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/99KB)
• (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/587KB)

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 the Bank’s Board of Directors in FY 2023

Every year, the 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 FY2023 is as below.

[Evaluation Method]

At the meeting of independent outside directors held in July 2023, the members confirmed the validity of the effectiveness evaluation process, including the approach of using a third-party evaluation organization. As a result, we recognized the importance of discussions among directors in addition to the effectiveness of the existing self-evaluations. In regard to the effectiveness evaluation of the Bank’s Board of Directors in FY2023, we have therefore concluded this approach should be continued upon further enhancing the self-evaluation method.

○ Process

(1)

At the meeting of independent outside directors held in December 2023, members exchanged opinions regarding survey items intended to clarify the current awareness of the Board of Directors and its issues.

(2)

In January 2024, we surveyed all directors regarding the composition and management of the Board of Directors and each committee, the provision of information to and the support system for the outside directors, collaboration between the Board of Directors and each committee, and the overall evaluation.

(3)

In February 2024, we provided the results of the effectiveness evaluation survey and the awareness of issues at a meeting at which all directors were present.

(4)

In March 2024, we inquired of the executives (members of the Executive Committee) opinions and expectations to the Board of Directors.

(5)

In light of the discussion details in (3) and the opinions and expectations in (4), at the Board of Directors held in March 2024, members discussed the issues faced by the Board of Directors and the related improvement proposals.

(6)

At the Board of Directors held in April 2024, members resolved the effectiveness evaluation of the Board of Directors for FY2023.

○ Survey 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 and information provided from each committee to the Board of Directors
• Overall evaluation
• *  The evaluation method uses a five-step scale for each question. An optional comment field is included for each item.

[Status of improvements made in response to the FY2022 effectiveness evaluation results]

In light of the effectiveness evaluation results for the Board of Directors in FY2022, the Board of Directors and the Board of Directors Office engaged in the following initiatives during FY2023.

○ Initiatives to further enhance strategic discussions

• Based on the standards for the matters to be resolved and reported at the Board of Directors that were revised in FY2022, we narrowed down the agenda items. On the other hand, we enhanced discussions on important matters.
• Following on FY2022, we prepared executive summaries using a common format and worked to provide information that clarified discussion points.

○ Initiatives utilizing the knowledge of independent outside directors

• We enhanced dialogue between stakeholders and independent outside directors by participating in round table discussions on the themes of management and women’s empowerment, and in IR activities (ESG briefings).

○ Initiatives to support specialized knowledge acquisition by independent outside directors

• We shared the status of discussions at the Executive Committee and other executive-side meetings with independent outside directors.
• We provided opportunities for directors who are not members of the Risk Committee to attend the Risk Committee, which is an advisory body to the Board of Directors.
• Independent outside directors exchanged information and shared awareness on the Bank’s governance at meetings of independent outside directors. Moreover, we expanded opportunities to participate in various training programs (cyber security, measures against money laundering, human rights, etc.).

[Summary of the FY2023 Board of Directors Effectiveness Evaluation Results]

As a result of analyzing and evaluating the Board of Directors in light of the above initiatives, we have concluded that the effectiveness of the FY2023 Board of Directors as a whole has been ensured.

○ Analysis and Evaluation

• The Bank’s Board of Directors comprises a majority of independent outside directors with diverse knowledge and experience, and from the perspective of ensuring the propriety of operations, the Board appropriately supervises business execution.
• We evaluate that the agenda items are generally appropriate as a result of organizing the matters to be resolved and reported at the Board of Directors. In FY2023, the Board of Directors held active discussions regarding revisions to the Medium-term Management Plan, the compliance system, the human resource strategy and other important matters involving management strategies.
• In regard to providing information to independent outside directors, we have found prior explanations to be sufficient and reports on important information to have been made in a timely manner.
• In regard to the statutory and voluntary committees, a majority of directors made positive evaluations concerning the frequency and content of meetings (meeting frequencies - Nomination Committee: 8 times, Compensation Committee: 5 times, Audit Committee: 14 times, Risk Committee: 7 times).

[Initiatives for the future]

The Bank’s Board of Directors and the Board of Directors Office will engage in the following initiatives to further improve effectiveness.

• In light of the opinion that the Board of Directors must engage in focused, ongoing discussions regarding Group governance, business portfolios, human capital management, and other matters targeting the Bank’s sustained development, we will seek to further narrow down the agenda for the purpose of ensuring sufficient time to discuss important matters, and engage in systematic discussions of these.
• In light of the opinion that there is room for improvement regarding the method for reporting the response status to director’s opinions and advice, we will strive to ensure the continuity and greater depth of discussions at the Board of Directors, by continuing efforts to make regular reports on response status to director’s opinions and reporting on the background to and investigation status of important matters on an individual basis.
• In light of the opinion that some committees should make more extensive reports to the Board of Directors, we will first organize the matters for which each committee is responsible, enhance reports to the Board of Directors, and consider information sharing methods.
• In regard to matters to be reported, we previous efforts to clarify discussion points, including introducing executive summaries, have had some positive outcomes. However, in light of the opinion that there is still room for improvement, we will strive to further clarify discussion points by further improving the format, ensuring compliance to rules, and providing more concise explanations.

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