Board of Directors may, by adopting a resolution, appoint a Full-Time Member Director from among the Member Directors.

6. Directors specially appointed by the Board of Directors (hereinafter referred to as the “Audit Mission Directors”) shall attend meetings of the Audit Committee; provided, however, that the Audit Mission Directors may not attend the meeting in case the Audit Committee instructs the Audit Mission Directors not to attend the meeting.

7. In accordance with applicable provisions of the Sarbanes-Oxley Act of 2002 and its related SEC and NYSE rules, all Member Directors shall be independent and, in principle, at least one Member Director shall be a financial expert.

Article 3. (Holding of Meetings)

A meeting of the Audit Committee shall be held not less frequently than quarterly.

Article 4. (Place of Holding of Meetings)

Meetings of the Audit Committee shall be held at the head office of the Company; provided, however, that, if necessary, the meetings may be held at any other place or by telephone or other means at two or more places.


Article 5. (Convocation of Meetings)

Meetings of the Audit Committee shall be convened by the Chairman of the Audit Committee. However, any other Member Directors may convene a meeting of the Audit Committee.

Article 6. (Convocation Notices)

1. Any Member Director who is going to convene a meeting of the Audit Committee shall give notice thereof to each Member Director at least two (2) days prior to the date set for such meeting.

2. With the consent of all Member Directors, a meeting of the Audit Committee may be held without following the convocation procedure provided for in the foregoing paragraph.

Article 7. (Agenda)

The agenda of a meeting of the Audit Committee shall be notified in advance to each Member Director; provided, however, that in an unavoidable case, the foregoing shall not be applied.

Article 8. (Chairman of Meetings)

The Chairman of the Audit Committee shall act as a chairman of meetings of the Audit Committee. If the Chairman of the Audit Committee is unable to act, another Member Director shall be designated as a chairman upon consultation among the other Member Directors.

Article 9. (Resolutions)

1. The resolution of a meeting of the Audit Committee shall be adopted by an affirmative vote of a majority of the Member Directors present which Member Directors present shall constitute a majority of all Member Directors who are then in office and entitled to participate in the voting.

2. No Member Director who has a special interest in any matter requiring a resolution shall be entitled to participate in the voting on such matter.

Article 10. (Matters Requiring Resolutions)

The following matters shall be referred to meetings of the Audit Committee:

 

  (1)

Establishment, amendment and abolition of the Code of Auditing Standards for the Audit Committee;

 

  (2)

Matters concerning the fundamental policy and performing plans of audits;

 

  (3)

Matters concerning the assignment of duties among Member Directors;

 

  (4)

Appointment of a Member Director to perform specific functions in accordance with the laws and ordinances, and internal regulations, etc.;

 

  (5)

Preparation of an audit report;

 

  (6)

Policy on dismissal or non-reappointment of the independent auditor;

 

  (7)

Determine whether to reappoint the independent auditor;

 

  (8)

Particulars of proposals concerning the election and dismissal of the independent auditor and the non-retention of the independent auditor to be submitted to a general meeting of shareholders;

 

  (9)

Particulars of proposals concerning the election and dismissal of the SEC independent auditor (which audits the Company’s consolidated financial statements filed with the SEC) and the non-retention of the SEC independent auditor to be submitted to the Board of Directors.

 

  (10)

Consent regarding fees to the independent auditor;


  (11)

Matters concerning pre-approval of fees to and services provided by the SEC independent auditor and matters concerning ensuring of independence of the SEC independent auditor;

 

  (12)

Matters concerning whistle-blowing procedures concerning accounting or auditing matters;

 

  (13)

Matters concerning the annual audit plan of the independent auditor (including principal auditing matters and allocation of auditors);

 

  (14)

Establishment, amendment and abolition of the Nomura Group Internal Audit Charter;

 

  (15)

Matters regarding the annual internal audit plan of the Nomura Group (including amendments to the annual plan);

 

  (16)

Matters regarding the budget relating to internal audits within the Nomura Group;

 

  (17)

Establishment, amendment and abolition of the Company’s Internal Audit Charter, and matters concerning the annual plan (including amendments to the annual plan) and the budget relating to internal audit;

 

  (18)

Consent regarding the appointment and dismissal of the Internal Audit Head; and

 

  (19)

In addition to the foregoing items, matters concerning the execution by Member Directors of their duties.

Article 11. (Matters to be Reported)

1. Each Member Director shall report at a meeting of the Audit Committee the method, process and result of the audit performed by the Member Director.

2. In the event that a Member Director receives any important report, opinion or document from any director, the independent auditor or other person, the Member Director shall report to that effect at a meeting of the Audit Committee.

3. In the event that any of Directors, Executive Officers or Senior Managing Directors find any fact that should cause the Company to incur a great loss, it shall be reported to a Member Director immediately.

Article 12. (Reporting Obligations and Powers Concerning Request for Stopping Unlawful Act)

1. In case Member Directors consider that an Executive Officer, Senior Managing Director or Director does or threatens to do illegal activities or finds a fact in violation of laws or ordinances or the Articles of Incorporation or a significantly unreasonable fact, they shall report the same at a meeting of the Board of Directors without delay.

2. In case an Executive Officer, Senior Managing Director or Director does or threatens to do an act not falling within the scope of the object of the Company or any other act in violation of laws, ordinances or the Articles of Incorporation and there exist fears that serious damages may accrue to the Company due thereto, Member Directors may request the Executive Officers, Senior Managing Directors or Directors to stop the act.

Article 13. (Powers Concerning Investigation)

1. The Member Directors appointed by the Audit Committee have powers prescribed in the following items:

 

  a.

Powers to request other Directors, Executive Officers, Senior Managing Directors and employees to make report on the matters concerning the execution of their duties;

 

  b.

Powers to investigate the conditions of the business and property of the Company;

 

  c.

Powers to request for the Company or its subsidiaries to make report on the status of operation of its business or investigate the conditions of the business and property of the Company or its subsidiaries, whenever it is necessary to exercise powers of the Audit Committee; and

 

  d.

Any other powers concerning audits deemed to be necessary by the Audit Committee.


2. The Member Directors prescribed in the preceding paragraph shall observe the resolution of the Audit Committee with respect to the matters concerning request and receipt of the report or investigation under the provision of each item in the preceding paragraph.

Article 14. (Duties of Audit Mission Director)

1. Audit Mission Directors shall supplement the audit by the Audit Committee and, for the Board of Directors’ effective oversight of the business execution by Directors and Executive Officers, perform the following functions:

 

  a.

Attendance at meetings of the Group Management Board, the Group Integrated Risk Management Committee, the Internal Controls Committee, Nomura Group Conduct Committee and other important committees;

 

  b.

Hearing of report on the execution of the business from Executive Officers, Senior Managing Directors and employees;

 

  c.

Inspection and investigation of minutes of the meetings prescribed in item (a) above, documents circulated for obtaining approval and other documents relating to the execution of the business; and

 

  d.

Inspection of the Company or its subsidiaries.

2. The Audit Committee or Member Directors appointed by the Audit Committee may give Audit Mission Directors necessary instructions when the Audit Mission Directors perform the functions prescribed in each item in the preceding paragraph.

3. Audit Mission Directors shall make report to the Audit Committee on the state of performance of their functions prescribed in each item in the paragraph 1; provided, however, that the Audit Mission Directors shall not be precluded from reporting to the Board of Directors.

Article 15. (Attendance of Persons Other Than Member Directors)

1. The Audit Committee may ask persons other than Member Directors to attend a meeting of the Audit Committee, to report on the relevant matters and to express their opinions thereat whenever necessary.

2. The Directors, Executive Officers, Senior Managing Directors, employees or independent auditors attending pursuant to the preceding paragraph shall explain to the Audit Committee matters demanded by the Audit Committee.

Article 16. (Receipt of Financial Statements, etc.)

The Audit Committee or a Member Director appointed by the Audit Committee shall receive financial statements, business reports and their annex specifications from an Executive Officers engaged in the business concerning such financial statements, business reports and their annex specifications (hereinafter referred to as the “Designated Executive Officer”) and audit reports from the independent auditor.

Article 17. (Preparation of Audit Report)

1. The Audit Committee shall prepare audit reports and a Member Director appointed by the Audit Committee shall, within the legal term, deliver an audit report regarding financial statements to the Designated Executive Officer and independent auditor and deliver an audit report regarding business reports and their annex specifications to the Designated Executive Officer.

2. The audit report to be prepared by the Audit Committee pursuant to the provision of the preceding paragraph shall state the matters prescribed in the relevant laws and regulations and others.


3. In the case of the foregoing paragraph, any Member Director’s opinion may be stated in the audit report.

4. The foregoing three paragraphs shall apply mutatis mutandis to cases where the Company prepares its Temporary Financial Statements or Consolidated Financial Statements.

Article 18. (Report from the SEC Independent Auditor)

The Audit Committee shall oversee the work of the SEC Independent Auditor engaged and receive report from the SEC independent auditor on the audit report of the Company’s consolidated financial statements filed with the SEC (including resolution of disagreements between Executive Officers and the SEC independent auditor regarding the relevant financial reporting).

Article 19. (Pre-approval of Fees to and Services Provided by the SEC Independent Auditor)

The Audit Committee or a Member Director appointed by the Audit Committee shall pre-approve the fees, etc., and services to be provided by the SEC independent auditor in accordance with the determination regarding matters prescribed in Article 10, Item (11).

Article 20. (Engagement of Outside Advisers)

The Audit Committee or the Member Director appointed by the Audit Committee may engage attorneys, certified public accountants, consultants or other outside advisers at the Company’s expenses without pre-approval by the Board of Directors, Executive Officers or Senior Managing Directors in case such engagement is deemed to be necessary for audits.

Article 21. (Minutes of Meetings)

1. The substance of proceedings at a meeting of the Audit Committee, the results thereof and other matters prescribed by laws or ordinances shall be recorded in minutes (including electronic records; the same applies hereinafter) of the meeting, and the Member Directors present shall affix their signature or their names and seals (including electronic signatures; the same applies hereinafter) thereto.

2. The minutes of the meeting of the Audit Committee shall be kept at the head office of the Company for ten (10) years from the day on which the meeting was held.

3. The minutes of meetings of the Audit Committee shall not be offered to perusal or permitted to be reproduced, except to the shareholders or creditors who have complied with formalities prescribed by laws or ordinances.

4. Any Director may peruse or reproduce the minutes of meetings of the Audit Committee.

Article 22. (Notices to Absent Member Directors)

Resolutions made at a meeting of the Audit Committee shall be notified to Member Directors who were absent from such meeting.

Article 23. (Report to the Board of Directors)

The Member Director appointed by the Audit Committee shall report to the Board of Directors on the status of execution of the function in Audit Committee without delay; provided, however, that, if the matter is reported to all Directors by the Member Director so appointed, it shall not be reported at a meeting of the Board of Directors.


Article 24. (Omission of Report to the Audit Committee)

1. Notwithstanding the provisions of these Regulations, if any matter prescribed by laws or ordinances or these Regulations to be reported to the Audit Committee is reported by Directors, Executive Officers, Senior Managing Directors or independent auditors to all Member Directors, such any matter shall not be required to be reported at a meeting of the Audit Committee.

2. In the case of the foregoing paragraph, the substance of the matter not required to be reported at a meeting of the Audit Committee and other matters prescribed by laws or ordinances shall be recorded in minutes, and all the Member Directors shall affix their signatures or their names and seals thereto.

Article 25. (Lawsuits)

The Audit Committee shall appoint a Member Director who shall represent the Company with respect to lawsuits between the Company and its Directors or Executive Officers or shareholder derivative actions prescribed in the Corporation Law.

Article 26. (Amendment/Abolition)

Any amendment to/abolition of these regulations shall be by a resolution of the Board of Directors.

Supplementary Provision

These Regulations shall come into force as from June 26, 2003.

Date of Amendments

 

April 28, 2004

   May 1, 2005    April 1, 2006

May 1, 2006

   June 28, 2006    March 2, 2007

April 1, 2008

   October 28, 2008    May 15, 2009

September 30, 2015

   June 24, 2019    April 1, 2020

April 1, 2021

     

Exhibit 4.1

(Translation)

LIMITATION OF LIABILITY AGREEMENT

NOMURA HOLDINGS, INC. (hereinafter, the “Company”) and                (hereinafter, the “Director”) hereby agree to enter into this limitation of liability agreement (hereinafter, the “Agreement”) in accordance with Article 427, Paragraph 1 of the Companies Act and Article 33, Paragraph 2 of the Articles of Incorporation of the Company.

Article 1

On or after the date that this Agreement is entered into, in the event that the Director, in good faith and without gross negligence in performing his or her duties as a director of the Company, incurs liability to compensate the Company under Article 423, Paragraph 1 of the Companies Act (hereinafter, the “Relevant Liability”), the Company shall limit the Director’s Relevant Liability to the higher of ¥20 million or the total sum of any of the following items:

 

  (1)

the total amount of remuneration, bonus or other consideration received, or economic benefit accrued by, the Director while in office as a director of the Company for the performance of his or her duties as a director, in the fiscal year in which the facts causing the Relevant Liability arose; or in any prior fiscal year, whichever is the highest amount, multiplied by two (2);

 

  (2)

the total amount of retirement bonus or other economic benefit of a similar nature received by the Director from the Company divided by the number of years served as a director (hereinafter, “Years of Service”), or two (2) where the Years of Service is less than two (2) years, multiplied by 2 (two); or

 

  (3)

depending on the classification in items (a) and (b) below, each amount set forth below:

 

  (a)

In the event that, following his or her appointment to office, the Director exercises Company share options (only in cases listed in the items in Article 238, Paragraph 3 of the Companies Act, excluding those which may have been received by the Director from the Company as compensation for the execution of duty) if any (hereinafter, the “Relevant Share Options”): the amount calculated by multiplying (i) the current per share price of the Company’s share at the time of exercise of the Relevant Share Options, less the amount per share that is the purpose of the Relevant Share Option out of the aggregate sum of the amount provided for in Article 236, Paragraph 1, Item 2 of the Companies Act and the paid-in price as provided for in Article 238, Paragraph 1, Item 3 of the Companies Act (if the amount so calculated is zero or less, then zero), by (ii) the number of shares of the Company delivered to the Director upon exercise of the Relevant Share Options; or

 

  (b)

In the event that, following his or her appointment to office, the Director transfers Relevant Share Options: the amount calculated by multiplying the transfer price of Relevant Share Options less the paid-in price as provided for in Article 238, Paragraph 1, Item 3 of the Companies Act, by the number of the Relevant Share Options.

Article 2

The Company may request the Director to provide any information necessary for determining whether or not a Relevant Liability exists and the amount up to which any such Relevant Liability may be limited.

Article 3

 

  1.

In the event that a limitation of the Director’s Relevant Liability is applied pursuant to Article 1 of this Agreement, the Director shall not receive any amount of retirement bonus or other economic benefit of a similar nature from the Company, or exercise or transfer Relevant Share Options without the approval of the general meeting of shareholders of the Company.


  2.

In the event that the Director possesses share option certificates representing Relevant Share Options where a limitation of the Director’s Relevant Liability has been applied pursuant to Article 1 of this Agreement, the Director shall be required to deposit such share option certificates with the Company without delay and shall not be permitted to demand the return of the such certificate until after the approval of the general meeting of shareholders of the Company has been obtained for such transfer.

Article 4

This Agreement shall become effective on the date that it is entered into and shall continue to be in effect until the Director loses the position of director of the Company. Further, even if the loss of the position of director of the Company is a formality due to the expiration of a term of office or other reason, when there is an immediate reappointment and acceptance of office of director of the Company, and the position of director of the Company continues to be held, this Agreement shall continue to be in effect, and the same shall apply thereafter.

In the event that the Director becomes an executive director or manager of the Company, or otherwise becomes an employee of the Company, this Agreement shall be of no effect from such time onwards.

Even if this Agreement is terminated, regarding acts that the Director carried out as a director of the Company during the effective term of this Agreement, this Agreement shall apply.

Article 5

Any matters not covered under this Agreement shall be resolved through mutual consultation between the Company and the Director.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate by placing their signatures or affixing their names and seals thereon, with each party retaining a counterpart hereof.

[DATE]

 

NOMURA HOLDINGS, INC.

 

 

DIRECTOR

 

 

Exhibit 11.1

(Translation)

LOGO

 

C O D E of CONDUCT C O D E of CONDUCT CODE of CONDUCT 2021 CODE of CONDUCT 2021


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C O D E of CONDUCT C O D E of CONDUCT


LOGO

 

Corporate Slogan Nomura Group Corporate Philosophy Delivering a Better Tomorrow Mission Contributing to Society We help to enrich society through our expertise in capital markets Vision Trusted Partner As a leading financial institution, we aim to be the most trusted partner for our clients Entrepreneurial Leadership With passion and courage, we continually innovate to meet the needs of our stakeholders Teamwork To build our values and ‘Deliver Together’, we promote diversity and collaboration across divisions and regions Integrity Personal integrity is paramount to us. We act honestly, fairly and openly Values CODE of CONDUCT 2021 01 02 Message Introduction Clients Our People Society


LOGO

 

Working with pride and integrity Nomura’s management vision is to achieve sustainable growth by helping resolve social issues. We believe that the sustainable development of society as a whole will help enhance our corporate value. Our business is built on the trust of our clients and all stakeholders. The trust our clients place in each employee represents trust placed in the overall group. Therefore, if one person does something that undermines the trust of our clients, the entire group loses trust. The Code of Conduct serves as our guide for ethical decision-making and proper conduct as we work to build trust. If you are ever unsure of what to do, always consider whether your decision or action is something you could proudly share with your family and close friends. It is important that we think about how we can contribute to the organization and the people in our team, and be proactive. A critical part of this is speaking up when something is not right, and creating an environment that supports people who speak up. I believe that a diverse organization is crucial to such an environment. As a member of Nomura Group, we have a responsibility to do more than just comply with rules and regulations. Let us all work together to build a firm where our people conduct themselves with integrity at all times and take pride in everything they do. Message from the Group CEO Kentaro Okuda President and Group CEO CODE of CONDUCT 2021 03 04 Message Introduction Clients Our People Society


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Message from the Group CEO 03 Introduction What does the Code mean? 07 How do we implement the Code? 09 Five questions to ask when in doubt 1 1 Our Code of Conduct 13 Key points Conduct for Clients 15 Conduct for Our People 29 Conduct for Society 43 CODE of CONDUCT | Table of Contents For Reference Q&A The following notes are inserted for easy reference: Good Example CODE of CONDUCT 2021 05 06 Message Introduction Clients Our People Society


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This Code of Conduct sets out guidelines for Nomura Group directors, officers and employees to translate the Nomura Group Corporate Philosophy into actions. We reflect on our actions to ensure that they are in line with the Code. We promise clients and other stakeholders that we will uphold the highest standards of ethics and integrity under the Code. We carry out all of our business activities based on the Code. What does the Code mean? Mission Vision The Code is the pillar that supports Nomura Group. How does the Code of Conduct differ from our Founder’s Principles, and the Corporate Philosophy? Our Corporate Philosophy, which is deeply ingrained in our Founder’s Principles, defines our mission, maps out our vision to achieve that mission, and clarifies the unchanging values that underpin everything we do. This Code is established as a guideline for each of us to translate the values embodied in our Corporate Philosophy into actions. QA Is the Code of Conduct different from other internal rules and regulations? The Code underpins other internal rules and regulations, which set forth specific policies and procedures for ensuring that Nomura Group’s corporate activities and our conduct are in line with the Code. QA Who does the Code apply to? The Code applies to all Nomura Group directors, officers and employees. QA Culture リã,¹ã,¯ Business Strategy Risk Management Operating Model Code of Conduct Values CODE of CONDUCT 2021 07 08 Message Introduction Clients Our People Society


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Employees Managers Employees have a responsibility to follow the Code as a member of Nomura Group. By putting the Code into practice, meet the trust and expectations of our clients and contribute to ensuring market integrity. In addition, all managers have the following responsibilities. Lead by example Managers are expected to lead their team in the right direction by adhering to the Code. Embed the Code Managers are expected to properly explain the content of the Code to their team and ensure each team member fully understands. Provide an open environment Managers should respect each member of their team and listen closely to their ideas to encourage an environment of open discussion. Help your people grow Managers should acknowledge the differences of each individual in their team and provide guidance and development opportunities as necessary. Evaluate fairly When evaluating their team members, managers should take into account each person’s skill-set, attitude, awareness of compliance, and leadership. How do we implement the Code? If the Code is violated: We may take disciplinary or preventive action to address any violation or potential violation of the Code which infringes on the trust placed in us by the market and our clients, or damages the reputation of Nomura Group. In such cases, managers may also be held accountable. CODE of CONDUCT 2021 09 10 Message Introduction Clients Our People Society


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If you are unsure how to act, go back to the basics and ask yourself the following questions. Nomura 5 YES If in doubt, talk to your manager or compliance officer. Would you be comfortable if it were made public? Did you check relevant rules and regulations? Is it in the best interests of the client? Is the integrity of the market protected? Do you feel comfortable telling your family and friends? What should I do if the answer is NO? Do not proceed. Check what the problems are and make improvements until you are able to answer YES to all the questions. If you are still unsure, consult with your manager or compliance officer. QA What should I do if I find myself caught between the company and the client? Always prioritize the client’s best interests over your own interests or the company’s short-term gains. Then see if you can really answer YES to all the questions. Q A YES YES YES YES YES Five questions to ask when in doubt CODE of CONDUCT 2021 11 12 Message Introduction Clients Our People Society


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The Code of Conduct is based on the following three foundations: our Clients, Our People, and Society. The Code has been put in place to help us translate our values into actions. The following pages describe each item in detail. Our Code of Conduct Entrepreneurial Leadership Teamwork Integrity CONDUCT for CLIENTS CONDUCT for SOCIETY 15 43 CONDUCT for OUR PEOPLE 29 11 Never pursue self-interests 12 Control gifts and entertainment 13 Be disciplined 14 Learn from mistakes 15 Speak up 35 36 37 39 41 01 Pursue the best interests of our clients 02 Continually enhance our expertise and capabilities 17 19 16 Move towards the future 45 17 Contribute to a sustainable society 47 18 Respect diversity and individual rights 19 Disclose information appropriately 49 50 03 Leverage our collective strength 21 04 Be the most trusted partner for our clients 05 Uphold the highest standards of compliance 06 Handle information properly 25 27 23 07 Be passionate about achieving more 08 Develop our people 31 32 09 Collaborate as one team 10 Create a comfortable work environment 33 34 CODE of CONDUCT 2021 13 14 Message Introduction Clients Our People Society


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01 Pursue the best interests of our clients 17 02 Continually enhance our expertise and capabilities 19 03 Leverage our collective strength 21 04 Be the most trusted partner for our clients 23 05 Uphold the highest standards of compliance 25 06 Handle information properly 27 We always place our clients at the heart of everything we do. To continue to be the most trusted partner for our clients, we collaborate with our team members and provide high quality services. CONDUCT for CLIENTS CODE of CONDUCT 2021 15 16 Message Introduction Clients Our People Society


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CONDUCT for CLIENTS Pursue the best interests of our clients We serve clients with respect, and understand their needs and interests We provide thorough explanation considering the client’s understanding and experience We strive to provide proposals that exceed client expectations Whether or not you have opportunities to directly serve our clients, always keep in mind how our businesses can affect them. Acting in the best interests of our clients means providing the optimal solution to meet the client’s needs. Best interests does not necessarily mean maximizing economic interests, but rather developing and providing products and services from the client’s perspective. Furthermore, pursuing the best interests of the client also means to advise when you think something they asked you is not in their best interests. 01 To pursue the best interests of our clients: What does the best interests of our clients actually mean? We strive to meet our clients’ expectations by understanding their needs and proposing suitable products and services. CODE of CONDUCT 2021 17 18 Message Introduction Clients Our People Society


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CONDUCT for CLIENTS Continually enhance our expertise and 02 capabilities We stay on top of the latest trends in financial and capital markets around the world We enhance our ability to identify risks our clients are exposed to We build our knowledge of both financial and other fields There have been many cases where unexpected events have resulted in severe losses. These include events that you thought would never occur because they hadn’t occurred in the past, or those that very rarely occur. It is important to recognize that some risks can be easily identified, while others are rare but can cause significant loss once they become apparent. To serve our clients with expertise: “Unknown” risk We enhance our expertise and capabilities to put forward the best proposals to our clients. We properly assess the risks our clients are exposed to and take appropriate actions in a timely manner. CODE of CONDUCT 2021 19 20 Message Introduction Clients Our People Society


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CONDUCT for CLIENTS Leverage o 03 ur collective strength A client asked me if we could trade using a new transaction method. I am thinking of saying that we can’t handle it since I am unsure how to respond. Q Nomura Group has various functions. You should first consult with those around you, your manager, or relevant departments in the company. You should also try to take an interest in the activities of other departments and develop internal networks. A We understand the functions and roles of each division and department We stay up to date on the wide range of businesses and services we offer We proactively collaborate across various functions To leverage our collective strength: We provide optimal solutions to our clients by making full use of our collective strength. We work together across countries and regions to deliver our competitive edge. CODE of CONDUCT 2021 21 22 Message Introduction Clients Our People Society


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CONDUCT for CLIENTS Be the most trusted p 04 artner for our clients We will propose products and services appropriate for each client We will provide information in accordance with the client’s investment experience We will improve the quality of our operations and avoid causing inconvenience to our clients due to errors in administrative procedures We will keep our clients informed and remain direct and prompt even in difficult communications We will let clients know our concerns if something they propose will not be beneficial for them Just because it is not against the law does not mean we can do anything that our clients request. Activities that undermine market integrity, and behavior that deviates from social norms are ultimately not beneficial for our clients. You should not be driven by immediate profits and should ask yourself if your actions will help build long-term relationships of trust with clients. Then, you should go back to “Nomura Five YES” and check if what you are about to do is appropriate. To continue to be the most trusted partner for our clients: What does “for the client” mean? We will always place our clients at the heart of everything we do, deal with them with integrity, and build long-term relationships of trust. CODE of CONDUCT 2021 23 24 Message Introduction Clients Our People Society


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CONDUCT for CLIENTS Uphold the highest 05 standards of compliance The following are examples of acts that are strictly prohibited Clients may make wrong investment decisions if we fail to properly explain the nature and risks of financial products and services. If proper client verification is not carried out prior to a transaction and fraudulent activities occur, we will be unable to prevent proceeds of financial crime from entering into capital markets and terrorism funding. If someone enters into a transaction using material non-public information (“MNPI”) not known to others, that person will have an unfair advantage over other investors. We are committed to protecting market integrity. The use of MNPI for the benefit of a specific investor is unfair. Violation of the Duty of Explanation Money Laundering Insider Trading As a global investment bank, we act as an intermediary between the markets and our clients. We carefully manage potential conflicts of interest to ensure our clients are not adversely affected. If we fail to prevent transactions with criminal organizations or their members, this can result in financing their illegal activities. If transactions intended to artificially change or peg prices are executed, investor decisions will be adversely affected and this will impede the fair operation of the markets. Conflict of Interest Organized Crime Market Manipulation We work to protect our clients’ interests at all times. We act with integrity towards all our clients. Such conduct undermines the development of a sound economy. This will enable organized crime and allow terrorists to expand their sources of funding. We must maintain robust controls to prevent these activities. Such conduct undermines market integrity and will lead to a loss of investor trust in the market. Given our role as a gatekeeper for capital markets, we do not tolerate such activities and work to prevent them. We must also act in accordance with principles of fair dealing and good faith. We strictly comply with applicable laws and regulations. In addition, we work with the highest level of compliance awareness to protect our clients and ensure market integrity. CODE of CONDUCT 2021 25 26 Message Introduction Clients Our People Society


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CONDUCT for CLIENTS Handle information properly We strictly manage entrusted client information and only use it in accordance with our client’s understanding. We strictly control and manage material non-public information to protect market integrity, and will never use it improperly. We properly manage internal information to protect the credibility of Nomura Group. 06 I believe it will benefit our clients if we promptly communicate information that is to their advantage. If it’s not prohibited by law such as insider information, there’s no issue, right? Q We must always consider market integrity and fairness. Please talk to your manager or contact Compliance if you are not sure. A Can I freely post on my personal social media accounts if I do not mention my name or where I work? Q You should exercise good judgment when posting on social media or on the Internet. Do not post any information about the company’s business, market information, or anything that may damage Nomura’s reputation or adversely affect our clients. When posting for business purposes, you must obtain the approval of your manager. Inappropriate posts may cause concern or distrust among clients. Even if your name is not specified, the poster, the individual or the company may be identified. This applies even after you leave the duties. A Details regarding Nomura’s business operations and other company information must not be shared with outside parties, including former employees. If you receive requests for client information from outside parties, promptly report to your manager. If you are contacted by the media, do not respond based on your own judgment. Promptly contact your regional Corporate Communications Department and follow their instructions. Handling of Nomura Group information CODE of CONDUCT 2021 27 28 Message Introduction Clients Our People Society


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07 Be passionate about achieving more 31 08 Develop our people 32 09 Collaborate as one team 33 10 Create a comfortable work environment 34 11 Never pursue self-interests 35 12 Control gifts and entertainment 36 13 Be disciplined 37 14 Learn from mistakes 39 15 Speak up 41 We adapt to change. We are disciplined in everything we do. We strive to become better, and be the most trusted partners for our clients. CONDUCT for OUR PEOPLE CODE of CONDUCT 2021 29 30 Message Introduction Clients Our People Society


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CONDUCT for OUR PEOPLE I want to try something new, but I’m worried about making mistakes because I don’t have much experience. Nomura supports people who take on challenges. Challenges help us learn and provide critical opportunities for growth. Share your ideas with your manager. Managers should motivate their team and support them in taking on new challenges. Q A We strive to develop our skills We actively improve processes and utilize new technologies We listen to others and respect their views To keep growing: Be passionate 07 about achieving more We don’t shy away from change and always move forward. 08 Develop our people We strive to develop talent to ensure all our people can realize their full potential. We help our colleagues grow and maximize their potential by focusing on their individual needs We appreciate the support of our colleagues and work to develop our own abilities To develop talent: It’s not easy to correct members of my team because they might say it’s harassment. If you notice someone doing something wrong, you should talk to them about it. If your point is valid and delivered in a respectful manner, Nomura will support your actions. If you are not sure how to talk to them, seek advice from your manager. Q A CODE of CONDUCT 2021 31 32 Message Introduction Clients Our People Society


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CONDUCT for OUR PEOPLE Collaborate as one team Create a 09 10 comfortable work environment We communicate effectively and get to know each other better We share information, knowledge, expertise and concerns within the team We share the same goals and work together to achieve them We accept flexible working styles Managers should be sensitive to the needs of their team members We are open to each other’s values, viewpoints and ideas that are different from our own to create an open environment in which everyone feels comfortable expressing their views We think of others and consider the impact of what we say or do To maximize teamwork: To create a comfortable work environment: We respect diverse views and work together as a team. We respect each other and foster a positive environment where everyone can contribute and have an active role. We hold ourselves to a higher standard and do not engage in behavior that can be perceived as harassment. CODE of CONDUCT 2021 33 34 Message Introduction Clients Our People Society


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CONDUCT for OUR PEOPLE Never pursue self-interests Control g 11 12 ifts and entertainment We do not use information obtained in the course of our business or take advantage of our position at Nomura to gain any improper personal benefit. When trading securities using our personal account, we comply with applicable laws and regulations as well as rules set by Nomura Group companies. We do not offer or accept cash (including facilitation payments), cash equivalents, inappropriate gifts or excessive business entertainment from public officials and business counterparts. A client offered me a gift certificate. Can I accept it? You must not accept cash or cash equivalents from clients. However there may be exceptional circumstances where you may be allowed to accept. Please refer to internal guidelines for details. Q A CODE of CONDUCT 2021 35 36 Message Introduction Clients Our People Society


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CONDUCT for OUR PEOPLE 13 Be disciplined I don’t think it should matter how I behave outside the office. Be mindful of the fact that someone may always be watching. What you say or do reflects on the company. You should always act responsibly and exercise common sense. Q A We are humble in how we interact with others and strive to form good relationships We are considerate of others and mindful of the impact of our words and actions We are aware that socially unacceptable behaviors reflect badly on us as individuals as well as the firm Our behavior: We show humility and take responsibility for our own actions. We do not engage in behavior that may undermine the trust society places in us. CODE of CONDUCT 2021 37 38 Message Introduction Clients Our People Society


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CONDUCT for OUR PEOPLE 14 Learn from mistakes We recognize our past mistakes and work to never repeat them. We learn from others’ mistakes and use them as an opportunity to reexamine ourselves. Nomura Group has caused several scandals in the past. We know how easy it is to lose society’s trust and how difficult it is to restore it. We have also learned a lot from our past mistakes. Every year on August 3*, we all take time to reflect on the lessons learned and renew our pledge to never repeat our past mistakes. Always remember *Nomura Founding Principles and Corporate Ethics Day CODE of CONDUCT 2021 39 40 Message Introduction Clients Our People Society


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CONDUCT for OUR PEOPLE 15 Speak up To help protect our clients, our people and the firm When we see something suspicious When we see misconduct To create an open environment where everyone feels comfortable voicing their concerns and seriously listen to those who speak up We have established the Compliance Hotline to enable employees to anonymously raise issues or concerns. All information received through the Hotline is treated as strictly confidential. We carefully investigate all reports, and take corrective actions as necessary. You will not be subject to any adverse treatment for reports made in good faith. The information you provide may help us detect and correct misconduct early, and make Nomura a better company. Don’t hesitate to speak up. We speak up: Nomura Group Compliance Hotline We will promptly report any suspicious behavior or violation of the Code of Conduct to a manager, Compliance or the Nomura Group Compliance Hotline. CODE of CONDUCT 2021 41 42 Message Introduction Clients Our People Society


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16 Move towards the future 45 17 Contribute to a sustainable society 47 18 Respect diversity and individual rights 49 19 Disclose information appropriately 50 We have a responsibility to the communities where we live and work. We will proactively contribute to the creation of a truly enriched society. CONDUCT for SOCIETY CODE of CONDUCT 2021 43 44 Message Introduction Clients Our People Society


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CONDUCT for SOCIETY 16 Move towards the future We play an important role in creating financial systems that contribute to creating a sustainable society. We continue to actively address environmental and social issues, such as climate change and social inequality, create new types of financial services and strive to achieve a truly enriched society together with our stakeholders and commit to build a robust operating platform to drive sustainability. We consider what kind of services we should provide to our clients as people increasingly live beyond 100 We contribute to revitalizing local economies We are committed to our core business while keeping in mind the goal of SDGs* and the creation of a financial cycle that will lead to the resolution of environmental and social issues We engage in dialogue and collaboration with clients and other stakeholders We will make further use of digital tools and data, to provide products and services that meet our clients’ needs To ensure a truly enriched society: *SDGs: Sustainable Development Goals SDGs are a set of global goals adopted towards realizing a better and more sustainable world by 2030 What exactly does Nomura Group mean by creation of “a truly enriched society” ? We believe that we can realize “a truly enriched society” by constantly making efforts to develop and provide high quality products and services. For example, when we develop new products, we consider whether they will contribute to the sustainable development of society and capital markets, and whether they will meet our clients’ needs. We believe that a truly enriched society will be created through our commitment in help solving social issues. Q A CODE of CONDUCT 2021 45 46 Message Introduction Clients Our People Society


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CONDUCT for SOCIETY Contribute 17 to a sustainable society We respect different cultures and customs and conduct our business in harmony with the countries and regions where we operate. We are aware of our responsibility towards society and actively and continuously engage in a wide range of activities to contribute to the society and protect the environment, such as reducing the environmental impact of our business activities. A rich natural environment and healthy social environment are the foundation of economic and business development and people’s lives. Without such a foundation, it is not possible to fulfill Nomura’s mission to contribute to creating an enriched society. We recognize that the protection of the global environment and the promotion of diverse initiatives are essential for the development of both the economy and society. As such, we constantly work to enhance our products and services, further expand our business globally and strengthen our corporate governance framework. These initiatives are important to improve our corporate value. We will continually strive to fulfill our mission while building a sustainable business foundation. Nomura’s view on ESG* *ESG: Environment, Social, Governance—Three perspectives required for a company’s long-term growth Adhere to laws on environment and make daily efforts to use resources effectively and reduce electricity consumption Provide opportunities for a wide range of people to learn about finance and economy, knowledge on building assets and contribute to the formation of a sound capital market Proactively join social volunteering activities What each of us can do now to contribute to society: CODE of CONDUCT 2021 47 48 Message Introduction Clients Our People Society


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CONDUCT for SOCIETY Respect diversity and individual rights Disclose 18 19 information appropriately We promote equal opportunity and do not discriminate on grounds such as nationality, race, sex, gender identity, sexual orientation, creed, social status, or existence of or nonexistence of disability. We respect differences in values and are always sincere. We retain accurate records and proactively ensure the fair, timely and appropriate disclosure of Nomura Group information including financial statements. This will enable us to be properly evaluated and trusted by society. We never falsify, intentionally conceal or maliciously destroy operational and financial information and retain it for a specified period To disclose information properly: CODE of CONDUCT 2021 49 50 Message Introduction Clients Our People Society


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C O D E of CONDUCT Nomura Group CODE of CONDUCT 2021 © NOMURA HOLDINGS, INC. ALL RIGHTS RESERVED.

Exhibit 12.1

Certification

I, Kentaro Okuda, certify that:

1. I have reviewed this annual report on Form 20-F of Nomura Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Date: June 25, 2021

 

 

Kentaro Okuda

Representative Executive Officer,

President and Group Chief Executive Officer

Exhibit 12.2

Certification

I, Takumi Kitamura, certify that:

1. I have reviewed this annual report on Form 20-F of Nomura Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Date: June 25, 2021

 

Takumi Kitamura
Chief Financial Officer

Exhibit 13.1

Certification

Pursuant to 18 U.S.C. §1350, the undersigned officer of Nomura Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F for the year ended March 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 25, 2021

 

 

Kentaro Okuda

Representative Executive Officer,
President and Group Chief Executive Officer

Exhibit 13.2

Certification

Pursuant to 18 U.S.C. §1350, the undersigned officer of Nomura Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s annual report on Form 20-F for the year ended March 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 25, 2021

 

 

Takumi Kitamura
Chief Financial Officer

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form F-3 No. 333-229191 and Form S-8 No. 333-210471, No. 333-214267, No. 333-221128, No. 333-228585, No. 333-228586, No.333-231683, No.333-239996 and No. 333-256408) and related Prospectuses of Nomura Holdings, Inc. of our reports dated June 25, 2021, with respect to the consolidated financial statements of Nomura Holdings, Inc. and the effectiveness of internal control over financial reporting of Nomura Holdings, Inc., included in this Annual Report (Form 20-F) for the year ended March 31, 2021.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

June 25, 2021

Exhibit 17.1

Subsidiary Issuer of Registered Guaranteed Securities

Nomura Holdings, Inc. (“NHI”) fully and unconditionally guarantees certain securities issued by its indirect, wholly owned finance subsidiary, Nomura America Finance LLC (“NAFL”). The securities issued by NAFL and guaranteed by NHI that are subject to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are as follows:

 

   

Senior Global Medium-Term Notes, Series A, Callable Leveraged Steepener Notes due November 24, 2025

 

   

Senior Global Medium-Term Notes, Series A, Fixed to Floating Rate Notes due June 29, 2021

 

   

Senior Global Medium-Term Notes, Series A, Callable Leveraged Steepener Notes due December 31, 2033

 

   

Senior Global Medium-Term Notes, Series A, Callable Leveraged Steepener Notes due February 28, 2034

 

   

Senior Global Medium-Term Notes, Series A, Callable Leveraged Steepener Notes due May 30, 2034

 

   

Senior Global Medium-Term Notes, Series A, Callable Contingent Coupon Trigger Notes Linked to Russell 2000® Index due July 16, 2024

 

   

Senior Global Medium-Term Notes, Series A, Callable Leveraged Steepener Notes due July 29, 2034

 

   

Senior Global Medium-Term Notes, Series A, CPI-Linked Notes due December 24, 2024

 

   

Senior Global Medium-Term Notes, Series A, Callable Leveraged Steepener Notes due December 24, 2034

 

   

Senior Global Medium-Term Notes, Series A, Contingent Coupon Trigger Notes Linked to Russell 2000® Index due February 18, 2025

 

   

Senior Global Medium-Term Notes, Series A, 3.00% Fixed to Floating Rate Notes due August 21, 2025



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