SBI Shinsei Bank has established a corporate governance framework as a "Company with an Audit & Supervisory Board" ( kansayakukai-setchi-gaisha ). This model aims to ensure appropriate managerial decision-making and business implementation in order to establish a corporate governance framework with sufficient organizational checking functions. We aim to achieve this through the following two key actions:
1) Consolidating business execution authorities and responsibilities in the Board of Directors; and
2) Assigning Audit & Supervisory Board Members and an Audit & Supervisory Board that are independent of the Board of Directors auditing duties that include auditing of the Board of Directors. In addition to this, we have adopted an Executive Officer system which ensures the fl exibility of our day to day business execution.
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Name |
Main Purpose |
|
Group Executive Committee |
The President’s decision-making body for day-to-day business execution at the Group level |
|
Executive Committee |
The President’s decision-making body for day-to-day business execution for SBI Shinsei Bank, Limited |
|
Group ALM Committee |
Conduct cross-functional discussions and decisions regarding interest rate risk and funding liquidity risk related to assets and liabilities, the status of funding, and the basic policy for ALM operations. |
|
Group Compliance Committee |
Discuss, coordinate and make resolutions on Group’s compliance posture and on matters relating to compliance. |
|
Group Risk Policy Committee |
Share a common understanding of risks across the entire Bank Group, build consensus on the medium- to long-term business strategies and risk management frameworks for each company’s key and growth portfolios, and ensure consistent discussions and decision-making across the Group. |
|
Group IT Committee |
Make decisions, discuss and report on matters concerning the SBI Shinsei Bank Group's information technology systems. |
|
Group Business Continuity Management Committee |
Discuss, coordinate and make decisions concerning the organization of the business continuity structure throughout the Bank |
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Group Basel Committee |
Discuss, coordinate and make resolutions on matters concerning regulatory capital, with a focus on Basel regulations |
|
Group Management Development Committee |
Discuss, coordinate and make decisions about the Group’s HR system and related measures, etc. |
|
Group New Business/ Product Committee |
When initiating or considering new business ventures, ensure early-stage sharing of information to confirm that the proposed initiatives align with the Bank’s business strategy, including profitability, cost-effectiveness, and key risks to be addressed, thereby securing appropriate checks and balances. |
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Group Sustainability Committee |
Discuss, coordinate and resolve the issues relating to promotion of sustainability management |
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Doubtful Debt Committee |
Promptly inform top management about significant bad debt exposure, and make decisions on write-offs and other matters concerning sale of debts, debt forgiveness and so forth |
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SME Loan Committee |
Lead organization-wide efforts to achieve the net increase target for lending to small and medium-sized enterprises (SMEs) as outlined in the Business Revitalization Plan, including the formulation of promotion plans, monitoring of progress, discussions on approaches to specific cases, and consideration and recommendations regarding matters related to the promotion of SME lending transactions by the Bank. |
The Bank's Compliance Committee, the Legal and Compliance Division, and Compliance Supervisors (General Managers) and Compliance Managers who are assigned in divisions, branches, and departments constitute the main elements of our compliance organization. The Compliance Committee, with our Chief of Staff as its chair, examines and discusses important compliance matters. On the other hand, the Legal and Compliance Division plans various measures concerning compliance risk and implements these measures through central management.
Every year, we create a compliance program which promotes the development of regulations and training programs. We place particular emphasis on the use of training sessions as a tool to ensure the proliferation of compliance awareness and conduct trainings such as the "SBI Shinsei Bank Code of Conduct"—a basic policy for the Bank employees, voluntary training based on compliance risk of each division, branch, and department, and training for respective important compliance matters such as revisions of laws and regulations, on an ongoing basis. In addition to group training, we are also working to create an environment that maximizes the effectiveness of training by introducing active e-learning courses and regularly transmitting a "Short Lesson for Compliance" by e-mail, which summarizes compliance issues.
In order to mitigate these risks, SBI Shinsei Bank has established a specialized section within its Legal and Compliance Division which presides over such legal affairs, including compliance with corporate and transactional laws, legal documentation and litigation supervision and through this specialized support, we aim to prevent and manage any legal risk.
The Internal Audit Division (IAD) of the Bank reports directly to the CEO as well as to the Audit & Supervisory Board. The IAD supports the CEO in his responsibilities for controlling business execution, and in particular for establishing an effective system of internal controls. The IAD provides independent and objective assessments of the effectiveness of risk management, control and governance processes, the reliability of information and information technology systems, and compliance with statutory, legal and regulatory requirements as well as internal policy and procedure requirements of the Bank, and provides solutions to management. The IAD also maintains a close relationship with the Audit & Supervisory Board and provides them with internal audit-related information.
