Corporate Governance

Basic approach

The company and all group companies regard strengthening and enhancing corporate governance as one of the most important management priorities. We have drawn up a basic policy - our management philosophy - covering all our activities including the formulation of management strategies and making management decisions. We share basic values and a sense of ethics through the Hokuhoku Financial Group Code of Conduct, and endeavor to increase corporate value and realize solid management aimed at contributing to the development of the Hokuriku and Hokkaido regions.

Corporate Governance

We have established a framework that enables quick decision-making, with the Shareholders’ Meeting and Board of Directors at the top of the framework, and day-to-day operational authority delegated in accordance with internal rules. Bodies such as the Management Committee are able to respond quickly to specific and expert matters based on basic policies established by the Board of Directors. Furthermore, separate from the Management Committee, we have established a Fiduciary Duty Promotion Committee, a Sustainability Promotion Committee, Group management strategy committee and ALM・Risk management committee.
The company adopts Audit and Supervisory Committee system and also appoint outside directors. Additionally, in order to bolster our group governance framework and, ensure that operations are managed appropriately as a holding company, people from each of our principal subsidiaries, The Hokuriku Bank and The Hokkaido Bank, are appointed as directors at the other bank to promote mutual understanding and mutual checks and balances.
In this way, in addition to having established this framework to enable the cycle of effective decision-making, implementation, evaluation, and improvements, the Board of Directors decides the basic policy on internal controls, to create an effective internal control system

Important organization

1. 1.Board of Directors

   Responsible for decisions related to important policies for management of the group as a whole, and for overseeing business management, risk management and auditing carried out by the holding company and its subsidiaries.
   Five outside directors are appointed and contribute to strengthen the function of the Board of Directors by incorporating perspectives that are independent from management.

2. 2.Audit and Supervisory Committee

   Determines matters related to auditing policies, plans and methods, and matters related to the execution of duties of directors serving as Audit and Supervisory Committee members. Also conducts audit on the performance of duties by directors, and determines opinions related to the nomination, compensation, etc., of directors other than those serving as Audit and Supervisory Committee members.

3. 3.Nomination and Compensation Committee

   Composed of a minimum of three directors, the majority of whom are outside directors. Provides appropriate advice in matters related to personnel and remuneration for directors and senior management.

4. 4.Management Committee

   Comprised of full-time directors of the company, makes decisions on matters relating to overall business execution policies and matters related to the implementation of particularly important tasks by specific divisions based on the basic policies determined by the Board of Directors.

5. 5.Fiduciary Duty Committee

   Comprised of full-time directors of the company, the directors and general managers of responsible departments, and the general managers of the responsible department of some subsidiaries (the banks and the securities company), and confirms and evaluates the state of practice of customer-oriented work operations throughout the group, and considers the handling and improvements required.

6. 6.Sustainability Promotion Committee

   Comprised of full-time directors of the company, the directors and general managers of responsible departments, considers the direction of sustainability management for the entire group.

7. 7.Group Management Strategy Committee

   Comprised of full-time directors of the company and the presidents of subsidiaries, responsible for making sure that important issues and management policies for the entire group are widely known and understood, and reflected in appropriate business execution by confirming the state of management of each company

8. 8.ALM Risk Management Committee

   Newly established. Met for the first time in May 2024. Comprised of the directors and general managers of the responsible departments of the company and the subsidiary banks, recognizes and manages the ALM and risk management of each group company in an integrated fashion from an overall group perspective, and considers various policies for securing the soundness of group management and the improvement of profitability.