Board of Directors

WealthNavi’s Board of Directors is composed of nine Directors including six Outside Directors, and it has the authority to adopt resolutions for important matters and supervises Directors’ execution of duties, based on the “Rules of the Board of Directors.” We have invited Mr. Sumito Togo, Ms. Maki Ogawa, Mr. Akira Enomoto, Ms. Eriko Matsuno and Mr. Sachihiko Fujimoto as Independent Outside Directors to improve the soundness and transparency of management decision-making. In principle, the Board of Directors holds a regular meeting once a month, and it flexibly holds special Board meetings as necessary. The term of office is one year for a Director who is not an Audit & Supervisory Committee Member and two years for a Director who is an Audit & Supervisory Committee Member.

Audit & Supervisory Committee

WealthNavi’s Audit & Supervisory Committee comprises three Audit & Supervisory Committee Members, all of whom are Outside Directors, and it audits Directors’ day-to-day business activities, including their execution of duties. The Audit & Supervisory Committee Members have experience as an accountant, a tax accountant and a lawyer, and they express their objective opinions from an independent and neutral standpoint with their expertise. Audit & Supervisory Committee Members conduct the followings for the effective monitoring; attending the General Meetings of Shareholders and the Board Meetings, exercising their legal rights of receiving reports from Directors, employees and the accounting auditor. A full-time Audit & Supervisory Committee Member attends Management Meetings. In principle, the Audit & Supervisory Committee holds a regular meeting once each month and holds special meetings as necessary.

Skills Matrix

Management Meetings

The Management Meetings comprise the Representative Director who also serves as the Chair of the Meetings, Inside Directors, a full-time Audit & Supervisory Committee Member, executive officers, the Internal Control Supervisory Manager, and the person designated by the Chair. We generally hold a meeting once a week to make management activities more efficient through discussions related to management issues and important business matters.

Internal Audits

The two Internal Auditors audit adequacy of our business. For the purpose of ensuring the effectiveness and efficiency of its business, the Internal Audit Department executes internal audits based on the annual internal audit plans and reports audit results to the Representative Director, the Audit & Supervisory Committee, Management Meetings and the Board Meetings. The Internal Audit Department provides the audit results and instructions with each audited department and confirms the progress of improvement on an ongoing basis.

Risk Management & Compliance Committee

The Risk Management & Compliance Committee is organized to discuss and consider promoting risk management and compliance. The Committee comprises the Representative Director who also serves as the Chair, Inside Directors, the Internal Control Supervisory Manager, the head of the Corporate Group, and the person designated by the Chair or the Internal Control Supervisory Manager.
In principle, the Risk Management & Compliance Committee holds a meeting once a quarter and on an ad hoc basis as needed. The Risk Management & Compliance Committee discusses risk management and compliance policies, organizational structure, establishment, revision and abolition of the Company’s rules, legal compliance monitoring, compliance education and training plans to raise awareness, and risk management issues.

Investment Committee

At WealthNavi, we faithfully operate our business for customers. We have established the Investment Committee with the aim of ensuring the best interest of customers in investment management as well as properly handling changes in the external environments such as the economic and market environments that may affect investment. The Investment Committee comprises the head of the Research & Quants Department who also serves as the Chair, the Representative Director who also serves as the Vice Chair, and members including experts in domestic and foreign investment theories and asset management. The Chair and committee members are appointed by the Representative Director based on approval by the Board of Directors.
In principle, the Investment Committee holds a meeting once a quarter, and the Committee reviews the adequacy of investment algorithms for optimal portfolios, provides advice to the Research & Quants Department in case of sudden changes in the market environment, verifies the actual investment performance of optimal portfolios, and review and advise on other matters necessary for proper operation of the investment management.

Reward and Punishment Committee

The Reward and Punishment Committee, chaired by the Representative Director with members appointed by the Representative Director, meets whenever there is a case that falls under the Employment Regulations.
The Reward and Punishment Committee is to be set for the purpose of resolving matters concerning commendations and disciplinary actions and ensuring their fairness.

Executive Officers

We have introduced an Executive Officer system in order to reinforce the execution of our business operations. The Board of Directors appoints Executive Officers to execute business operations under the direction of the Board. The term of office of an Executive Officer shall expire at the conclusion of the Annual General Meeting of Shareholders for the fiscal year that ends within one year after appointment.

Board self-evaluation

Our Board regularly conducts a self-evaluation to assess the effectiveness of the Board of Directors. Our Board of Directors confirmed to ensure its effectiveness in general for FY2023. The outline of the Board self-evaluation for FY2023 is as follows.

・Survey respondents: All Directors
・Method: Questionnaire to all survey respondents
・Questionnaire design: Registered, 4 sections with 22 questions, 4-grade evaluation and open-ended questions
・Analysis and assessment:
The Board of Directors concluded that the effectiveness of the Board has been ensured with following highly rated items:
　- Number and percentage of independent outside directors
　- Frequency of board meetings
　-The quality and volume of materials for board meeting
　- Favorable atmosphere for open and unbiased communication
　- Proactive discussions and dialogues
　- Discussions on business strategies
　- Appropriate discussions on risks
　- Appropriate supervision on establishing and maintaining compliance and risk control structures

Our Board is going to continue to improve the effectiveness of our Board of Directors based on the results above.

Executive compensation (2023)

WealthNavi has established the “Basic Policy on Executive Compensation” to decide the compensation of each Board of Director excluding Directors who are Audit & Supervisory Committee Members. The policy intends to promote alignment between short, mid to long term business performance and improvement in the corporate value, and executive compensation is determined in accordance with the policy.
We explain how to determine the compensation at the Board of Directors meeting and receive appropriate advice from our Outside Directors. This is for the purpose of making our compensation competitive to attract the talent to realize sustainable growth as well as to ensure the objectivity and transparency of the decision-making process. The compensation is a combination of base compensation and stock-price-linked compensation, and the amount is determined at the Board of Directors meeting within the limit approved at the General Meeting of Shareholders.
The compensation for the Directors who are Audit & Supervisory Committee Members is limited to the base compensation considering their role, and it shall be determined through discussions among all the Directors who are Audit & Supervisory Committee Members.

Executive compensation (2023)

Independence criteria for Outside Directors

We have set the criteria for the independence of Outside Directors and the candidate Directors so that we can nominate and choose those who shall contribute to promote our corporate governance.

Independence criteria for Outside Directors