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/123KB)
• (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/340KB)
• (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/1121KB)

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

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 member of the board of directors and discloses a summary of the results. The summary in FY2025 is as below.

1. Evaluation Method

(1)

Review of Evaluation Method

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

Timing	Procedure
July to August 2025	Discussed the use of a third-party evaluation organization (at the meeting of the Board of Directors).
December 2025 to January 2026	Exchanged opinions regarding survey items (at the meeting of independent outside members of the board of directors).
February 2026	Surveyed all the members.
March	Shared the results of the survey and awareness of issues with all the members. Sought executives’ opinions and expectations on the Board of Directors. Discussed measures for improvement in response to the awareness of issues (at the meeting of the Board of Directors).
April	Resolved the evaluation of effectiveness of the Board of Directors for FY2025 (at the meeting of the Board of Directors).

(2)

Survey Items

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

• Role of the Board of Directors
• 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 (meeting duration, materials, etc.)
• Status of discussions at the Board of Directors (appropriateness of matters to be resolved and reported on, deliberation of matters related to management strategy, appropriate supervision, etc.)
• Support system for outside members of the board of directors through advance explanations, information provision, etc.
• Collaboration between the Board of Directors and each committee
• Overall evaluation

2. Overview of the Evaluation Results

In FY2025, the Board of Directors placed particular emphasis on conducting an analysis of the internal and external environment with a view to formulating the new Medium-term Management Plan, building a value creation story that leverages the Bank’s strengths, and presenting a general direction in terms of corporate strategy and other matters.

(1)

Results of the Evaluation of the Effectiveness of the Board of Directors in FY2025

The results of the analysis and evaluation confirmed that the members with diverse experience expressed their opinions based on their respective expertise and engaged in strategic discussions at the meetings of Board of Directors, and that a certain level of results has been achieved in response to the issues identified in last fiscal year’s evaluation. Based on this, the Bank determines that the effectiveness of the Board of Directors in FY2025 as a whole has been ensured.

(2)

Response to Issues Identified in the FY2024 Evaluation

1. Further enhancing strategic discussions
   • Held monthly deliberations from July 2025 onward with a view to formulating the new Medium-term Management Plan. Newly established a Medium- to Long-term Vision through forecasting based on changes in the internal and external environment and back casting from the Bank’s purpose and management philosophy, and discussed a range of business strategies and capital policies from multiple angles.
   • In light of the steady progress made in implementing the previous Medium-term Management Plan, actively discussed capital strategy matters, such as share buybacks and revisions to earnings and dividend forecasts, including by convening extraordinary meetings of the Board of Directors.
2. Further improving the governance system in response to changes in the internal and external environment
   • Appropriately supervised the strengthening of the management system for post offices, to which the Bank has outsourced its bank agency services, through timely reports to the Board of Directors and exchanges of opinions with Japan Post Co., Ltd.
3. Establishing an environment that facilitates information gathering by outside members of the board of directors
   • Shared materials for items on the Board of Directors meeting agenda in advance, with the responsible department explaining key points.
   • Shared materials and minutes from executive meetings, including the Executive Committee, in a timely manner. Also established an environment that enables directors to review data related to management and business performance at any time.
   • Provided timely information on matters that could affect management, such as misconduct and system failures, including the status of their occurrence and response.
   • To further deepen understanding of the Bank, enhanced opportunities for training programs, seminars, and observations of the operations of each organization.

(3)

Issues Requiring Further Improvement

• Continued deliberation from a longer-term perspective regarding the Bank’s vision and approach to governance is needed.
• Sharing awareness of issues is important to support the executive side, including for executing the new Medium-term Management Plan and ensuring appropriate risk-taking, and exchanges of opinions between directors and the executive side need to be enhanced.

3. Initiatives for the Future

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

(1)

Continue discussions on the Bank’s future vision and management strategy from a long-term perspective.

(2)

Enhance exchanges of opinions with the executive side on management issues, in order to support appropriate risk-taking.In addition, in monitoring the progress of the new Medium-term Management Plan, provide appropriate supervision by understanding not only the KPIs but also the actual situations.

(3)

Further enhance the governance system by strengthening collaboration between the Board of Directors and each committee.

the Bank’s Board of Directors aims to achieve sustainable growth in corporate value 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