Risk Management

Governance

Risk Management Structure

To discuss various risks related to Group management, the Company has prescribed the Management Committee as the integrated risk management entity and operates a system to regularly monitor, evaluate, and analyze the state of main risks and to provide the necessary guidance and advice to each business unit and Group company while regularly reporting details to the Board of Directors.

A: Investment risks
B: External risks
Directly monitored by the Management Committee, which is the integrated management body.
C: Disaster risks
D: Internal risks
Regularly monitored, evaluated, and analyzed by the Risk Management Committee and established as a subordinate organization of the Management Committee. Basic policies regarding, for example, risk prevention, response when risk occurs, and preventing recurrence are discussed by the Risk Management Committee.

Risk Management Committee

The Risk Management Committee, a subordinate body of the Management Committee, consists of directors and executive officers of Nomura Real Estate Holdings and each Group company appointed by the Board of Directors and is chaired by the officer in charge of the Group Legal Compliance Department (an executive officer of Nomura Real Estate Holdings).
We also established the Group Risk Meeting, consisting mainly of directors and executive officers of each Group company appointed by the chair of the Risk Management Committee, to share risk information and response policies within the Group.

Risk Management System (Conceptual Diagram)

With regard to risk management, each Business Unit manager will supervise the risk management of their affiliated business unit and report on the situation to the Management Committee or Risk Management Committee as necessary. Concurrently, the president of each Group company (the head of each division at Nomura Real Estate Development) is responsible for reporting risk management matters to the Business Unit manager in a timely and appropriate manner. In addition, we defined the organization in charge of business in each Group company as the first line of risk management, the organization in charge of corporate operations at the Company and each Group company as the second line of risk management, and the organization in charge of internal audits at the Company and each Group company as the third line of risk management. With each line playing its role in risk management, we have established appropriate lines of defense.
The risk management system refers to ISO 31000 and the risk management framework of The Institute of Internal Auditors (IIA)—Japan.

Risk Management

Identifying Main Risks

The Nomura Real Estate Group regards risk management as a “business management methodology that aims to improve corporate value by managing all risks related to the attainment of corporate group organizational and business objectives in an integrated and unified manner while controlling risk within the company’s risk tolerance limits.” With the aim of ensuring the soundness of business management through proper management and operation of risks, the Group has formulated the Risk Management Regulations.
As its basic policy, the Group assures business continuity and stable development by implementing risk management, classifying its main risks into the four categories of “A: Investment risk,” “B: External risk,” “C: Disaster risk” and “D: Internal risk.” Among them, risks listed below are regarded as important risks that should be managed, and performance of effective and efficient risk management is provided according to the scale and characteristics of each risk. These include economic, environmental, geopolitical and other risks that manifest themselves over the medium to long term. In addition, based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the Group is promoting the management of, and response to, climate-related risks.

〈Important risks needing to be managed among main risks〉
・Risks that could have a major impact on Group management
・Risks that could have a major impact on society
・Risk of litigation or other serious problems
・Other major risks that should be managed by the Group

Main Risks

Risk categories Main risk items
A: Investment risks Risks related to individual investments (real estate investments, strategic investments (M&A), etc.) ① Risks associated with real estate investment

Risks associated with strategic investment (M&A) and new businesses

B: External risks Risks related to external factors influencing business ③ Risks associated with market changes

Risks generated by changes in economic conditions

Risks generated by changes in political/social conditions/systems (laws and regulations, tax systems, accounting, others)

Risks due to lagging behind in innovation and changes in the structure of society which are related to business

C: Disaster risks Risks generated by disasters that have a large impact on customers and business continuity

Risks related to disasters (earthquakes, typhoons, floods, tsunamis, volcanic eruptions, major fires, epidemics of infectious diseases, etc.) that have a major impact on customers and business continuity

D: Internal risks Operational risks occurring at the Company and each group company

Risks related to the violation of laws and ordinances

Risks related to quality defects

Risks related to the occurrence of information system crises

Risks from inadequate responses to matters related to human resources

Risks related to the occurrence of fraud and negligence

Special Feature: Response to the Task Force on Climate-related Financial Disclosures (TCFD)

Risk Management Relating to Society and the Environment

The Group is also aware of risks relating to social and environmental issues. The details are reported to the Sustainability Committee (chaired by the president and Group CEO of Nomura Real Estate Holdings), which is made up of directors and others from Nomura Real Estate Holdings and Group companies. Key issues are reported to the Board of Directors, which deliberates on how to deal with them.
In fiscal 2023, the committee discussed issues including the Group’s Renewable Energy Policy and Sustainability Policy and reported two times to the Board of Directors.

Issues reported ・Decarbonization-related target-setting
・Renewable energy procurement
・Dissemination within the Group
・Biodiversity policy

Sustainability Management

Stress Testing

The profitability of each business in the Group may deteriorate and the value of assets held by the Group may decline as a result of economic trends, market changes, and changes in social conditions and systems in Japan and overseas.
We conduct stress tests in multiple patterns to determine whether such possibilities are within the range of acceptable risk and then report the results of the stress tests to the Board of Directors as appropriate.

Indicators

Performance Data

FY2020 FY2021 FY2022 FY2023
Number of Risk Management Committee meetings and Group Risk Liaison Committee meetings 13 13 13 13

Risks of particular focus (in fiscal 2023) by risk category

Risk categories Main risk items
A: Investment risks

Risk of inability to secure the expected business volume and making it difficult to achieve the profit growth projected in the Mid- to Long-term Business Plan due to such factors as intensifying competition for land acquisition

Risk in relation to new construction work of a decline in business profits due to factors such as higher costs and longer construction periods than anticipated in business plans and budgets, as well as restrictions on construction orders placed by general contractors

Risk of profitability deterioration and delays in anticipated project schedule due to changes in economic conditions regarding projects with long-term project timeframes and large investment budgets, such as redevelopment projects

B: External risks

Risk arising from the impacts of prices for housing sales, property sales, as well as sale prices of asset replacement properties, due to changes in Japan’s real estate market and financial conditions

Risk arising from deterioration in profitability and delay in profit recovery timing in overseas business due to deterioration in economies and real estate markets, deterioration in the financial condition of general contractors and JV partners, and other factors in countries overseas

Risk of a reduced competitive advantage for the Company’s businesses due to delays in responding to changes in lifestyles and values, responding to accelerating advances in digital technology, and responding to sustainability and human resources, among others

C: Disaster risks

Risk of inability to continue business due to increasingly severe natural disasters such as earthquakes, typhoons, and torrential rains

D: Internal risks

Risk due to inadequate design and construction in the real estate development business

Risk due to delay in preparing personnel systems to secure diverse human resources and to enable human resources to continue playing an active role

Risk of cyber-attacks, information leaks due to system failures, impacts on business continuity, and occurrence and expansion of damage, among others

Risk of violating laws and regulations and hindering the realization of smooth transactions with counterparties due to delays in strengthening the transaction system to realize the passing of appropriate prices on to customers in light of rising material prices and energy costs, among other costs

Initiatives

Information Security Measures

The Group has established the Information Security Regulations, which prescribe personal information, trade secrets, and other highly confidential information as important information and which stipulate basic matters regarding the management system and the handling of such information.
The regulations assign a chief information security officer (chair of the Risk Management Committee), a document information officer (general manager of the Group Legal Compliance Department) and an electronic information officer (general manager of the ICT Management Department) as administrators to maintain and improve the level of systemic information management and security.
Furthermore, to keep pace with the increase in businesses using rapidly expanding digital technologies, as well as the surge in teleworking and the modal change in business due to the use of cloud computing, the Group is working to strengthen information security in-house by creating and applying its Information Handling Guidelines. These guidelines provide instructions on storage and management methods for important information, response to information leaks, response to information system loss, and other issues.

Addressing Cyber-related and System-related Risks

As the use of cloud services has become more prevalent across the Group, society is experiencing increasing damage from ransomware attacks that attempt to gain unauthorized access to corporate networks and PCs and render systems and data unusable. The Group therefore recognizes that system outages, information leaks, and other associated incidents caused by cyber-attacks represent new risks that threaten business continuity and must be urgently addressed.
In response to the threats mentioned above, we are adopting a two-pronged strategy: risk avoidance to strengthen our defenses against cyber-related and system-related risks and risk reduction in the event a serious incident occurring.

Establishment of Information Handling Guidelines and Dissemination within the Group

The Group has established Information Handling Guidelines for all employees, including part-time and temporary, on how to handle information, as well as an information system and devices to reduce risks such as information leaks.
The guidelines stipulate rules for the use of information, storage and disposal by authorized officers and employees only, rules for how to respond in the event of a leak, and rules for providing information to outside contractors.
To disseminate these rules, we conduct information security training two to three times per year for all Group officers and employees, and in the event any issues arise that require immediately informing everyone about them, we draw attention to them by, among other things, sending out emails and posting information on our intranet.
In addition, in response to the emergence of generative AI, we promote its use in our business and operations, and, at the same time, from the perspective of preventing information leaks or infringement of copyrights, privacy, and other rights, and the risk of false information, we are formulating guidelines for the use of generative AI and publicizing precautions and matters to be observed when using it.

Nomura Real Estate Holdings Personal Information Protection Policy

The Group considers the appropriate protection of personal information to be an essential aspect of its business operations, and it manages customers’ personal information with great care in accordance with the Act on the Protection of Personal Information and related laws and regulations.

Personal Information Protection Policy

Provision for Lawsuits Involving Violations of Laws and Regulations, and Environmental, Social, and Governance (ESG) Issues

In accordance with Japanese GAAP, reserves are recorded in the consolidated financial statements when it is probable that they will be incurred and the amount can be reasonably estimated.
There were no significant reserves at the end of March 2023 related to fines and settlements incurred in the future arising from cases prior to fiscal 2023.

Inquiry Desks

Inquiry desks have been set up at Nomura Real Estate Holdings and at each Group company in order to respond quickly and appropriately when a problem with a product or service is found. Significant risk information gathered at these desks is reported to the Risk Management Committee and shared within the Group, and measures to prevent reoccurrence are implemented.

Business Continuity Plan Established for Disasters

The Group has formulated a business continuity plan (BCP) of action in anticipation of a disaster. The BCP sets up a chain of command during an emergency and allocates duties for the continuation of business as well as establishing structures for minimizing the impact of a disaster. Additionally, to confirm the content of the plan (ensuring the lives and safety of officers and employees, establishing a chain of command, and restoring business operations), we conduct a Disaster Task Force Establishment Drills once a year, with the president of Nomura Real Estate Holdings as the head of the task force, in order to prepare for earthquakes and other emergencies.

Confirming the Safety of Officers and Employees

The Group introduced a safety confirmation system that uses the Internet and emails to rapidly determine the safety/injury status of officers and employees during emergencies, and it conducts safety confirmation drills for Group officers and employees four times a year.