Corporate Governance Tokio Marine Holdings, Inc.

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Tokio Marine Holdings has constructed a system for ensuring sound and highly transparent corporate governance. Also, as a holding company, it supervises each Group member company accordingly.

Tokio Marine Holdings, in line with the Tokio Marine Group Corporate Philosophy, is committed to the continuous enhancement of the Group's corporate value by fulfilling its responsibilities to shareholders, customers, society, employees and other stakeholders. For this purpose, the Company hereby maintains a sound and highly transparent corporate governance system. As a holding company, it aims to exercise appropriate control over Tokio Marine Group companies. The Corporate Governance Policies of the Company shall be reviewed and amended as necessary to adapt to changes in the business environment.

Corporate Governance Policies

Corporate governance organizational chart

Corporate Governance Structure

Body	Role assigned (top) and composition (bottom)
Board of Directors	The Board of Directors is responsible for decisions on important matters relating to the execution of Tokio Marine Holdings' business, for supervising the performance of individual directors, and establishing an appropriate internal control environment and effective internal control system.
Board of Directors	Approx. 10 members, at least 3 of whom, in principle, must be outside Directors
Corporate Auditors, Board of Corporate Auditors	Audits the performance of Directors, as an independent body entrusted by shareholders.
Corporate Auditors, Board of Corporate Auditors	Approx. 5 members. In principle, a majority of these must be outside Corporate Auditors.
Nomination Committee	Deliberates and reports to the Board of Directors on appointment and dismissal of Directors and Corporate Auditors of Tokio Marine Holdings and major subsidiaries and on requirements for such appointments.
Nomination Committee	Approx. 5 members, a majority of whom must, in principle, be outside members. The committee chair shall be chosen from among the outside members.
Compensation Committee	Deliberates and reports to the Board of Directors on performance evaluations of Directors and Corporate Auditors of Tokio Marine Holdings and major subsidiaries, as well as on the executive compensation system.
Compensation Committee	Approx. 5 members, a majority of whom must in principle be outside members. The committee chair shall be chosen from among the outside members.

Compensation System for Directors and Corporate Auditors of the Company

Compensation for full-time directors (including non-members of the Board) of Tokio Marine Holdings 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 part-time directors of Tokio Marine Holdings consists of two elements: fixed compensation and stock options.

Compensation for corporate auditors of Tokio Marine Holdings consists of one element: fixed compensation.

The compensation system for directors (including non-members of the Board) and corporate auditors of the Company's principal business subsidiaries shall generally be identical to that applied to directors (including non-members of the Board) and corporate auditors of the Company.

Governance of Subsidiaries

Tokio Marine Holdings carries out the supervision of its subsidiaries, including the monitoring of their business plans, by exercising its shareholder rights and rights based on management agreements. It also formulates fundamental policies for the promotion of compliance, risk management and internal auditing for the Group, and supervises its subsidiaries through building and operating structures based on these policies.

Establishment of an Internal Control Systems

In accordance with the Companies Act of Japan and the Enforcement Regulations of the Companies Act of Japan, Tokio Marine Holdings has formulated its Basic Policies for Internal Controls. Under these policies, Tokio Marine Holdings is appropriately establishing internal control systems for the entire Tokio Marine Group that include Group company management systems, compliance and risk management.

Also based on these policies, the Internal Control Committee formulates various types of policies and measures, evaluates the state of implementation and deliberates on improvements, and reports the results to the Board of Directors.

Basic Policies for Internal Controls

System for ensuring proper operations within the Tokio Marine Group
System for ensuring the execution of professional duties in accordance with applicable laws, regulations and the Articles of Incorporation
System for risk management
System for ensuring efficient execution of professional duties
System for maintaining and managing information concerning the execution of directors' duties
Matters concerning support personnel to the corporate auditors and their independence from the directors
System of reporting to the corporate auditors
Other systems for ensuring effective audits by the corporate auditors

Tokio Marine Holdings Basic Policies for Internal Controls

Internal Audit System

Within the Tokio Marine Group, internal audits are executed based on the aim that "in order to play an effective role in achieving the Group's management targets, internal audits covering the full scope of operations performed in its business should not simply identify and indicate problems in the internal office processes but also assess the internal controls and propose measures for improvements." Within Tokio Marine Holdings and its insurance subsidiaries, each company has its own internal audit department, which performs appropriate internal audits mainly on risk management and compliance, which are the pillars of internal controls, in accordance with the type and level of risks.

The Internal Audit Department of Tokio Marine Holdings directly carries out auditing and monitoring of the internal controls of those subsidiaries that do not have their own internal audit department.

The results of these audits are reported to the Internal Audit Department of Tokio Marine Holdings and the Board of Directors of each member company of the Group. If any serious issue is found in the audit results, it is reported to the Board of Directors of Tokio Marine Holdings as well.

Unified Framework of Internal Audits within the Tokio Marine Group

A set of unified Basic Policies for Internal Audits and Internal Audit Rules are applied to all internal audits that are performed by internal audit departments of the Group companies in order to ensure consistent internal auditing within the Tokio Marine Group. In addition, priority issues and checking points on internal audits are defined every year and internal audit plans of the subsidiaries require the prior approval of Tokio Marine Holdings. Through these approaches, Tokio Marine Holdings endeavors to enhance the consistency of internal auditing throughout the Group.

Information Disclosure

We make every effort to disclose information about the Tokio Marine Group's current financial condition and future business development in a fair and understandable manner that facilitates precise and expeditious understanding for our investors and financial analysts.

Disclosure Policy of the Tokio Marine Group

We aim to disclose meaningful information regarding the Tokio Marine Group that enhances management transparency and fairness in connection with our corporate social responsibility.

Disclosure Policy
It is our policy to expeditiously disclose information in accordance with the "Securities Listing Regulations" stipulated by the Tokyo Stock Exchange. We strive for timely, accurate and fair disclosure of other information that is relevant to our customers, shareholders and investors, representative offices and employees, as well as Japanese society at large.
Disclosure Methods
Disclosure pursuant to the Tokyo Stock Exchange rules, regulations and other requirements is made through the Timely Disclosure network, or TDnet, as well as the press and other appropriate means. We subsequently post disclosed information on our website. Other disclosure is made in a manner appropriate to the content of the relevant information.
Disclaimer
Disclosure made based on this Disclosure Policy is intended to accurately, expeditiously and fairly inform the public regarding the Tokio Marine Group's activities and is not intended to constitute an investment offer or solicitation.

Adopted on November 30, 2004
Revised on September 29, 2010