Risk

In the NYK Group's Liner Trade Business, Air Cargo Transportation Business, Logistics Business, Bulk Shipping Business, Real Estate Business, and Other Business Services, a wide variety of economic, political, and social factors around the world have the potential to impact on the Group's business and business performance. As a results, this could affect the Group's share price, and financial conditions.
The NYK Group's Risk Management Committee meets twice a year in accordance with the Risk Management Rules and the Risk Management Regulations to report and assess the status of major risks that could have a significant impact on our operations, and they report the results to the Board of Directors. The Group defines "uncertainty that could have an effect on the Group's continued growth" as a risk, and identifies major risks based on reports from each headquarters in the Risk Management Committee, which is chaired by the NYK president and comprised of the chief executives and the executive officers in charge of ESG management. For each major risk, the Group decides the headquarters to work as the promoter of risk responses, and promotes risk reduction activities of the entire NYK Group. "Critical risks" that can have a significant impact on the business continuity of the Group include compliance risks, operational risks such as serious accidents, and risks related to cyber security, disasters such as natural disasters, and responses to climate change. "Major risks" that could significantly affect the management of the Group include strategic risks, market fluctuation risks, operational risks, financial and accounting risks, human rights risks, and infectious disease risks such as COVID-19. Each year, "critical risks" are selected from "major risks" at Risk Management Committee.
The following are the major risks that management recognizes as having the potential to have a significant impact on the financial position, operating results, and cash flows of the consolidated companies among the matters concerning the business status, accounting status, etc. described in the annual securities report.
The items related to future described in the text below are judged by the Group as of March 31, 2024.

Critical Risks

1. Compliance Risk

Companies are being required to comply with increasingly strict regulations around the world. The Company's Compliance Committee convenes twice yearly to discuss and decide items related to major policies and maintain systems to promote and enhance compliance. The Group has set September as the comprehensive compliance inspection month during which officers and employees review their own actions and business processes, and conduct compliance promotion activities. On the day designated as "Compliance Day," NYK's Chief Compliance Officer personally delivers a message on compliance, and a compliance training session is held by a lawyer to discuss cases that have occurred in the NYK Group.
Moreover, the Group maintains an Executive Committee Overseeing Thorough Antitrust and Anti-bribery Law Compliance dedicated to ensuring complete Group compliance with not only specific laws such as the Antimonopoly Act, laws related to bribery, and economic sanctions, but also compliance of all laws, regulations, and licenses.
However, there is a possibility that compliance risks cannot be completely avoided, and in the event of a situation that conflicts with laws or regulations, etc., the Group's business operating performance and financial condition may be affected by the deterioration of the Group's social credibility and brand image, the payment of compensation for damages that occur, etc.

2. Impact by Serious Accidents

Based on our corporate philosophy of "Bringing value to life," the Group is engaged in a broad network of Logistics Business via sea, land, and air. We recognize the safe operation of vessels and aircraft and environmental protection measures as our top priority.
In the NYK Group's marine transportation business, we strive to ensure safe operations by implementing assessments based on our own safety standards "NAV9000". We have established "the Safety and Environmental Management Committee", chaired by the NYK president, to periodically review safety measures for shipping and other operations, and the system for improving the Group's safety levels is constructed. We prepare to ensure appropriate responses in the event of an emergency. Nevertheless, in the event of an unforeseen accident, such as an oil spill or some other type of environmental pollution, injury to or death of a seafarer passenger, or people visiting the vessels including people related to cargo handling, outbreak of a serious accident leading to damage to or loss of a vessel, outbreak of an infectious disease on board, quarantine strengthening resulting from a global epidemic of an infectious disease, or a safety-related incident such as an act of piracy or terrorism, the Group may face cargo delay or disruption, cancellation of transportation contracts, nonfulfillment of financial obligations, administrative fines, lawsuits, penalties, business restrictions, insurance premiums, or deterioration of our reputation and customer relations. If such risks cannot be adequately covered by insurance, the Group's business performance and financial condition could be affected.
The Group's Air Cargo Transportation Business covers a wide range of regions around the world, and we are working to ensure safe operation by establishing a company-wide safety promotion system based on our safety policy "Safety Takes Precedence Over All." However, in the event of a serious aircraft accident leading to the death or injury of a crew member, loss or damage of an aircraft; a problem that seriously impairs the safety of an aircraft; a cause that seriously impairs the operation of an aircraft; or political instability, terrorism, spread of diseases such as COVID-19, or natural disaster in each region, the Group may face freight delays and disruptions, cancellations of transportation contracts, nonfulfillment of financial obligations, administrative fines, lawsuits, penalties, business restrictions, insurance premiums, or deterioration of our reputation and customer relations. If such risks cannot be adequately covered by insurance, the Group's business performance and financial condition could be affected. If the safety of an aircraft cannot be confirmed, we may voluntarily suspend the operation of the aircraft and perform maintenance, such as inspections, until safety can be confirmed.
Our group companies operate aircraft in accordance with international conventions, bilateral agreements, IATA (International Air Transport Association) decisions, and other international agreements, and our Group's Air Cargo Transportation Business may be subject to the restrictions of the Antimonopoly Act on the setting of fares and charges. In addition, we expect costs for security measures to increase as laws and regulations related to the strengthening of aviation security continue to advance on a global scale, particularly in the U.S. Moreover, efforts to reduce environmental impact are steadily underway in the field of civilian international aviation. If measures costs increase due to tighter regulations, the Group's business performance and financial condition could be affected.

3. Risks of Natural Disasters which Have a Significant Impact on Business Continuity at NYK Headquarters and Major Offices

There are risks of paralysis of the head office function of the management system, the business continuity risk caused by paralyzing the management system at the NYK headquarters, and the business continuity risk caused by paralyzing the operation system at our major offices if our headquarter or major office would suffer from natural disasters such as earthquakes, tsunamis, tornados, cold waves, etc., and social disruptions resulting from wars, terrorism, conflicts, and other reasons.
NYK has prepared business continuity plans (BCPs) for all the major operations so that the Group will be able to keep its important functions uninterrupted wherever possible, or quickly restore them if interrupted. If these events occur, however, the NYK Group's business performance and financial condition could be affected.

4. Risks Related to Information System Security

Currently the smooth operation of IT system is essential corporate foundation for the operations of the NYK Group. We work to ensure the safety and stability of its system even in the event of earthquakes, fires, or other calamities. In addition to strengthening security measures against cyber-attacks with the zero-trust security model in mind, we are also focusing on damage minimization and early recovery, conducting regular training and establishing a global management system. However, if a system downturn takes place for a certain period of time or more, or if the provision of information to customers and business processes become delays, the Group's performance and financial position could be affected.

5. Responses to Climate Change Risks

The NYK Group recognizes that climate change, one of the elements of ESG, is an important management issue. In our medium-term management plan "Sail Green, Drive Transformations 2026 -A Passion for Planetary Wellbeing," which announced in March 2023, the Group has redefined the position of EX (Energy Transformation) as a management strategy and formulated specific initiatives, including financial impact.
To further strengthen this content, we announced the "NYK Group Decarbonization Story" in November 2023 and disclosed our decarbonization strategy towards 2050.
We will set ambitious GHG reduction targets in line with the latest scientific findings of the 1.5℃ target level, and strive to reduce GHG emissions throughout the Group with the aim of achieving a decarbonized society.
However, in order to achieve this long-term target, it is essential to commercialize zero-emission fuels such as ammonia and hydrogen, and for this, major technological innovations from the current level are needed. Since large oceangoing vessels are used for 15 to 20 years or so, even if innovative technologies become available, considerable time and cost are expected to be incurred to spread them to vessels worldwide. Based on this recognition, in the process of technological innovation and realization, we believe that it is necessary to gain an understanding of the commensurate burden on society while responding to the demand for transportation required for sustainable global growth with solutions with the lowest environmental impact at the time.
If the Group fails to adequately respond to climate change risks in the future, we may lose customers, deteriorate our relationships with local communities, or be unable to obtain financing for vessels, and the Group's business performance and financial condition could be affected.

Major Risks

6. Risks related to Management Strategy

Based on its medium-term management plan, the NYK Group has implemented concrete measures to achieve our vision of "We go beyond the scope of a comprehensive global logistics enterprise to co-create value required for the future by advancing our core business and growing new ones." However, there are risks described below when executing our business strategy and implementing aggressive initiatives in next-generation growth areas.

Ⅰ Investment Plans

Although the NYK Group plans and implements investment related to its fleet, fluctuations including changes in the conditions in the global economy, the shipping market and public regulations could prevent these plans from progressing as initially intended. Under such circumstances, the business performance and financial condition of the Group could get affected. It takes several years from order placement to completion of a new vessel, and changes in demand during this period are one factor. Shipbuilding plans are subject to delivery delays and may be affected by shipyard labor disputes, management difficulties, or other factors that affect the shipyard itself. It is also affected by factors related to the shipyard itself, such as shipbuilding schedule delays, labor disputes at shipyards, and management difficulties at shipyards.
In addition, if the prices of new vessels rise due to the steep rise in steel material prices or other factors, and we are unable to appropriately reflect such increases in freight rates, the Group's business performance and financial condition could be affected.

Ⅱ Impact on Disposal of Vessels in Operation and Impairment Loss on Fixed Assets Due to Deterioration in Market Conditions

The NYK Group may sell vessels and aircraft we owned by our group or terminate chartering contracts for vessels chartered by our group due to significant fluctuations in the shipping and air transportation market, obsolescence caused by the development and introduction of new technologies for vessels and aircraft in operation, or restrictions on physical use caused by changes in safety regulations and legal requirements. As a result, our Group's business performance and financial condition may be affected. There is no guarantee that our Group will always be able to sell vessels and aircraft under favorable conditions, and there is also a possibility that it cannot be sold. When market conditions of vessels and aircraft are stagnant and their market prices are falling, the Group could be compelled to sell vessels or aircraft that are not fully depreciated for prices below their book values and, as a result, could be forced to record a loss on their sale. In addition, even if we do not sell, if the market downturn does not recover or worsens further, we may not expect to recover the amount of our investment due to a decline in the profitability of our vessels, aircraft and other fixed assets. In such case, an extraordinary loss could be recorded due to the value of the assets being written off, and consequently, our Group's business performance and financial condition could be affected. In the event that a charter contracts is cancelled or an equivalent action is taken, a penalty may be paid after due consultation with the shipowners.

Ⅲ Alliance Strategies with Other Companies

In the container shipping division, the NYK Group is a member of THE Alliance, a strategic alliance with other marine transport companies. The Group believes that such alliance are necessary to maintain an efficient and global network of containership businesses. At the same time, maintaining the same safety and service standards, and management directions and procedures, across alliance activities can be challenging, and an alliance could be integrated or dissolved, or members could withdraw, which presents the risk that an alliance may not deliver the anticipated results. However, the activities of the alliance involve risks such as the difficulty of maintaining uniform safety and operational standards and management policies and procedures, the possibility of alliance integration and dissolution, the withdrawal of a member, the possibility that the alliance may not necessarily yield the expected results, and the inability of the Alliance itself to be recognized by national regulations, etc. If our Group is unable to respond appropriately to such factors, its business performance, and financial condition could be affected.

Ⅳ Maintaining and Building a Long-Term Stable Earnings Base

The NYK Group gives priority to long-term, stable contracts and procures many of its fleet through the possession of vessels or long-term chartering. However, if there were not sufficient long-term cargo contracts commensurate with the scale of the fleet, the Group would operate these vessels based on short-term contracts. In such as case, if the level of freight rates fell significantly, earnings acquired from the operation of vessels would not adequately cover fixed expenses of owned vessels. As a result, the Group's business operating performance and financial condition could be affected. However, if long-term contracts for cargo that commensurate with the size of the fleet cannot be obtained sufficiently, the vessels will be put into service under short-term contracts. If the freight rate level falls significantly, the revenues gained from the operation of the vessels will not sufficiently cover the fixed costs of the owned vessels and long-term chartered vessels, and as a result, the Group's business performance and financial conditions could be affected.
The Group's Dry Bulk Business Division and Energy Business Division place importance on long-term contracts with business partners. Such long-term contracts determine freight rates, carrying volumes and rate adjustment conditions which help mitigate the impact of changes in the market environment. help If business conditions for some of the business partners with which the Group maintains long-term agreements were to deteriorate, these business partners may become unable to continue fulfilling all terms of the agreements that are in place. Furthermore, the Group may find itself unable to procure third-party chartered vessels that would enable it to fulfil the terms of the long-term agreements it has made. The shipowner may not be able to fulfill the contract with our Group before the end of the chartering period, which may incur costs to procure other vessels. If such a situation occurs in the future, the Group's business performance and financial condition may be affected. Although long-term contracts have the effect of reducing the impact of market fluctuations, they may not be immediately reflected in freight rates even when market conditions rise.
Important business partners of the Group include automakers, steelmakers, paper manufacturers, public utilities, electronics manufacturers and retailers. If the scale of transactions with important business partners shrinks, or the Group loses an important business partner, this may impact the Group's business performance and financial condition.

7. Risks related to Changes in the Shipping Markets

Ⅰ Changes in the Shipping and Freight Markets

Although the NYK Group endeavors to generate stable operating revenue that is not affected by fluctuations in the shipping market, the impact of global economic trends, international cargo movements, intensified competition, and the balance of shipping supply and demand could cause a substantial fluctuations in shipping revenues or charter revenues. As a result, the Group's business performance and financial condition may be affected.
In particular, marine freight rates tend to fluctuate significantly due to imbalances in the tonnage supply and demand. Meanwhile, if the supply of tonnage exceeds demand, the level of charter rates may decline.
Further, factors which could affect the demand for shipping include the following.

  • Global and regional conflicts, political trends and economic conditions
  • Worldwide spread of infectious diseases
  • Demand and inventory levels of energy resources, raw materials, and products that the Group transports
  • Globalization of production
  • Changes in marine and other modes of transport, as well as the development of alternative modes of transport
  • Environmental other regulatory trends

Meanwhile, factors which could affect the supply of shipping include the following.

  • Increase in shipping capacity due to completion of new vessels
  • Decrease in shipping capacity due to scrapping of aged vessels
  • Congestion or closure of ports and canals
  • Changes in environmental regulations and other regulations that may limit the service life of the vessel

Air freight rates can fluctuate significantly due to imbalance between cargo and space in which cargo is transported. Significant air freight rate fluctuations resulting from competitive conditions in the airline industry and economic trends, or fluctuations in the handling volumes, may affect the Group's business performance and financial condition. In addition, in logistics business including forwarding, freight rates may fluctuate significantly due to imbalances in space supply and demand, like ocean and air freight. Significant changes in freight rates and the handling volumes in the logistics business may affect the Group's business performance and financial condition.

Ⅱ Fluctuations in Currency Exchange Rates

Many of the NYK Group's operations are denominated in foreign currencies, creating the possibility of benefits/losses resulting from exchange rate fluctuations. While proceeding the measures to match the currencies in which it generates revenue and pays expenses, the NYK Group conducts hedging transactions, including foreign exchange contracts and currency swaps, to minimize the effects of exchange rate fluctuations. When preparing consolidated financial statements, the NYK Group converts the financial statements of its overseas subsidiaries into yen. As a result, fluctuations in currency exchange rates could affect the financial condition of the Group.

Ⅲ Changes in Fuel Prices

The NYK Group regularly purchases fuel to use for the vessels and aircraft under our operation to transport cargo throughout the world.
Fuel prices account for a substantial portion of the costs those NYK Group incurs in Liner Trade Business, Bulk Shipping Business, and Air Cargo Transportation Business. Fuel prices and purchase availability are difficult to predict accurately as they are subject to global supply and demand of crude oil and natural gas, foreign exchange market fluctuations, trends in OPEC and other crude oil and gas producing countries, the state of environmental regulations, wars, and many other factors. The NYK Group seeks to minimize the impact of such factors on its operating performance by purchasing fuel from diverse regions, applying fuel surcharge, using derivative transactions to hedge against fuel price fluctuations, and economizing on fuel consumption. Even so, there is no guarantee that those measures will be sufficient to protect the Group against price fluctuations and supply shortages.

Ⅳ Fluctuations in Interest Rates

To meet the requirements of capital investment such as the acquisition of vessels, aircraft, and transportation-related facilities, and working capital related to the business activities, the NYK Group allocates internal funds and procures external funds. Currently, these external funds consist of variable interest rate funding and fixed rate funding. Although we are closely monitoring the ratio of these external funds in consideration of the interest rate environment and are working to reduce the impact of the interest rate fluctuations, the NYK Group's business performance and financial condition may be affected depending on the future interest rate fluctuation.

8. Valuation Losses on Investment Securities

The NYK Group uses the market value method based on the market price at the end of the fiscal year for the securities other than stocks, etc. for which there is no market price, as the basis and method of valuation for securities. Fluctuations in the stock market and other factors may affect the NYK Group's business performance and financial condition.

9. Human Rights Issues

The NYK Group base our corporate activities on understanding that the human rights of all people affected by our business activities must be respected, and recognizing and respecting diverse values and different cultures, and in November 2022, the NYK Group established "the NYK Group Human Rights Policy" based on "the Guiding Principles on Business and Human Rights" adopted by the United Nations Human Rights Council as a guideline for fulfilling its duties. The Group have established an internal committee to regularly receive advice from third-party organizations with expertise to promote efforts to respect human rights, including human rights due diligence.
We have also formulated "CSR Guidelines for Partners and Suppliers" as global social issues such as forced labor, child labor, and environmental destruction become apparent throughout the supply chain while we develop the global business activities. However, in the event of a human rights problem in the NYK Group's business activities, our business performance and financial condition may be affected due to the deterioration of our social credibility and brand image.

10. Risks related to the spread of infectious diseases (COVID-19, influenza, etc.)

The spread of infectious diseases, including COVID-19 and influenza, could still have a significant impact on all of the NYK Group's businesses. The Group will continue to place the highest priority on preventing the spread of infectious diseases and ensuring the safety of employees, and to safely operate our vessels to engage in the stable transport of energy, resources, and other goods that support our daily lives. On cruise ships, due to a change in the classification of infectious diseases, we no longer take measures specifically for COVID-19, but we continue to conduct commercial cruises in accordance with our existing infectioncontrol plan, including hand washing and hand sanitization.
However, the Group's business operations, performance, and financial conditions may be affected by an increase in the number of employees out sick at certain offices, which could temporarily delay the provision of services, or by the spread of infection on individual vessels, which could affect operations, or by the provision of services to areas where infection has spread being affected.

Other Risks Related to Overall Management

11. The NYK Group's Material Issues: Safety, Environment and Human Resources

For the safe operation of NYK Group's vessels, it is particularly important to ensure excellent mariners. The NYK Group has taken a variety of measures to secure superior seafarers, including providing education and training and adopting them from various countries, but there is no guarantee that in the future, we will be able to sufficiently secure seafarers with the required technical level at an appropriate cost. For example, during the years prior to the Lehman crisis in 2008, when demand for marine transportation was high, personnel costs to hire crew increased significantly. If COVID-19 expands again or a new type of epidemics break out and the required seafarers cannot be employed, maintained, or replaced at reasonable expense, the Group's business operations could be affected.
In each region where our Group carries out its business, the vessels of our Group must comply with international laws on safe operation and prevention of marine accidents. In addition, local laws and regulations regarding environmental protection must be observed.
Recognizing the importance of environmental conservation activities and logistics supply chain safety and security measures, the Group is conducting and expanding its business globally. For example, we are promoting R&D for future alternative fuels such as ammonia and hydrogen, expanding the construction of LNG / LPG / methanol-fueled vessels, expanding the construction of LNG bunkering vessels, reducing CO2 emissions through energy-saving navigation, installing treatment equipment for ballast water management, complying with regulations concerning the prevention of the migration of marine objects such as algae, shellfish, and moths, and introducing cyber-security measures. If, in the future, the costs of measures associated with them increase, or if it becomes difficult to comply with laws or regulations in a particular region, the operation of our Group in that region will be restricted and the Group's business performance and financial conditions could be affected.

12. Impact of Global Business Expansion

Because the NYK Group's operations extend to many areas around the world, economic conditions in each area can influence our operations. Some potential risks are described below.

  • Political or economic factors
  • Public regulations, such as business or investment permissions, taxes, foreign exchange controls, confiscation of international assets, antitrust, or commercial limitations
  • Joint operations or tie-ups with other companies
  • Social upheaval, such as wars, riots, terrorist acts, piracy, infectious diseases, strikes, and cyberattacks
  • Earthquakes, tsunamis, typhoons, and other natural disasters
  • Inadequate understanding of regulations and sanctions in each country

The NYK Group collects information in-house and uses external consultants to prevent or avoid the actualization of these risks. However, the occurrence of these events could affect the NYK Group's business performance and financial condition. Some of our group's employees, including seafarers, belong to the labor union. If a strike, suspension of business, or sabotage is performed by our group's employees, or if a strike or suspension of business by a third party other than our group's employees, such as a port facility in North America, may also affect our group's business operations. Furthermore, the wars and politic factors can also affect our group's business operations.
The NYK Group is affected by the security, political instability, and the strengthening of regulations and sanctions in various countries due to the conflicts and terrorism around the world, including the Middle East, and the situation in Russia and Ukraine. Although the damage from piracy has been decreasing in recent years, the piracy still occurs around our vessels' route such as the Malacca-Singapore Strait, the Selves-Sulu Sea, the West African coast, and Somalia pirate attack area such as the Arabian Sea, and the Indian Ocean. In the Red Sea and Gulf of Aden, where the situation is becoming increasingly tense due to a series of Houthis attacks, the NYK Group's vessels have suspended navigation. The Group has taken countermeasures against piracy including gathering information from relevant organizations. However, in the event of terrorist and piracy strikes, or in the event of instability of political situation or fights, it may affect the operations of our group. In the future, if these areas are designated as exclusion areas for normal war insurance (some areas have already been designated), they may affect the level of premiums and the insurance payout from insurance companies. The insurance premium rates in the Red Sea, Gulf of Aden, and off the coast of Somalia are constantly fluctuating, and currently, they are moving towards an increase. In addition, regarding some businesses such as Logistics Business, we may decide to downsize, abolish, or withdraw from the business activities due to the deterioration of the business environment depending on the security and political instability in the country where the business is conducted. In such cases, the business performance and financial conditions of the NYK Group may be affected.

13. Litigation and Other Legal Procedures

The NYK Group is engaged in Liner Trade Business, Air Cargo Transportation Business, Logistics Business, Bulk Shipping Business, Real Estate Business, and Other Business Services. There is a risk of litigation, investigation, or punishment by regulatory authorities concerning all these business activities. Including the examples below, depending on the outcome, litigation could affect the business performance and financial condition of the NYK Group.
Since September 2012, the NYK Group has been the subject of class action civil lawsuits in some areas seeking damage compensation and injunctions without specifying the amounts claimed, based on the allegation that the NYK Group and major automobile shipping companies jointly set freight rates with respect to the ocean transportation of finished vehicles. It is difficult to reasonably estimate the outcome of these lawsuits at this moment.

The specific items described above are some of the main risks expected in the continuation of the NYK Group's business, and are not limited to these.