Tokio Marine Holdings Fundamental Corporate Governance Policy

[English Translation for reference purposes]

CHAPTER I Fundamental Views on Corporate Governance

(Fundamental views on corporate governance)

Article 1

Tokio Marine Holdings, Inc. (the "Company"), shall define the "Tokio Marine Group Corporate Philosophy" and is committed to the continuous enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society, employees and other stakeholders. For this purpose, the Company hereby establishes a sound and transparent corporate governance system and, based on its Basic Policies for Internal Controls, aims to exercise appropriate control over the Tokio Marine Group companies as a holding company.

CHAPTER II Rights of Shareholders and Securing Fairness

(Rights of shareholders and securing fairness)

Article 2

  • The Company shall maintain an environment in which voting rights at General Meetings of Shareholders can be appropriately executed.
  • 2The Company shall work to improve shareholder return by methods such as stable maintenance of shareholder dividend measures.
  • 3For the exercise of voting rights at General Meetings of Shareholders or the payment of dividends of surplus, the Company shall handle these in a fair manner, based on the type and number of shares held.

(Policies regarding equities held for Business-relationship)

Article 3

The equities held in the purpose of Business-relationship will be reduced to review the Company's risk portfolio and allocate capital to resolving social issues and to growth fields and so on.

(Related party transactions)

Article 4

The Company shall define Rules of the Board of Directors and the "Tokio Marine Group Policies for Management of Intragroup Transactions," and the Board of Directors shall monitor related party transactions between Officers and subsidiaries, etc., in an effort to ensure that the joint interests of the Company and shareholders are not harmed.

CHAPTER III Appropriate Cooperation with Stakeholders Other Than Shareholders

(Appropriate cooperation with stakeholders other than shareholders)

Article 5

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.

CHAPTER IV Appropriate Information Disclosure and Securing of Transparency

(Appropriate information disclosure and securing of transparency)

Article 6

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 non-financial information such as business plans.

CHAPTER V Responsibilities of The Board of Directors, etc.

(Responsibilities of the Board of Directors and its Members)

Article 7

  • The Board of Directors is responsible for decisions on important matters relating to the execution of the Company’s business and for supervising the performance of individual Directors.
  • 2The 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. Determination of significant business execution includes formulating Group management strategies, formulating Group management plans, establishing internal control systems within the Group, and business investment that is larger than a certain level.
  • 3Each Director shall endeavor to enable the Board of Directors to fulfill the responsibilities and functions outlined in the first paragraph above.
  • 4The Company shall entrust decision-making to Executive Officers of matters that do not require decisions to be made by the Board of Directors.

(Composition of the Board of Directors and Directors’ term of office etc.)

Article 8

  • Directors as a general rule, at least one-third shall be Outside Directors.
  • 2In order to ensure the effectiveness of the Board of Directors, it shall be a configuration that balances diversity with an appropriate size.
  • 3Directors shall be appointed for a term of office of one year. Directors may be re-appointed.
  • 4A tenure of Outside Directors shall be limited up to a maximum of ten years as a general rule.

(Conditions for selection of Directors)

Article 9

  • Directors shall have a deep understanding of the company’s business type, possess a wide range of knowledge required for management, and as a member of the Board of Directors, have the ability to make decisions that are necessary to determine significant business execution matters.
  • 2In addition to meeting the requirements set forth in the Section 1 of this Article, as a general rule, Outside Directors shall meet the independence standards as defined in the Exhibit.

(Responsibilities of Audit & Supervisory Board Members)

Article 10

Audit & Supervisory Board Members, as an independent body entrusted by shareholders, shall audit the performance of Directors, with the aim to ensure sound and fair management and accountability.

(Composition of Audit & Supervisory Board and the Audit & Supervisory Board Members’ term of office etc.)

Article 11

  • Audit & Supervisory Board Members as a general rule, a majority of the Audit & Supervisory Board Members shall be outside Members.
  • 2The term of office for Audit & Supervisory Board Members shall be four years. Audit & Supervisory Board Members may be re-appointed.
  • 3A tenure of Outside Directors shall be limited up to a maximum of three terms as a general rule.

Audit & Supervisory Board Members as a general rule, a majority of the Audit & Supervisory Board Members shall be outside Members.

(Conditions for selection of Audit & Supervisory Board Members)

Article 12

  • Audit & Supervisory Board Members shall have operational abilities and previous achievements and experience, etc., as Audit & Supervisory Board Members, and through implementation of high quality audits, secure sound and continuous growth of the company, contributing to the establishment of a superior corporate control system that can respond to societal trust.
  • 2In addition to meeting the requirements set forth in the Section 1 of this Article, as a general rule, Outside Audit & Supervisory Board Members shall meet the independence standards as defined in the Exhibit.

(Conditions for selection of Executive Officers)

Article 13

Executive Officers shall be evaluated based on competency as officers, achievements, experience and personality among others and may become responsible for the execution of business at the company.

(Conditions for selection of President & Chief Executive Officer)

Article 14

The President & Chief Executive Officer shall be a person who not only meets the conditions for selection of Directors defined in Article 9 and the conditions for selection of Executive Officers defined in Article 13, but has talent in leading business administration with a view to seeking the continuous growth of the Group and increasing its medium-to-long term corporate value.

(Dismissal policy)

Article 15

If the President & Chief Executive Officer or any of the Directors, Audit & Supervisory Board Members and Executive Officers fail to meet the conditions for selection to their positions as defined in this policy, the Nomination Committee shall deliberate on the dismissal of the relevant persons.

(Responsibilities of the Nomination Committee)

Article 16

  • The Company shall establish a Nomination Committee to serve as an advisory body to the Board of Directors.
  • 2The Nomination Committee shall deliberate on the following matters and otherwise, and report to the Board of Directors:
    • (1)The appointment and dismissal of the President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive Officers; and
    • (2)The criteria for the appointment and policy for the dismissal of the President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive Officers.
  • 3The Nomination Committee is responsible for deliberating a successor plan for the President & Chief Executive Officer and for appropriately supervising the implementation of the plan in order to develop successor candidates systematically.
  • 4The Nomination Committee shall identify skills etc. required of Directors and Audit & Supervisory Board Members, based upon which the Committee shall conduct deliberation as provided in Section 2(1) of this Article.

(Composition of the Nomination Committee)

Article 17

As a general rule, a majority of the members shall be selected from outside of the Company, and the chairman shall be one of the outside members.

(Responsibilities of the Compensation Committee)

Article 18

  • The Company shall establish a Compensation Committee to serve as an advisory body to its Board of Directors.
  • 2The Compensation Committee shall deliberate on the following matters and otherwise and report to the Board of Directors:
    • (1)Evaluation of the performance of the President & Chief Executive Officer, Directors (full-time) and Executive Officers.
    • (2)The compensation system and the level of compensation for the President & Chief Executive Officer, Directors and Executive Officers.
    • (3)Policy for determination of compensation for Directors, Audit & Supervisory Board Members and Executive Officers.

(Composition of the Compensation Committee)

Article 19

As a general rule, a majority of the members of each committee shall be selected from outside of the Company, and the chairman of each committee shall be one of the outside members.

(Policies on determination of compensation for Directors, Audit & Supervisory Board Members and Executive Officers)

Article 20

  • The Company shall ensure "transparency," "fairness," and "objectivity" when determining compensation for Directors, Audit & Supervisory Board Members, and Executive Officers.
  • 2The following structure shall apply to compensation for Directors, Audit & Supervisory Board Members, and Executive Officers.
    Applicable personnel Fixed compensation Performance-linked compensation Stock compensation
    Directors (Full-Time),
    Executive Officers
    yes yes yes
    Outside Directors,
    Directors (Part-Time)
    yes no yes
    Audit & Supervisory Board Members yes no no
    • * With respect to the component ratios of each type of compensations within the base amount of compensation for Directors and Executive Officers, in principle, the higher their positions, the greater the ratios of performance-linked compensation and stock compensation become.
  • 3The purpose of each type of compensation is as described below.
    Compensation type Purpose
    Performance-linked compensation Performance-linked compensation reflects the performance of an organization or an individual against the predetermined corporate and individual targets and is introduced to strengthen individuals’ incentives to raise the Company’s corporate value.
    Stock compensation Stock compensation is linked to the Company’s share price and is introduced to encourage the recipients to fulfill their accountability to shareholders by sharing returns on the Company’s shares with them.
  • 4The Board of Directors shall set the level of compensation for each position held by Directors and Executive Officers according to their responsibilities, while taking into consideration factors such as the business performance of the Company and the level of compensation in other companies.
  • 5Of the different types of compensation for Directors and Executive Officers, fixed compensation and performance-linked compensation shall be paid monthly, while stock compensation shall be delivered upon resignation.
  • 6The Board of Directors shall determine the details of compensation to individual Directors and Executive Officers and other important matters concerning compensation to Directors, Audit & Supervisory Board Members, and Executive Officers. Decisions on any matter requiring consultations with the Compensation Committee shall be made after obtaining opinions of the said Committee.

(Training Policies for Directors, Audit & Supervisory Board Members and Executive Officers)

Article 21

The Company will provide opportunities for training, as necessary, to Directors, Audit & Supervisory Board Members and Executive Officers, to allow them to appropriately fulfill duties required in each respective area.

CHAPTER VI Conversation with Shareholders

(Policy on constructive conversation with shareholders and investors)

Article 22

To promote constructive conversation with shareholders and investors, the Company shall work to establish structures according to the following basic principles.

  • (1)The Company shall establish Executive Officers in charge of business execution to conduct overall management for conversations with shareholders and investors, and establish a dedicated department to plan and implement these activities.
  • (2)Toward conversations with shareholders and investors such as earnings announcements and presentation meetings for investors, etc., a dedicated department of the Company shall work with other relevant departments to provide accurate and truthful information to shareholders and investors.
  • (3)Taking into account shareholding conditions and the views of shareholders and investors, etc., the Company shall work to provide various methods to communicate with shareholders and investors.
  • (4)Concerning comments acquired during the course of conversations with shareholders and investors, the Company shall periodically organize and analyze these comments, and report to the Board of Directors.
  • (5)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 and investors without utilizing any significant unpublicized information.

CHAPTER VII : Authority for Revision and Termination

(Authority for revision and termination)

Article 23

Revision and termination of this policy shall be made at a Board of Directors meeting. However, insignificant changes may be made by the Executive Officer in charge of the Legal & Compliance Department.

Exhibit: Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members

Outside Directors and Outside Audit & Supervisory Board Members are judged to be independent from the Company if they do not fall within any of the following categories:

  • (1)an executive of the Company or a subsidiary or affiliate of the Company;
  • (2)a person who has been an executive of the Company or a subsidiary or an affiliate of the Company in the past ten years;
  • (3)a party whose major client or supplier is the Company or a principal business subsidiary of the Company (a party whose transactions with the Company or a principal business subsidiary of the Company in the most recent fiscal year amount to 2% or more of its consolidated net sales), or an executive thereof;
  • (4)a party who is a major client or supplier of the Company or a principal business subsidiary of the Company (a party whose transactions with the Company or a principal business subsidiary of the Company in the most recent fiscal year amount to 2% or more of consolidated ordinary income of the Company), or an executive thereof;
  • (5)a financial institution or other major creditor which the Company or a principal business subsidiary of the Company relies on to the extent that it is an indispensable funding source that cannot be replaced, or an executive thereof;
  • (6)an executive of a corporation or an association or any other organization that receives donations from the Company or a principal business subsidiary of the Company in excess of a certain amount in the most recent fiscal year (10 million yen or 2% of the total revenue of such organization in the most recent fiscal year, whichever is larger);
  • (7)a spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board Member, or Executive Officer of the Company or a subsidiary or an affiliate of the Company;
  • (8)a consultant, accountant, lawyer, or other specialist who receives compensation from the Company or a principal business subsidiary of the Company other than compensation for Directors, Audit & Supervisory Board Members and Executive Officers of the Company or a principal business subsidiary of the Company in excess of a certain amount in the most recent fiscal year (10 million yen or 2% of the total revenue of a corporation or association or any other organization to which such specialist belongs in the most recent fiscal year, whichever is larger); or
  • (9)a party who holds 10% or more of the voting rights of all shareholders of the Company at the end of the most recent fiscal year, or an executive thereof.

Adopted on May 27, 2005
Revised on July 5, 2007
Revised on December 17, 2007
Revised on July 1, 2008
Revised on June 29, 2009
Revised on June 28, 2010
Revised on June 27, 2011
Revised on May 1, 2015
Revised on April 28, 2016
Revised on May 1, 2017
Revised on May 15, 2017
Revised on November 19, 2018
Revised on April 1, 2020
Revised on April 15, 2020
Revised on January 1, 2021
Revised on March 22, 2021
Revised on October 19, 2021
Revised on May 20, 2022
Revised on November 18, 2022
The Board of Directors of Tokio Marine Holdings, Inc