Initiatives to Improve Corporate Value
G (Corporate Governance): Initiatives for Corporate Governance Evolution
Our initiatives to improve the effectiveness
of the Board of Directors' operations
Outside directors' meetings
✓ Outside directors conducted meetings on evaluation of the Board of Directors.
Actively discussed to further improve the effectiveness of
the Board of Directors.
✓ Held study sessions (on market-related topics)
and interaction meetings* with the attendance
of outside directors from RB and SR
Free discussion sessions
* A picture taken at the meeting
✓ Utilize input from outside directors into such key activities as strategies in
a timely manner
✓ In FY'22, held free-wheeling discussions on an ongoing basis to address such
subjects as the identification and organization of issues associated with various
business strategies toward the formulation of the new MMP
Onsite tours
✓ Facilitate understanding of the Resona Group's business operations
✓ Hosted a joint tour of the Osaka Head Office in Dec. 2022, with attendees including
outside directors from KMFG
Remuneration for directors and executive officers
Compensation system for executive officers
Position-based
Compensation
Annual incentive
Medium to long-term
incentives
Non-monetary compensation
Monetary compensation
(shares)
Fixed compensation
Performance-based compensation
Annual incentive
Annually examine the status of specific key indices
in terms of consistency with MMP targets
Corporate performance
Net income attributable to owners of
parent
Fee income ratio
Cost income ratio
Individual achievements
Evaluate the status of
initiatives aimed at helping
realize SDGs
Evaluate the status of
medium-to long-term
initiatives and
the degree of
accomplishment of annual
Succession Plan (introduced in Jun. '07)
Our mechanism for ensuring the succession of roles and responsibilities
to be borne by executive officers
The scope of the plan covers various candidates for HD, KMFG and group
banks, ranging from those who are presidents to those who are new
candidates for executive officers
■Candidates are classified by job rank and systematically undergo selection
and training programs
Selection process
• Advice from external consultants
•
Nominating Committee members
attend each program
→Secure a structure for transparent
and fair selection
C
Training process
Nurture individuals who embody
Resona's distinctive strength
Ideal traits of executive officer candidates
CET1 ratio
targets
Medium-to long-term incentives
Enhance linkage with shareholder value
Encourage efforts employing medium- to long-term perspectives to
improve corporate value
"Matrix-based Evaluation"
based on two indices
Relative TSR
(Relative to peers
in the banking
industry)
Consolidated
ROE (Based on
shareholders' equity)
"Board Benefit Trust"
Utilize a trust scheme
Grant shares
✓ Enhance linkage with
performance
Resona Holdings, Inc.
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