The following are regarded as main risks that managers could make a significant influence on the financial position, business performance and cash flows of consolidated subsidiaries. Matters concerning the future and the recognition of risks in the text are those determined by the Group as of the date of the submission of the Financial Report (June 23, 2020). The followings, however, does not cover all risks. Risks that are unpredictable or deemed insignificant at this point in time could have an impact on businesses in the future.
The Group’s risk categories, main risk items, and basic response policies are as follows.
|(A)||Investment risk||Risk related to individual investments (real estate investment, strategic investment (M&A), etc.)|
|(B)||External risk||Risk related to external factors influencing business|
|(C)||Disaster risk||Risk caused by disasters that have a large impact on customers and business continuity|
|(D)||Internal risk||Operational risk occurring at the Company and each group company|
|Risk Category||Main Risk Items||Basic Response Policies|
|(A)||Investment risk||1)||Risk associated with real estate investment||Make appropriate responses to risk items for which returns shall be obtained according to the level of risk|
|2)||Risk associated with strategic investment (M&A) and new businesses|
|(B)||External risk||3)||Risk associated with market changes|
|4)||Risk caused by changes in economic conditions|
|5)||Risk caused by changes in political/social conditions/systems (law, tax system, accounting, others)|
|6)||Risk from lagging behind innovation and changes in the social structure related to the business||Make appropriate responses to risk items that results in reduced competitiveness and lost opportunities|
|(C)||Disaster risk||7)||Risk caused by disasters (earthquakes, typhoons, floods, tsunamis, volcanic eruptions, major fires, epidemics of infectious diseases, etc.) that have a major impact on customers and business continuity||Make appropriate responses to risk items for which that should be responded to and managed so that the risk does not materialize or the risk is minimized when it materializes|
|(D)||Internal risk||8)||Risk of violations of laws and ordinances|
|9)||Risk of quality defects|
|10)||Risk of occurrence of information system crisis|
|11)||Risk of inadequate response to matters related to human resources|
|12)||Risk of occurrence of fraud and negligence|
The details of each major risk item and main initiatives are as follows.
|Risk item||1) Risk associated with real estate investment||Risk Category||(A) Investment risk|
|Risk details||In the real estate investment and development business carried out by the Group, there are cases in which business does not proceed as planned due to such factors as unexpected soil pollution, delays in obtaining permits and licenses, and the need for additional construction. In such cases, the occurrence of changes in the initial business schedule, delays in completion and recognition timing, and additional costs could affect the Group’s financial position and business performance.|
|Main initiatives||Decisions on the real estate investment/development business are made at the meetings such as the Management Committee or the Board of Directors of the Company or of group companies upon identifying, analyzing and evaluating risk in advance and considering risk taking or risk avoidance policies. In particular, for soil pollution the Company implements a historical survey and a pollution survey in advance and if pollution is confirmed the Company will cease the acquisition of the land or have the pollution removed by a external specialist. Moreover, following the acquisition of the land for development, the department in charge of the business ascertains the risk of any schedule delay and the state of construction costs. Should an especially an important event occur, the department shall report this to the Management Committee or the Board of Directors of the Company or group companies when necessary and respond to the issues.|
|Risk item||2) Risk associated with strategic investment (M&A) and new businesses||Risk Category||(A) Investment risk|
|Risk details||The Group positions M&A as one of its growth
strategies and aims to enhance the corporate
value of the Group by implementing M&A for
which synergies can be expected. However,
the inability to achieve profit growth from
the M&A target companies and synergies
expected could affect the Group’s financial
position and business performance.
The Group goes beyond the existing business domains to explore opportunities in new businesses as well as examines and makes investments in new asset types. However, the inability to execute business according to original plans or achieve synergies with group companies could affect the Group’s financial position and business performance.
|Main initiatives||In executing M&A, the main investment targets
and investment purposes shall be defined. At the
same time, factors such as the synergies with
the Group’s existing businesses, business plans,
financial details, and contract-related matters shall
be carefully examined and considered and M&A shall
be implemented when it is determined that this will
contribute to the Group’s business results in the future.
In addition, after the M&A is executed, the Board of
Directors or the Management Committee shall regularly
monitor the status of the integration process between
the target company and the Group, management
issues, and response policies.
In considering new businesses, the Company carefully investigates and examines the synergies with the Group’s existing businesses as well as business plans. A new business is commenced when judgement is made that it will contribute to the business performance of the Group in the future. After entering a new business, its performance is regularly monitored, and if deemed necessary to make modifications or a re-start, it will put to deliberation by the Board of Directors or Management Committee.
|Risk item||3) Risk associated with market changes||Risk Category||(B) External risk|
|Risk details||The Group carries out a variety of real estaterelated businesses and any changes in the business environment or market conditions in each business could have an impact on the Group’s business performance. In addition, changes in economic conditions or the occurrence of disasters could have an impact on the business environment or market conditions of real-estate related businesses. In the Residential Development Business Unit, a decline in customer desire to purchase leads to a decrease in sales prices and an increase in inventories and this could result in a situation whereby expected profits under the business plan cannot be secured and valuation losses on inventories held are recorded. In Commercial Real Estate Business Unit, a decline in rent levels, a rise in vacancy rates and increase in the CAP rate that leads to a decline in asset price could result in a situation whereby expected profits under the business plan cannot be secured and valuation losses on inventories and non-current assets held are recorded. In addition, a decline in demand in the real estate transaction market, a share price decline in the REIT market, a decline in demand for investment funds, and a rise in construction cost could have an impact on the Group’s financial condition and business performance.|
|Main initiatives||The Group regularly updates its awareness of the external environment of each business and works to ascertain impacts on business results, monitor the progress of business and improve precision. When making investment decisions in the real estate investment/development business, our basic policy is to understand and forecast the current and future market conditions and confirm past market trends and curb to a certain extent the impact from changes in market conditions. Moreover, we formulate an investment budget upon undertaking risk assessment to secure a certain shareholders’ equity ratio even if market conditions change rapidly. Since the impact of COVID-19 on the real estate-related business environment and market emerged from the last part of this fiscal year ended March 31, 2020, the Group has continued to verify the impact on each business according to each business characteristic. In addition, when making investment decisions at each Group company, we are reviewing the operation of certain internal rules such as investment standards and responding to risk arising from market changes.|
|Risk item||4) Risk caused by changes in economic conditions||Risk Category||(B) External risk|
|Risk details||Domestic and overseas economic recessions, an increase in funding costs due to rising market interest rates, fluctuations in yendenominated investments and recovered amounts, or amounts of foreign currency assets and liabilities on the consolidated financial statements due to fluctuations in exchange rates could have an impact on the Group’s financial condition and business performance.|
|Main initiatives||Regarding changes in economic conditions, the Group regularly updates its awareness of the external environment and works to ascertain impacts on business results. In addition, since the emergence of the impact of COVID-19, we are paying particularly close attention to trends in corporate earnings, personal income and consumption. In our funding through borrowings, we respond to the risk of rises in short-term interest rates by using mainly long-term and fixed-rate borrowings. For foreign exchange fluctuation risk, we have established a foreign exchange hedging policy that considers the types of businesses we undertake overseas and we operate in accordance with this policy.|
|Risk item||5) Risk caused by changes in political/social conditions/ systems (law, tax system, accounting, others)||Risk Category||(B) External risk|
|Risk details||Various types of laws and regulations in Japan
and overseas are applicable to each of the
Group’s businesses. For example, in addition
to the the Real Estate Brokerage Act and
the Building Standards Act, other real-estate
related laws and regulations as well as the
Financial Instruments and Exchange Act are
applicable in Japan. In case there are changes
or additions to these laws and regulations or
other laws and regulations become applicable
due to an expansion in the business scope
in the future they could have an impact on
the Group’s financial position and business
Also, in the case of changes to various tax systems and accounting systems in Japan and overseas that have an impact on the real estate business, the resulting increased costs for acquiring, holding, and selling assets, a decline in customer desire to purchase, a shift in corporate facility strategy, and revision of investment plans could have an impact on the Group’s financial position and business performance.
Overseas, there are risks specific to each country’s social situations and risks related to laws, regulations and tax laws different from those in Japan. In the case of changes in social situations or changes or the establishment of laws, regulations and tax laws that have been unexpected at the beginning of conducting business in each country, the occurrence of new obligations and expenses as well as obstacles to promote business could have an impact on the Group’s financial position and business performance.
|Main initiatives||We collect and analyze information on trends in various
laws and regulations, tax systems and accounting
systems from industry groups, external experts,
business partners, and consider responses at each
of the Company’s respective organizations on the
“second line” and discuss those matters expected
to have a significant impact at the Board of Directors
or the Management Committee depending on the
details. During this consolidated fiscal year, we held
discussions on “Response to the Reform of the
Japanese Civil Code (Law of Obligations).
Moreover, in overseas business, we set up a country-specific investment limit in accordance with the Group’s financial risk allowance after conducting investigations and analyses of each country’s social situations. In addition, we seek the knowledge of external experts regarding applicable laws, regulations and tax laws when starting a business overseas, and after starting a business we regularly confirm the state of changes to important related laws and regulations that have an impact on business strategy, revenue and expenditures, and progress in countries where we do business and in the case there are any changes discussions are carried out at the Board of Directors or the Management Committee upon evaluating the impact and discussing response policies.
|Risk item||6) Risk from lagging behind innovation and changes in the social structure related to the business||Risk Category||(B) External risk|
|Risk details||Should technological innovation or the emergence of innovative new participants in a variety of real estate-related businesses that the Group engages in result in a large change in the industrial structure or business environment and the Company is late in responding to changes in customer needs accompanying changes in the social structure, the Company’s competitive advantage could decline and this could have an impact on the group’s financial position and business performance.|
|Main initiatives||Amid the changing business environment, the Group has created unique new value and provided this to society and its customers by leveraging its strengths that include real estate development capabilities based on market-in approach and its commitment to the quality in urban development and real estaterelated services. To further enhance this strength, we have established the ICT & Innovation Planning Department and this department is undertaking R&D in new business domains and planning, promoting and supporting the emergence of innovation and ICT digital strategies. We have also established Business Idea Proposal System that enables employees of each Group company to make proposals on new businesses that transcend the framework of their everyday work and promote new businesses and the commercialization of new products and services. Moreover, we will make efforts to create a corporate culture that takes on the challenge of realizing value creation by promoting reforms and strengthen Group collaboration through the Nomura Real Estate Group Award, an award system within the Group. We are also making efforts to create new business by collaborating with venture companies possessing innovative technologies and services through corporate venture capital.|
|Risk item||7) Risk caused by disasters (earthquakes, typhoons, floods, tsunamis, volcanic eruptions, major fires, epidemics of infectious diseases, etc.) that have a major impact on customers and business continuity||Risk Category||(C) Disaster risk|
|Risk details||Large earthquakes, storms and flood damage,
and infectious disease epidemics could make
it difficult for the Company and its business
partners to undertake normal business and
there could be cases of the occurrence of the
risk of loss of earnings and the risk of delay
of earnings. Risk of loss of earnings include
decreases in leasing revenue and operational
revenue due to the suspension of operations
or restrictions on facilities that the Group owns
and operates and a decrease in income due to
the loss of business opportunities.
Moreover, risk of delay of earnings include changes in sales recording period due to the suspension of operations for housing sales and changes in the timing of sales recording/completion due to the extension of construction periods owing to such factors as suspension of construction by contractors and these could have an impact on the Group’s business results and financial condition. In addition, natural disasters such as earthquakes, fires, storms and floods, or sudden accidents, could result in damage or loss of real estate owned, operated or managed by the Group and this could have an impact on the Group’s financial condition and business performance.
|Main initiatives||The Group recognizes an increase in occurrence of
various disasters as an important social issue. Based
on discussions with government and disaster prevention experts, we are working to ensure the safety and
security when a disaster occurs. If a disaster occurs,
we engage in disaster prevention activities so that its
impact is minimized and the Group and its employees can continue business and a normal life. At the
same time, we have formulated a business continuity
plan (BCP) and action plan and engage in initiatives
related to the Group’s business continuity.
In preparing for an earthquake that directly hits under
the Tokyo Metropolitan Area, we have established a
BCP, set up an emergency chain of command, and
assigned duties to ensure business continuity, and
established a system to minimize the impact of disasters. Furthermore, once per year we hold Disaster
Task Force Establishment Drills to confirm responses
prescribed in the BCP (assuring the safety of the lives
of executives and employees, establishing a chain of
command system, restoring business) as we prepare
Regarding an occurrence of earthquakes, fires, storms, floods, or other sudden accidents, we have set up regulations on how to respond to torrential rain and flooding, formulated a disaster prevention response manual, and created a disaster prevention guidebook for distribution to residents, management associations, tenants, and facility users in the properties we own to ensure their safety and bring them peace of mind when a disaster occurs.
〈Matters related to COVID-19〉
Based on the BCP that had been formulated to respond to a new influenza outbreak, we established a basic policy for the Group’s countermeasures and continuously update it. At the beginning of March 2020, we established a task force chaired by the Group CEO, gathered information from government and administrative authorities, and considered and implemented measures that place top priority on ensuring the health of customers, employees and their families and preventing the spread of infection while considering and implementing countermeasures for business continuity. From the perspective of preventing the spread of infection, we decided to suspend the operation of fitness clubs and defer or reduce rent payments to a certain level to provide support for the business continuity of tenants who were impacted by the closure of commercial facilities at the government’s and local authorities’ request. Including the hotel business, which was directly affected by a significant decrease in the number of tourists, many businesses have experienced a temporary decline in revenue. However, these corporate actions align with our approach to promote the Company’s sustainability and CSR efforts, which are to resolve social issues through business activities and respond to customer needs, and therefore contribute to enhance corporate value in the medium to long term.
|Risk item||8) Risk of violations of laws and ordinances||Risk Category||(D) Internal risk|
|Risk details||In the real estate brokerage business, the main business of the Group, there are cases when the Company receives administrative sanctions from government authorities due to a violation of laws such as an error in explaining important matters to customers, misrepresentation of facts, or non-notification of disadvantageous matters. Also, in the case the Group violates the Building Standards Act, the Financial Instruments and Exchange Act, Companies Act, Act on the Protection of Personal Information, Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, and other laws related to the Group’s business, the loss of the Group’s credibility and the imposition of fines could have an impact on the Group’s business performance.|
|Main initiatives||The Company has formulated the Nomura Real Estate Group Code of Action that defines the basic code of actions for executives and employees, including complying with laws and regulations and acting with higher ethical standards, and prescribed internal rules. We are making efforts to familiarize employees with the Code of Action and internal rules through periodic training, promote education on an ongoing basis and facilitate enlightenment. For primary laws such as the Real Estate Brokerage Act, we formulate a business work flow specific to each law to ensure legal compliance, ensure a thorough awareness through training and on-the-job training (OJT), and implement regular voluntary inspections for compliance.|
|Risk item||9) Risk of quality defects||Risk Category||(D) Internal risk|
|Risk details||In case of deficiencies such as design and construction defects in the Group’s real estate development business or in the case of a management deficiency in the properties for leasing or under management, the loss of trust in the Group, unexpected costs and delays in development plans and operation plans could have an impact on the Group’s business performance.|
|Main initiatives||In the real estate development business, to secure quality in design and construction upon placing an order for the design and construction work of a building with a third party who has a certain level of creditability and technical capabilities, the Group prescribed the Design and Construction Standards (structure, construction, equipment, and electrical) and the Quality Manuals and ensure thorough compliance from the parties with which we order design and construction work while also checking the state of construction and carrying out quality inspections as the ordering party. Regarding leased and managed properties, we will prepare business standard documents related to property management and safety and temporary construction guidelines for repair work as we undertake business. We will also provide property insurance for damages in the unlikely event of a deficiency or accident.|
|Risk item||10) Risk of occurrence of information system crisis||Risk Category||(D) Internal risk|
|Risk details||To achieve sustainable growth as the
diversity of products and services provided
to customers increases, the Group believes
it must further improve productivity and work
efficiency and is actively utilizing the benefits
of the Internet (the Cloud) (speed, flexibility,
cost) for establishing an ICT environment and
promoting DX to achieve these improvements.
In addition, the Group handles a large volume
of personal information in each business due
to necessity in executing business.
For this reason, in the unlikely case the Company’s system cannot be used normally or in case personal information is leaked to the outside due to unexpected circumstances such as cyberattacks and unauthorized access, the loss of credibility and the resulting decrease in sales and damage compensation costs could have an impact on the Company’s business performance.
|Main initiatives||As we actively promote initiatives that utilize information
systems and ICT, we believe that ensuring information
security will be of unprecedented importance and
we have strengthened measures to restrict access
via Internet connections as well as measures for log
management and the loss of information devices
and are progressing with the establishment of an
ICT environment in preparation for cyberattacks and
The Company is also striving to comply with relevant laws and regulations for personal information and to ensure proper handling of this information. Moreover, with the aim of realizing organized management of information and maintaining and improving security levels within the Group, we have prescribed the Information Security Regulations and the Information Handling Guidelines, regularly provide education and enlightenment to our employees, protect the rights and interests of our customers and ensure the stable operation of an ICT environment within the Group. In addition, the Company has cyber insurance in preparation for an unlikely accident such as an information leakage.
|Risk item||11) Risk of inadequate response to matters related to human resources||Risk Category||(D) Internal risk|
|Risk details||We regard human resources as our largest
asset and the source of new value creation
for the sustainable growth of the Group.
Therefore, in the event that the working hours
of Group executives and employees are
not properly ascertained and long working
hours damage the health of executives and
employees and we receive administrative
sanctions from government authorities
because our personnel system and its
operation do not comply with labor standards
and related laws and regulations, the outflow
of the Group’s human resources, the loss of
trust, and the imposition of fines could have an
impact on the Group’s business performance.
In terms of personnel and labor management at overseas bases, there is risk of administrative sanctions by government authorities for introducing or operating a system that violates local labor customs, the risk of losing know-how due to the retirement of local employees, and a risk that the health of employees will be damaged due to the lack of systems to provide appropriate support for living in a foreign country
|Main initiatives||The Group prescribes working with vigor and achieving
wellness as its action guideline. The Group aims to
provide wellness management so that all its executives
and employees can carry out their work energetically
and in good physical and mental health, which leads to
sustainable corporate growth.
To properly grasp working hours, we have introduced and operate an attendance management system and for particularly long working hours, this situation is monitored regularly. Furthermore, the compliance of our personnel system and its operation is regularly verified by outside experts to prevent the emergence of risks.
Moreover, overseas there are local laws, cultures, and customs. Therefore, we utilize the knowledge of external experts to build personnel/labor systems, establish consultation desks for staff stationed overseas, and provide services to help the staffs find, and provide support for visits to, medical institutions.
|Risk item||12) Risk of occurrence of fraud and negligence||Risk Category||(D) Internal risk|
|Risk details||Within the Group, risk could occur due to fraud perpetuated by executives and employees, information leakage due to improper management of information, and operational negligence. In the case this risk emerges, the loss of credibility and the resulting decrease in sales and damage compensation costs could have an impact on the Company’s business performance.|
|Main initiatives||Group executives and employees comply with laws and regulations as well as with the internal rules and regulations established by each company of Nomura Real Estate Group. Furthermore, we have established the Nomura Real Estate Group Code of Action with the aim of acting in accordance with even higher ethical standards, and we continuously provide education and enlightenment to executives and employee.|
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