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Corporate Governance

Tokio Marine Holdings, Inc. (“the Company”) is committed to the continuous enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society, employees and other stakeholders as set forth in the “Tokio Marine Group Corporate Philosophy.” For this purpose, the Company hereby establishes a sound and transparent corporate governance system and, as a holding company, recognizes the importance of appropriate control over its Group companies and has formulated a “Tokio Marine Holdings Fundamental Corporate Governance Policy”.

Rights of Shareholders and Securing Fairness

The Company shall maintain an environment in which voting rights at General Meetings of Shareholders can be appropriately executed. Specific initiatives include issuing the Notice of Convocation well in advance of the meeting, scheduling the meeting on days that are not crowded with the shareholder meetings of other companies, and using a website that allows shareholders to exercise their voting rights via the Internet. In addition, the Company shall handle the exercise of voting rights in a fair manner, based on the type and number of shares held.
Business-related equities are implemented by a portion of the Company’s business subsidiaries (companies at which the Company directly holds a majority of voting rights) with the intent of strengthening transaction relationships, held with the intent to improve corporate value of the Group. However, the Company will continue to improve its capital to items that are not easily affected by fluctuations in share price, and from the viewpoint of improving capital efficiency, continue to work to reduce the total amount.

Appropriate Cooperation with Stakeholders Other Than Shareholders

The Company shall define the “Tokio Marine Group Corporate Philosophy ”, and respond to the trust of shareholders through global business expansion that incorporates profitability, growth, and health, providing peace of mind and safety to customers, and establishing a corporate environment that encourages creativity from employees. Through contributing to the development of society on a wide scale, the Company shall work to perpetually improve its corporate value.

Appropriate Information Disclosure and Securing of Transparency

The Company shall define the “Tokio Marine Group Basic Policies for Disclosure”, and with the aim of securing transparency and fairness in management, shall disclose appropriate information at the appropriate time regarding financial information such as business results, etc., corporate principles, and nonfinancial information such as business plans.

Responsibilities of the Board of Directors, etc.

The Company’s management organization aims to raise the effectiveness of audits and surveillance by having managers who execute business duties fulfill their responsibilities to provide explanations to Outside Directors and Outside Audit & Supervisory Board Members (collectively, “Outside Officers”) at meetings of the Board of Directors and other opportunities.
Moreover, we have set up the Nomination Committee and the Compensation Committee, which consist mainly of Outside Directors, to raise the transparency of the processes for selecting as well as determining compensation for Directors, Executive Officers and Audit & Supervisory Board Members of the Company and principal Group companies. The Company believes this is the optimal system at the present time.

1The Board of Directors

The Board of Directors is responsible for decisions on important matters relating to the execution of the Company’s business, supervising the performance of individual Directors and establishing an effective internal control system. In addition, as the Board of Directors of a holding company, the board is responsible for determining mid-to-long-term business strategies and various basic business policies such as the Basic Policies for Internal Controls for Tokio Marine Group. The Company shall define Rules of the Board of Directors, and define the content of significant business execution to be determined by the Board of Directors. The Company shall entrust decision-making to Executive Officers of matters that do not require decisions to be made by the Board of Directors. The Company shall have approximately 10 Directors, with a maximum of 15 set by the Articles of Incorporation. As a general rule, the Company shall have at least three Outside Directors. In addition, Directors are appointed for a term of office of one year and may be re-appointed. To ensure the effectiveness of the Board of Directors, when selecting Directors, a balanced composition shall be established, with viewpoints and specializations from diverse fields. As of July 1, 2016, the Company had 12 Directors, of whom four were Outside Directors.

2Audit & Supervisory Board Members and the Audit & Supervisory Board

Audit & Supervisory Board Members, as an independent body entrusted by shareholders, audit the performance of Directors, with the aim of ensuring sound and fair management and accountability. Audit & Supervisory Board Members shall endeavor to conduct a high-quality audit in accordance with the regulations of the Audit & Supervisory Board, auditing standards, auditing policies and auditing plans determined by the Audit & Supervisory Board.

3Outside Officers

The presence of Outside Directors ensures effective supervision of director performance by the Board of Directors. In addition, Outside Directors provide advice based on their insight as experts in various fields, thus ensuring an organization that enables appropriate decisions on important matters relating to the execution of the Company’s business. The presence of Outside Audit & Supervisory Board Members creates an auditing organization with an independent and objective perspective. In addition, it enhances the effectiveness of the Audit & Supervisory Board and ensures an organization that maintains sound, transparent management. The Company has established conditions for selection and standards for determining independence when selecting Outside Officers. The Company currently has four Outside Directors and three Outside Audit & Supervisory Board Members, and has determined their independence from the Company with reference to the above criteria. In addition, all seven meet the requirements of independent directors/auditors as prescribed by the Tokyo Stock Exchange.

4Nomination Committee and Compensation Committee

The Company has established the Nomination Committee and the Compensation Committee, which consist mainly of Outside Directors, to raise the transparency of the processes for selecting as well as determining compensation for Directors, Audit & Supervisory Board Members and Executive Officers of the Company and principal Group companies.
The Nomination Committee reports to the Board of Directors. It deliberates on the requirements for and the appointment and dismissal of candidate Directors, Audit & Supervisory Board Members, and Executive Officers of the Company and principal Group companies.
The Compensation Committee reports to the Board of Directors. Its duties include deliberating on the compensation system and evaluating the performance of Directors and Executive Officers of the Company and principal Group companies.
The Nomination Committee and the Compensation Committee generally consist of approximately five members each. As a general rule, a majority of the members of each committee are selected from outside of the Company, and the chairman of each committee is one of the outside members.

5Policies for Determining the Method for Calculating Compensation for Directors, Audit & Supervisory Board Members and Executive Officers

Basic policies for determining compensation for Directors and Audit & Supervisory Board Members of the Company and its principal Group companies are as follows:

  • Ensure "transparency," "fairness" and "objectivity" regarding compensation for Directors, Audit & Supervisory Board Members and Executive Officers.;
  • Strengthen incentives for improving the business performance of the Company by introducing a performance-linked compensation system;
  • Enhance accountability through sharing returns with shareholders by introducing compensation system linked to meeting the Company's business results indices based on the management strategy and Company share price; and
  • Fully implement a performance-based pay system through processes designed to objectively evaluate individual performance of Directors (Full-time) and Executive Officers with respect to management objectives.

In order to determine the level of compensation for Directors, Audit & Supervisory Board Members and Executive Officers, the Company shall set the standard of compensation for each position, depending on the responsibilities of Directors, Audit & Supervisory Board Members and Executive Officers, and take the business performance of the Company and the level of compensation of other companies into consideration.
Based on ability to meet business results indices, etc., defined by the management strategy, evaluations on business results shall be made on a yearly basis at the Company and principal Group companies, and the results of such evaluations will be incorporated into compensation for Directors, Audit & Supervisory Board Members and Executive Officers of the Company and the relevant Group companies.

6Compensation System for Directors, Audit & Supervisory Board Members and Executive Officers of Tokio Marine Group

Compensation for Directors (Full-Time) and Executive Officers consists of three elements: fixed compensation, bonuses related to the business performance of the Company and the performance of the individual, and stock options. Compensation for Directors (Part-Time) consists of two elements: fixed compensation and stock options. Audit & Supervisory Board Members consists of one element: fixed compensation. Compensation system for Directors, Audit & Supervisory Board Members and Executive Officers of the Company’s principal business subsidiaries shall generally be identical to that applied to Directors, Audit & Supervisory Board Members and Executive Officers of the Company.
The Board of Directors makes decisions regarding the above compensation system based on reports from the Compensation Committee.

Conversation with Shareholders

The Company has the following policies for conducting constructive conversations with its shareholders.

1System for Promoting Constructive Conversation with Shareholders

The Company shall establish Executive Officers in charge of business execution to conduct overall management for conversations with shareholders, and establish an IR department to plan and implement these activities. Toward conversations with shareholders such as earnings announcements and presentation meetings for investors, etc., the IR department shall work with other relevant departments to provide accurate and truthful information to shareholders.

2Methods to Communication with Shareholders

Taking into account shareholding conditions and the views of shareholders, etc., the Company shall work to provide various methods to communicate with shareholders. Specific measures such as the following are handled primarily by the President and other senior management and Directors.

  • Individual interviews with shareholders and investors
  • IR presentations for institutional investors, conference calls for the announcement of quarterly results
  • Individual investor presentations held in each region of Japan for individual investors

3Feedback of Shareholder Opinions to Management

The Company shall strive to share opinions and matters of concern obtained from conversations with shareholders and investors through semiannual reports to management and other methods.

4Management of Insider Information

The Company, pursuant to its “Insider Trading Prevention Regulations”, shall exercise the utmost care with regard to unpublicized information, and shall have conversations with shareholders without utilizing any significant unpublicized information.

Corporate Governance Report

Concurrent Posts, Reason for Appointment and Other Information for Officers (As of July 2016)

Name Occupation Tenure*1 Concurrent Posts and Other Information Reason for Appointment
Shuzo Sumi Chairman of the Board (Representative Director) 9 years
  • Counsellor of Tokio Marine & Nichido
  • Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Outside Director)
  • Director of Toyota Industries Corporation (Outside Director)
  • Vice Chairman of Japan Association of Corporate Executives
Expected to fulfill his role adequately in deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in product planning and domestic insurance underwriting and his terms in office as Director and Chief Representative in London, President & Chief Executive Officer and Chairman of the Board.
Tsuyoshi Nagano President & Chief Exective Officer (Representative Director) 5 years Chairman of the Board of Tokio Marine & Nichido Expected to fulfill his role adequately in presiding over business operations in general as a head of Executive Officers and deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in domestic and overseas insurance underwriting, his work in corporate planning and product planning, his terms in office as President & Chief Executive Officer of Tokio Marine & Nichido, and his current leadership role in the management of the Tokio Marine Group as Group CEO.
Kunihiko Fujii*2 Senior Managing Director - Senior Managing Director of Tokio Marine & Nichido Expected to fulfill his role adequately in determining and executing business operations in his charge as an Executive Officer responsible for Group risk management and deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of global experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in financial planning and overseas insurance business and his terms in office as Senior Managing Executive Officer of the Company in charge of international business strategies with a focus on M&A and international ERM (Enterprise Risk Management).
Ichiro Ishii Senior Managing Director (Representative Director) 1 year Senior Managing Director of Tokio Marine & Nichido Expected to fulfill his role adequately in determining and executing business operations in his charge as an Executive Officer responsible for Group overseas insurance business and deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of global experience and results he has achieved since joining Tokio Marine. These include his involvement in product planning and overseas insurance businesses in Asia, the U.S., and elsewhere and his term in office as Senior Managing Director of Tokio Marine & Nichido and the Company being responsible for international insurance business.
Hirokazu Fujita Managing Director 4 years Managing Director of Tokio Marine & Nichido Expected to fulfill his role adequately in determining and executing business operations in his charge as an Executive Officer responsible for Group investment and deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in accounting and his terms in office as Managing Director of Tokio Marine & Nichido and the Company in charge of Corporate Accounting Dept. and Financial Planning Dept.
Takayuki Yuasa Managing Director (Representative Director) 1 year Managing Director of Tokio Marine & Nichido Expected to fulfill his role adequately in determining and executing business operations in his charge as an Executive Officer responsible for Group finance and deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his involvement in corporate planning, finance, accounting, and the domestic life insurance and property and casualty insurance businesses, and his term in office as Managing Director of Tokio Marine & Nichido and the Company being responsible for Risk Management Dept.
Toshifumi Kitazawa*2 Director - President & Chief Executive Officer of Tokio Marine & Nichido Expected to fulfill his role adequately in deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in product planning, domestic insurance underwriting and management of group companies, and his terms in office as President & Chief Executive Officer of Tokio Marine & Nichido Life, and his current leadership role in the management of Tokio Marine & Nichido as President & Chief Executive Officer.
Shinichi Hirose Director 2 years President & Chief Executive Officer of Tokio Marine & Nichido Life Expected to fulfill his role adequately in deciding important matters regarding business execution and supervision of the execution of duties by other directors as a member of the Board, based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in product planning, marketing planning and the domestic life insurance and property and casualty insurance businesses, and his current leadership role in the management of Tokio Marine & Nichido Life as President & Chief Executive Officer.
Akio Mimura Director (Outside Director) 6 years
  • Senior Advisor, Honorary Chairman of Nippon Steel & Sumitomo Metal Corporation
  • Director of Japan Post Holdings Co., Ltd. (Outside Director)
  • Director of Development Bank of Japan Inc. (Outside Director)
  • Director of Innovation Network Corporation of Japan (Outside Director)
  • Director of Nisshin Seifun Group Inc. (Outside Director)
  • Chairman of The Japan Chamber of Commerce and Industry
  • Chairman of The Tokyo Chamber of Commerce and Industry
Expected to fulfill his supervisory functions and provide valuable advice based on his insight as a company manager, acquired through many years of experience in a management role.
Mikio Sasaki Director (Outside Director) 5 years
  • Senior Corporate Advisor of Mitsubishi Corporation
  • Director of Mitsubishi Research Institute, Inc. (Outside Director)
Expected to fulfill his supervisory functions and provide valuable advice based on his insight as a company manager, acquired through many years of experience in a management role.
Masako Egawa Director (Outside Director) 1 year
  • Professor, Graduate School of Commerce and Management, Hitotsubashi University
  • Managing Director of Mitsui Fudosan Co., Ltd. (Outside Director)
  • Director of Asahi Glass Company, Limited (Outside Director)
Expected to fulfill her supervisory functions and provide valuable advice based on her insight as a specialist in business management, acquired through many years of experience in financial institutions, involvement in academic activities related to corporate governance and experience at The University of Tokyo as an Executive Vice President.
Yasuyuki Higuchi*2 Director (Outside Director) -
  • Chairman of Microsoft Japan Co., Ltd.
  • Corporate Vice President of Microsoft Corporation
  • Director of ASKUL Corporation (Outside Director)
  • Director of Faith, Inc. (Outside Director)
Expected to fulfill his supervisory functions and provide valuable advice based on his insight as a company manager, acquired through many years of experience in a management role.
Takaaki Tamai Audit & Supervisory Board Member (Full-Time) 2 years - Expected to fulfill his audit functions based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in financial planning, product planning and overseas insurance business, and his terms in office as Director of the Company in charge of Corporate Planning Dept., Risk Management Dept. and International Business Development Dept.
Takashi Ito Audit & Supervisory Board Member (Full-Time) 1 year - Expected to fulfill his audit functions based on his wealth of experience and results he has achieved since joining Tokio Marine. These include his intensive involvement in product planning, corporate planning and legal matters, and his terms in office as Director of the Company in charge of Risk Management Dept., Legal Dept. and Internal Audit Dept.
Yuko Kawamoto Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member) 10 years
  • Professor, Graduate School of Business and Finance, Waseda University
  • Director of Mitsubishi UFJ Financial Group, Inc. (Outside Director)
Expected to fulfill her audit functions based on her insight on business management, acquired through many years of experience as a consultant and involvement in academic activities.
Akinari Horii Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member) 5 years Director and Special Advisor of The Canon Institute for Global Studies Expected to fulfill his audit functions based on his insight acquired through many years of experience in his roles as an executive or a regular employee of the Bank of Japan.
Akihiro Wani Audit & Supervisory Board Member (Outside Audit & Supervisory Board Member) 2 years Attorney-at-law Expected to fulfill his audit functions based on his insight on corporate legal affairs acquired through many years of experience in his role as an attorney-at-law.
  • *1
    Tenure as of the close of the Ordinary General Meeting of Shareholders convened on June 27, 2016.
  • *2
    Because of the new appointment at the Ordinary General Meeting of Shareholders convened on June 27, 2016, the tenure is not presented.