Corporate Governance Report

The Group has filed the Corporate Governance Report to TSE.

Please refer to the Group's Corporate Governance Report (as of 25 December 2024).

Disclosure based on the principles of the Corporate Governance Code

• Supplementary Principle 1.2.2 : Send Convening Notices For General Shareholder Meetings Early, Supplementary Principle 1.2.4 : Exercise of Shareholder Rights at General Shareholder Meetings
• Principle 1.4 : Cross-Shareholdings
  • Policy on nil ownership of politically held listed shares
• Principle 1.7 : Related Party Transactions
  • NSG Group Related Party Transactions Policy
• Supplementary Principle 2.3.1 : Sustainability Issues, Including Social and Environmental Matters
  • Materiality
• Supplementary Principle 2.4.1 : Ensuring Diversity, Including Active Participation of Women
  • Integrated report
• Principle 2.6 : Roles of Corporate Pension Funds as Asset Owners
• Principle 3.1 : Full Disclosure
  • (i) Business principles, business strategies and business plan
  • Management principles "Our Vision"
  • New medium term management plan "2030 Vision: Shift the Phase"
  • (ii) Basic views and guidelines on corporate governance
  • NSG Group Corporate Governance Guidelines
  • (iii) Policies and procedures in determining the compensation for the senior management and Directors
  • Policies and procedures in determining the compensation for the senior management and Directors
  • (iv)(v) Policies and procedures in the appointment and the dismissal of the senior management and the nomination of Director candidates
  • Policies and procedures for the appointment of the senior managers and nomination of the director candidates
• Supplementary Principle 3.1.2 : Full Disclosure
• Supplementary Principle 3.1.3 : Full Disclosure
  • The roadmap for carbon neutrality in 2050
  • Integrated report
• Supplementary Principle 4.1.1 : Roles and Responsibilities of the Board (1)
  • NSG Group Corporate Governance Guidelines
• Supplementary Principle 4.1.3 : Roles and Responsibilities of the Board (1)
  • Terms of reference of Nomination Committee
• Supplementary Principle 4.2.1 : Roles and Responsibilities of the Board (2)
  • Policies and procedures in determining the compensation for the senior management and Directors
• Supplementary Principle 4.2.2 : Roles and Responsibilities of the Board (2)
  • NSG Group Basic Policy on Sustainability
• Supplementary Principle 4.3.2, Supplementary Principle 4.3.3 : Roles and Responsibilities of the Board (3)
  • Terms of Reference of Nomination Committee
  • Policy and Procedure on Appointment and Dismissal of Executive Management
• Supplementary Principle 4.3.4 : Roles and Responsibilities of the Board (3)
• Principle 4.8 : Independent Directors
  • NSG Group Corporate Governance Guidelines (Articles 9, Articles 13)
• Supplementary Principle 4.8.1 : Independent Directors
• Principle 4.9 : Independence Criteria and Qualification of Independent Directors
  • Criteria of Independency for External Director at NSG
• Principle 4.10.1 : Use of Optional Approach
  • Terms of Reference of Nomination Committee
  • Terms of Reference of Compensation Committee
• Supplementary Principle 4.11.1 : Preconditions for Board and Kansayaku Board Effectiveness
  • Skill matrix（Notice of convening the ordinary General Meeting of Shareholders）
  • Policies for the appointment of the nomination of the Director candidates
• Supplementary Principle 4.11.2 : Preconditions for Board and Kansayaku Board Effectiveness
  • Concurrent positions held by Directors
• Supplementary Principle 4.11.3 : Preconditions for Board and Kansayaku Board Effectiveness
  • NSG Group Corporate Governance Guidelines (Articles 23)
  • Board of Directors Charter
• Supplementary principle 4.13.3 : Information Gathering and Support Structure
• Supplementary Principle 4.14.2 : Director and Kansayaku Training
  • Group Policy on Providing Adequate Training for Directors and Executive Officers
• Principle 5.1 : Policy for constructive dialogue with shareholders
  • NSG Group Policy on Constructive Dialogue with Shareholders
• Principle 5.2, Supplementary principle 5.2.1 : Establishing and Disclosing Business Strategies and Business Plan
  • New medium term management plan "2030 Vision: Shift the Phase"
• Taking actions to realize the company management with enhanced awareness of capital costs and stock prices
  • New medium term management plan "2030 Vision: Shift the Phase" (Page36)