Basic Stance on Corporate Governance

With a view to its sustainable growth along with improvement of its corporate value over the medium to long term, JAPAN POST BANK attaches great importance to relationships with its all stakeholders, including shareholders, and will maintain its corporate governance system based on the following stance.

1. We will engage in constant value creation by providing banking services through the distribution network based on the post office, while continuously creating new convenience for customers, in pursuit of providing higher quality of service.
2. Fully recognizing fiduciary responsibilities to shareholders, we will give consideration to ensure the rights and equality of shareholders in an appropriate manner.
3. We will value the dialogue with all stakeholders including shareholders, and seek appropriate collaboration and sustainable coexistence therewith. To this end, we will ensure management transparency and strive for disclosure and provision of adequate information.
4. In order to promptly adapt to changes in economic and social environment and meet the expectation of all stakeholders, we will make swift decision-making in a firm attitude and conduct businesses under the effective supervision by the Board of Directors.

Basic Policy on Corporate Governance

Basic Policy on Corporate Governance (PDF/74KB)

Reference Information

• (Reference 1) Articles of Incorporation (PDF/413KB)
• (Reference 2) Status of Concurrent Positions of Directors
• (Reference 3) Regulations of the Board of Directors (PDF/87KB)
• (Reference 4) Management Philosophy
• (Reference 5) Medium-Term Management Plan (PDF/1,459KB)
• (Reference 6) Basic Policies for the Internal Control System (PDF/40KB)
• (Reference 7) Criteria for Election or Dismissal of Executive Officers (PDF/47KB)
• (Reference 8) Reasons for Electing Executive Officers (PDF/141KB)
• (Reference 9) Criteria for Nomination of Director Candidates (PDF/51KB)
• (Reference 10) Reasons for the Nomination as Candidate for Director (PDF/226KB)
• (Reference 11) Independent Director Appointment Standards (PDF/28KB)
• (Reference 12) Policy for Determining the Details of Individual Compensation for Directors and Executive Officers (PDF/48KB)
• (Reference 13) Basic Sustainability Policy (PDF/307KB)

Related Information

Policy for Determining Amount or Calculation Method of Compensation, etc., for Directors and Executive Officers

Corporate Governance Report

Corporate Governance Report (PDF/590KB)

Compliance with the Corporate Governance Code

The Bank has entirely implemented each principle of the Corporate Governance Code.

Strategic Shareholdings Policy

The Bank has prescribed the policy on strategic shareholdings as follows in the "Strategic Shareholdings" in the "Basic Policy on Corporate Governance".
In addition, the Bank does not hold listed shares as strategic shareholdings.

1. The Bank may hold strategic shareholdings when it recognizes the significance of such holdings, for example, it is deemed to contribute to the medium to long-term improvement of the Bank’s corporate value.
2. The Bank’s Board of Directors shall annually assess the appropriateness of holding listed shares, which are strategic shareholdings, from the perspective of economic rationality, such as return on capital requirements, and the purpose for holding such shares, such as the contribution to regional development and strengthening of long-term and stable business relationships. Furthermore, the Bank shall disclose results of the assessment.
3. The Bank shall comprehensively decide whether to approve or disapprove of the exercise of voting rights for strategic shareholdings from the perspective of improving the medium- to long-term corporate value of the strategic shareholding company and the Bank. Of these, the Bank shall decide whether to approve or disapprove proposals that it believes will have a significant impact on their corporate value, etc., through means such as dialogue with the strategic shareholding company, as required.

Evaluation of Effectiveness of Japan Post Bank’s Board of Directors in FY2025/3

Every year, Japan Post Bank’s Board of Directors analyzes and evaluates the effectiveness of the Board of Directors and each committee based on the self-evaluation of each director and discloses a summary of the results. The summary in FY2025/3 is as below.

1. Evaluation Method

(1)

Review of Evaluation Method

At the meeting of independent outside directors, the members reviewed the evaluation method and considered the approach of using a third-party evaluation organization. However, the members determined that, at this point in time, the existing method of self-evaluation conducted through a survey and discussions among directors is appropriate. Therefore, the Bank has conducted the evaluation based on the following procedures.

Timing	Procedure
December 2024	Exchanged opinions regarding survey items (at the meeting of independent outside directors).
January 2025	Surveyed all directors.
February	Shared the results of the survey and directors’ awareness of issues with all directors.
March	Sought executives’ opinions and expectations on the Board of Directors. Discussed the issues faced by the Board of Directors and the related improvement proposals, based on the results of the survey and awareness of issues (at the meeting of the Board of Directors).
April	Resolved the evaluation of effectiveness of the Board of Directors for FY2025/3 (at the meeting of the Board of Directors).

(2)

Survey Items

The survey items fall under the following categories. A five-step scale is used for answering each question, with an optional comment field included for the relevant items.

• Composition of the Board of Directors and each committee (number of members, composition ratio, diversity of knowledge and experience, etc.)
• Management of the Board of Directors (appropriateness of matters to be resolved and reported on, materials, establishment of an environment that emphasizes free and easy discussion, etc.)
• Information provided to and support system for outside directors
• Collaboration between the Board of Directors and each committee
• Overall evaluation

2. Overview of the Results of the evaluation of effectiveness

(1)

Results of the evaluation of effectiveness of the FY2025/3 Board of Directors

The results of the analysis and evaluation confirmed that the directors, whose experience is diverse, expressed their opinions based on their respective expertise and engaged in strategic discussions at the Board of Directors meetings, and that they are making ongoing efforts to address the issues identified in last fiscal year’s evaluation. Based on this, the Bank determines that the effectiveness of the FY2025/3 Board of Directors as a whole has been ensured.
On the other hand, in light of the discovery of the improper use of non-public financial information at post offices,^* we recognize that there is room for improvement in the provision of important information to the Board of Directors pertaining to the execution status of services at post offices.

• A case in which post offices used non-public financial information on customers' savings, without obtaining prior consent from the customers, and invited customers to the post office for the purpose of soliciting sales of Japan Post Insurance products as well as Japanese government bonds, investment trusts, etc.

(2)

Response to issues identified in the FY2024/3 evaluation

1. Further enhancing strategic discussions
   • We held several discussions on the direction of the management strategy, based on an analysis of the internal and external environment over the long term.
   • In regard to ongoing agenda items, we detailed the status of responses to the opinions and recommendations of the Board of Directors in particular, and regularly checked on progress.
2. Further strengthening collaboration with the respective committees
   • In regard to reports from committees to the Board of Directors, in light of the opinion that some committees should make more extensive reports to the Board of Directors, we first clarified the matters for which each committee is responsible, then revised the regulations and enhanced reports.
3. Further enhancing the specialized knowledge by independent outside directors in relation to the Bank’s business operations
   • To further deepen knowledge of the Bank’s business operations, we enhanced opportunities for independent outside directors to participate in training programs and seminars, and to observe the operations of each organization.

3. Initiatives for the Future

Based on the results of this evaluation, the Bank’s Board of Directors will engage in the following initiatives to further improve effectiveness.

(1)

Further enhance strategic discussions for the purposes of monitoring the progress of the current Medium-term Management Plan and identifying policies for important issues with a view to formulating the next Medium-term Management Plan.

(2)

Further enhance the governance system in response to changes in the internal and external environment.

(3)

Establish an environment that facilitates the gathering of information on management environment surrounding the Bank and the status of its operations, so as to enable independent outside directors to fulfill their expected roles.

Furthermore, we recognize the importance of strengthening the Bank’s management system to better oversee post offices, to which the Bank has outsourced its bank agency services, and we will monitor its status appropriately within the Board of Directors as well.

The Bank’s Board of Directors aims for sustainable corporate value growth by engaging in efforts to further vitalize discussions at the Board of Directors and further enhance the supervisory function through these initiatives.

Related Information

ESG Data - Corporate Governance