Nanto Bank : Corporate Governance (727kb)

Support for Value Creation

Corporate Governance

Executive Officers

Directors

President (Representative Director)

Takashi Hashimoto

Apr. 1977	Joined Nanto Bank
June 1999	Manager, Kamimaki Branch
Apr. 2001	Manager, Kyoto Corporate Sales Office, Sales Management
	Department
June 2002	Assistant Manager, Kyoto Sales Management Department;
	Manager, Corporate Sales Office
June 2003	Manager, Kyoto Branch
June 2005	General Manager, Nanto Bank Public Affairs Division
June 2007	Executive Officer and General Manager, Personnel Planning
	Division
June 2010	Executive Officer and General Manager, Sales Management
	Division
June 2011	Executive Officer and General Manager, Osaka District
	Headquarters
June 2013	Executive Officer, Nanto Bank
June 2014	Senior Executive Officer
June 2015	President (Representative Director) (current position)

Vice President (Representative Director)

Satoshi Ishida

(Departments) Overall executive control, Corporate Planning Division,

		Osaka Block Headquarters, responsibility for special
		DX / SDGs missions
Apr.	1997	Joined Dai-Ichi Kangyo Bank, Ltd. (current Mizuho Bank, Ltd.)
July	2001	Chief of Management Guidance, Construction Industry
		Division, General Policy Bureau, Ministry of Land,
		Infrastructure, Transport and Tourism
Nov.	2003	Manager, Industrial Revitalization Corporation of Japan
July	2010	Director, Industrial Growth Platform Inc.
Aug. 2013	Supervisory Coordinator, General Affairs Division;
		Supervisory Bureau, Financial Services Agency
July	2015	Policy Manager, Policy Division, General Affairs Planning
		Bureau, Financial Services Agency
July	2016	Manager, Monitoring Planning Office, General Affairs
		Division, Inspection Bureau, Financial Services Agency
July	2017	Director, Regional Financial Planning Office, Supervisory
		Bureau, Financial Services Agency
Nov.	2018	Director, Industrial Growth Platform Inc.
Feb.	2019	Advisor, Nanto Bank
Apr.	2019	Senior Managing Executive Officer and General Manager,
		Corporate Strategy Headquarters
June 2019	Vice President and Executive Officer, General Manager,
		Corporate Strategy Headquarters (Representative Director)
Apr.	2020	Vice President and Executive Officer (Representative

Director) (current position)

Director and Senior Managing Executive Officer

Kazuya Yokotani

(Departments) Personnel and General Affairs divisions, Risk

	Management Division, Compliance Control Division,
	Nara Chuwa Block Headquarters, Nara Nanwa and
	Wakayama Block Headquarters
Apr. 1985	Joined Nanto Bank
June 2007	Assistant Manager, General Planning Division
Apr. 2011	Manager, Higashi-Ikoma Branch
Aug. 2012	Assistant General Manager, General Planning Department
June 2014	General Manager, General Planning Department
Apr. 2016	Executive Officer and General Manager, Corporate Planning
	Division
Apr. 2018	Executive Officer and General Manager, Public Affairs and
	Regional Vitality Creation Department
Apr. 2019	Managing Executive Officer and General Manager, Financial
	Market Headquarters
June 2019	Director and Managing Executive Officer, General Manager,
	Operations Division
Apr. 2020	Director and Managing Executive Officer
Apr. 2022	Director and Senior Managing Executive Officer (current position)

Director and Managing Executive Officer

Kazunobu Nishikawa

(Departments) IT Strategy Department, Administrative Support

		Department, Nara Hokuwa Block Headquarters, Kyoto
		Block Headquarters
Apr.	1986	Joined Nanto Bank
June 2008	Manager, Amagasaki Corporate Sales Office, Sales
		Management Department
Sep. 2009	Manager, Amagasaki Branch
Oct.	2010	Group Manager, Sales Management Department, Nanto Bank
Apr.	2011	Group General Manager, Sales Administrative Division, and
		General Manager, Nara Corporate Sales Office
Oct.	2012	Assistant General Manager, Sales Management Department
Apr.	2013	Manager, Takada Honmachi Branch
Apr.	2015	General Manager, General Affairs Division
Apr.	2017	Executive Officer and General Manager, Business
		Promotion Headquarters
Apr.	2019	Executive Officer and General Manager, Corporate Planning Division
Apr.	2020	Executive Officer and General Manager, Nara Hokuwa
		Block Headquarters
Apr.	2021	Managing Executive Officer
June 2021	Director and Managing Executive Officer (current position)

Director and Managing Executive Officer,

General Manager, Sales Promotion Headquarters

Tsuyoshi Sugiura

(Departments) Sales Support Department, Corporate Solutions

	Department, Asset Consulting Department
Apr. 1986	Joined Nanto Bank
June 2008	Manager, Kami-Koma Branch
May 2010	Senior Analyst, Credit Analysis Division, Nanto Bank
June 2011	Manager, Unebi Branch
Apr. 2013	Manager, Osaka Branch
June 2014	Manager, Sakurai Branch
Apr. 2017	Executive Officer and Manager, Sakurai Branch
Apr. 2018	Executive Officer and Manager, Tokyo Branch
Apr. 2019	Executive Officer and General Manager, Nara Chuwa Block
	Headquarters
Apr. 2021	Managing Executive Officer
June 2021	Director and Managing Executive Officer
Apr. 2022	Director, Managing Executive Officer and General Manager,

Sales Promotion Headquarters (current position)

Auditors

Director and Managing Executive Officer

Ryuichiro Funaki

(Departments) Market Operations Department, Regional Business Creation Division, Tokyo Sales Department

Apr.	1991	Joined Fuji Bank, Ltd. (current Mizuho Bank, Ltd.)
Apr.	2002	Investigator, Corporate Planning Department, Mizuho Bank, Ltd.
May	2004	ShinGinko Tokyo, Ltd. (current The Yachiyo Bank, Ltd.)
		Senior Manager, Planning Group
Jan.	2009	Advisor, Industrial Growth Platform, Inc.
June 2009	Executive Officer, Howa Bank, Ltd. (Director, Sales
		Administration Department)
July	2012	Principal, Industrial Growth Platform, Inc.
July	2012	Participant, Nuclear Damage Compensation and
		Decommissioning Facilitation Corporation
Nov.	2016	Specialist Investigator, Financial Services Agency
Apr.	2019	Advisor, Nanto Bank
July	2019	President, Nanto Consulting Co., Ltd.
Apr.	2021	Managing Executive Officer and General Manager, Sales
		Promotion Division, Nanto Bank
June 2021	Director and Managing Executive Officer, General Manager,
		Sales Promotion Division
Apr.	2022	Director and Managing Executive Officer (current position)

Member (full-time), Audit and Supervisory Board		Member (full-time), Audit and Supervisory Board
Naoki Minowa		Takao Handa
Apr.	1979	Joined Nanto Bank		Apr.	1981	Joined Nanbu Bank
Feb. 2001	Assistant Section Chief, Credit Analysis Division	June 2002	Manager, Keihanna Plaza Branch
June 2004	Assistant Manager, Credit Analysis Division	June 2004	Manager, Nabari Branch
June 2005	Assistant General Manager, Credit Analysis Division	June 2006	Manager, Osaka North Branch
June 2008	General Manager, General Planning Division	Nov. 2008	Manager, Osaka North Branch and Manager, Sales Office,
June 2009	Director and General Manager, General Planning Division				Osaka West Corporate Sales Department
June 2010	Director and General Manager, Business Promotion	Jan. 2009	Assistant Manager, Osaka Central Sales Department
		Headquarters	Oct.	2009	Manager, Takada Branch
Apr.	2012	Director and General Manager, Credit Analysis Division	Oct.	2011	General Manager, Management Administration
June 2013	Member (full-time), Audit and Supervisory Board				Headquarters
June 2015	Managing Director	June 2013	Director and General Manager, Value Development Division
Apr.	2017	Director and Senior Managing Executive Officer	June 2014	Director and General Manager, Human Resources Division
		(Representative Director)	Apr.	2016	Director and Executive Officer, General Manager, Human
Apr.	2019	Director				Resources Division
June 2019	Member, Audit and Supervisory Board (current position)	June 2016	Member, Audit and Supervisory Board (current position)

44 Nanto Report 2022, the integrated report of Nanto Bank

Outside Director

Matazaemon Kitamura

(Main concurrent positions)

President, Kitamura Forestry Co., Ltd.

Apr. 1978 Joined Fuji Bank, Ltd. (current Mizuho Bank, Ltd.) Feb. 1988 Director, Kitamura Forestry Co., Ltd.

Sep. 2005 President and CEO, Kitamura Forestry Co., Ltd. (current position)

June 2016 Outside Director, Nanto Bank (current position)

Outside Director

Shuhei Aoki

Apr.	1981	Joined Bank of Japan
Nov. 2003	Manager, Yokohama Branch
July	2005	Assistant Director, System Information Bureau
May	2008	Supervisor, U.S. Business Relations; Manager, New York
		Office
June 2011	Director, Financial Markets Bureau
May	2013	Director, Bank Settlement Organization
July	2014	Director, Hitachi, Ltd.
Apr.	2020	Executive Strategist, Hitachi, Ltd.
June 2020	Outside Director, Nanto Bank (current position)

Governance

Outside Director

Hidetaka Matsuzaka

(Main concurrent positions)

Chairman, Board of Directors, Aussie Capital Co., Ltd.

Advisor, Osaka Gas Co., Ltd.

Outside Director, Hiroshima Gas Co., Ltd.

Outside Director, Nishimatsu Construction Co., Ltd.

Apr. 1980 Joined Osaka Gas Co., Ltd.

June 2009 Executive Officer and General Manager, Planning Department, Osaka Gas Co., Ltd.

Apr. 2011 Managing Executive Officer and General Manager, Resources and Overseas Business Department

June 2011 Director and Managing Executive Officer, General Manager, Resources and Overseas Business Division

Apr. 2014 Director and Managing Executive Officer, General Manager, Corporate Planning Division

Apr. 2015 Vice President and Representative Director

Apr. 2019 Chairman, Board of Directors, Aussie Capital Co., Ltd. (current position)

June 2019 Advisor, Osaka Gas Co., Ltd. (current position) June 2020 Outside Director, Nanto Bank (current position)

June 2020 Outside Director, Hiroshima Gas Co., Ltd. (current position) June 2022 Outside Director, Nishimatsu Construction Co., Ltd. (current

position)

Outside Director

Kozue Nakayama

(Main concurrent positions)

Outside Director, TDK Corporation

Outside Director, Isuzu Motors Limited

Outside Auditor, Imperial Hotel, Ltd.

Apr. 1982	Joined Nissan Motor Co.
Apr. 2005	General Manager, Planning Department
Apr. 2008	General Manager, Brand Management Office
Sep. 2010	Deputy General Manager, Brand Coordination Division
Apr. 2011	Joined Yokohama City Hall
Apr. 2012	Director, City of Yokohama Culture and Tourism Bureau
June 2018	President and Representative Director, PACIFICO Yokohama
	International Peace Conference Center
June 2019	Outside Corporate Auditor, Imperial Hotel, Ltd.
June 2020	Outside Director, TDK Corporation (current position)
June 2020	Outside Director, Isuzu Motors Ltd. (current position)
June 2022	Outside Director, Nanto Bank (current position)

Member (outside), Audit and Supervisory Board

Takatoshi Kurahashi

(Main concurrent positions)

Group Executive Officer, Kintetsu Group Holdings, Inc. President, Kintetsu Real Estate Co., Ltd.

Apr. 1980	Joined Kintetsu Railway Co., Ltd.
June 2012	Executive Officer, Kintetsu Railway Co., Ltd.
Apr. 2015	Executive Officer, Kintetsu Group Holdings, Inc.
June 2015	Director and Managing Executive Officer
June 2016	Director and Senior Managing Executive Officer
June 2017	Director, Senior Managing Executive Officer, Kintetsu
	Railway Co., Ltd.
June 2019	Director, Kintetsu Group Holdings, Inc.
June 2019	President, Kintetsu Real Estate Co., Ltd. (current position)
June 2019	Member (outside), Nanto Bank Audit and Supervisory Board
	(current position)
June 2021	Group Executive Officer, Kintetsu Group Holdings, Inc.
	(current position)

(Note) Directors Matazaemon Kitamura, Hidetaka Matsuzaka, Shuhei Aoki and Kozue Nakayama are outside directors as stipulated in Article

2.15 of the Companies Act, and Audit and Supervisory Board members Takatoshi Kurahashi and Motoi Mitsuishi are outside auditors as stipulated in Article 2.16 of the Companies Act.

All outside directors and outside corporate auditors meet the "Independence Judgment Criteria" established by the Bank, and all are registered with the Tokyo Stock Exchange, Inc. as independent officers of the Bank.

Member (outside), Audit and Supervisory Board

Motoi Mitsuishi

(Main concurrent positions)

Vice President and Representative Director, Mitsubishi UFJ Research &

Consulting Co., Ltd.

Apr. 1987 Joined The Bank of Tokyo-Mitsubishi, Ltd. (current The Bank of Tokyo-Mitsubishi UFJ, Ltd.)

May 2012 General Manager for Thailand and Manager, Bangkok Branch, Bank of Tokyo-Mitsubishi UFJ, Ltd.

June 2013 Executive Officer, General Manager for Thailand and Manager, Bangkok Branch

Jan. 2015 Executive Officer, dispatched to Bank of Ayudhya (Vice President)

July 2015 Corporate Officer and Assistant General Manager, Asia & Oceania Headquarters (responsible for special missions); Manager, Asia & Oceania Sales Department; Manager, Singapore Branch

May 2017 Managing Executive Officer and General Manager, Transaction Banking Division

July 2018 Managing Executive Officer and General Manager, Payment Business Division; Assistant General Manager, Global Commercial Banking Division

July 2018 Managing Executive Officer, General Manager, Settlement Business Unit, Mitsubishi UFJ Financial Group, Inc.

June 2019 Vice President and Representative Director, Mitsubishi UFJ Research & Consulting Co., Ltd. (current position)

June 2020 Member (outside), Nanto Bank Audit and Supervisory Board (current position)

Nanto Report 2022, the integrated report of Nanto Bank 45

Support for Value Creation

Corporate Governance

Corporate Governance

We believe that the basis for governance is a constant pursuit of the best ways of maximizing the value we provide all our stakeholders in our efforts to achieve the goals of the Nanto Mission and to play an indispensable role in regional development.

Corporate Governance Structure

The Bank's Board of Directors comprises 10 members, six internal directors who are familiar with the Group's operations and four outside directors who have extensive experience and knowledge outside the Bank.

This structure was adopted to separate supervision and execution and to ensure that the Board comprises members with diverse knowledge, experience, and capabilities.

To strengthen the supervisory function of the Board of Directors, the Nomination and Compensation Advisory Committee has been established directly under the Board of Directors. Comprising the President, Vice President and outside directors, the Committee is chaired by an outside director and includes knowledgeable outside experts as observers to enhance the independence, objectivity, and transparency of decision-making.

Structure

Nomination and

Compensation Committee

4 outside directors including the Chairperson

Chairman	1 Female

General Meeting of Shareholders

Board of Directors

Board of Directors members 10 (Including 4 outside directors)

1 Female Chairman

Opinion-exchange session

Management Meeting

Divisions/Departments

(As of end March 2022)

Outside Internal

Audit and Supervisory Board

Audit and Supervisory

Board members 4

(Including 2 outside corporate auditors)

Internal Audit Division

Ratios of outside directors and female directors

As of June 30, 2021		As of June 30, 2022
Ratio of	Ratio of	Ratio of	Ratio of
outside directors	female directors	outside directors	female directors
33.3%	0%	40.0%	10.0%
Outside directors	Female directors	Outside directors	Female directors
3 of 9 members	0 of 9 members	4 of 10 members	1 of 10 members

46 Nanto Report 2022, the integrated report of Nanto Bank

Governance Performance

Directors' skills matrix

[Full-time directors]

Name	Current position in the Bank	Management strategy	managementRisk

Takashi Hashimoto	President (Representative Director)
Satoshi Ishida	Vice President (Representative Director)
Kazuya Yokotani	Director and Senior Managing
Executive Officer
Kazunobu Nishikawa	Director and Managing Executive Officer
Tsuyoshi Sugiura	Director and Managing Executive Officer, General
	Manager, Sales Promotion Headquarters
Ryuichiro Funaki	Director and Managing Executive Officer
[Outside directors]
Name	Current position in the Bank	Regional economy

Examination

IT & digital

Market operations

Sales planning

Sales promotion

Human resources planning

Human resources development

Experience in other industries

Economic and	Organization and
financial environment	governance

Matazaemon Kitamura	Outside Director
Hidetaka Matsuzaka	Outside Director
Shuhei Aoki	Outside Director
Kozue Nakayama	Outside Director

Selection of outside directors

	Reasons for appointment and expected contributions
	Mr. Kitamura has engaged in management as a corporate executive for many years. He is well-versed in overall
Outside Director	management and offers a wealth of knowledge and experience that enables him to supervise management
accurately and fairly in ways such as by drawing on his deep fund of knowledge to offer informed opinions. As
Matazaemon Kitamura	Chairman of the Bank's Nomination and Compensation Advisory Committee, he provides leadership among
	the outside directors, playing a key role in strengthening cooperation between the outside directors and the
	management team.
	Mr. Matsuzaka is endowed with wide-ranging experience and knowledge of corporate management and
Outside Director	organizational operations. His extensive knowledge enables him to supervise management accurately and fairly
in such ways as by offering opinions on management from a broad perspective. The Board of Directors expects
Hidetaka Matsuzaka
him to draw on his rich experience to help supervise the Bank's management from an independent and objective
	standpoint, unimpeded by the conventional confines of a financial institution.
	Mr. Aoki has a wealth of knowledge and experience in every aspect of the financial industry, which has prepared
Outside Director	him to supervise management accurately and fairly in such ways as by sharing his opinions with management
from a broad perspective. He can be expected to fulfill the duties of outside director by drawing on his extensive
Shuhei Aoki
knowledge and experience in the financial field to provide accurate advice, and to supervise the Bank's
	management from an independent, objective standpoint.
	In addition to her extensive experience as a corporate executive, Mrs. Nakayama currently serves as outside
Outside Director	director and outside corporate auditor for three listed companies. She was appointed to the position of independent
outside director because of her wealth of knowledge and deep insight. She is expected to apply her diverse range
Kozue Nakayama
of knowledge and experience to contribute to regional development and to provide advice on the Bank's efforts to
	promote diversity, as well as to supervise the Bank's management from an independent, objective standpoint.

Nanto Report 2022, the integrated report of Nanto Bank 47

Support for Value Creation

Corporate Governance

Corporate Governance

Operational status of the Board of Directors

The Board of Directors is responsible for making important decisions promptly in our highly uncertain operating environment as well as for supervising management. To enhance the effectiveness of these functions, the Board seeks to improve its deliberations, particularly with respect to outside directors and outside corporate auditors, by explaining the matters to be deliberated in advance of meetings of the Board of Directors.

The Board of Directors holds opinion exchange meetings, moreover, to discuss important management issues and medium- to long-term themes after resolutions are made and reports compiled. The directors engage in lively discussions at these meetings, especially the outside directors, who offer their opinions from various perspectives.

Number of Board of Directors meetings and main subjects of discussion

Board of Directors Meeting	Chairman President	Times convened	12
	Main items for deliberation
	•Action plans for the current fiscal year based on the Management Plan	•Construction of a new main building and reorganization of the branch network
	and monitoring of progress		•Review of shareholder return policy
	•Initiatives to address issues related to sustainability		•Evaluation of the Board of Directors' effectiveness and follow-up activities
	•Ensuring diversity in core human resources
	Opinion-exchange session	Chairman President	Times convened	8
	Main issues discussed
	•Current status and issues of the Bank with respect to the	•Response to the revised Principles for Customer-oriented Business Management
	revised Corporate Governance Code	•Status of new business initiatives
	•Reconsideration of interim targets in the current Management Plan

Number of Nominating and Compensation Advisory Committee meetings and main advisory matters

Nomination and Compensation CommitteeChairman Matazaemon Kitamura (Outside Director) Times convened 7

Main consultation contents

•Proposals of candidates for the Board of Directors to be presented to the General Meeting of Shareholders

•Formulation of the skills matrix required for Board of Directors' membership

•Review of the directors' compensation system, including introduction of performance-linked compensation

•Policy on determining compensation, etc., for individual directors

Compensation for directors

The Bank has established the following policy for determining the content of compensation, etc., for each individual director ("determination policy" hereinafter).

Basic policy

The compensation system is designed to encourage directors to conduct management from a medium- to long-term perspective, and to enhance their awareness of their duty to contribute to improving the Bank's performance and increasing its corporate value over the medium to long term. As a basic policy, compensation for each director shall be set at an appropriate level determined by the Board of Directors once a year following deliberation and reporting by the Nomination and Compensation Advisory Committee.

More precisely, directors' compensation comprises fixed monthly compensation and performance-linkedstock-based compensation, while compensation for outside directors, whose responsibility is limited to a supervisory function, comprises only monthly compensation determined in consideration of their duties.

Total amounts and types of compensation paid to the Bank's directors and corporate auditors

Classification	Number of	Total
compensation,	Total fixed		Stock-	Total variable			Retirement
recipients	Basic	Basic
	etc.	compensation	compensation	compensation	Bonuses	benefits
		compensation	compensation
					stock options
Eligible directors	11	232	210	206	3	22	22	-	-
(excluding outside directors)

(Notes) 1. Total compensation includes 24 million yen in deferred compensation accrued during the current fiscal year.

1. The Bank has introduced performance-linked stock compensation for directors (excluding outside directors and non-residents of Japan). Perfor- mance-linked compensation here is the amount recorded as expenses for the fiscal year under review.
2. Stock-compensationstock options were discontinued as of August 31, 2021.

48 Nanto Report 2022, the integrated report of Nanto Bank