Corporate Governance

• The Company shall respect the rights of shareholders and strive to develop a conducive environment for shareholders to appropriately exercise those rights. Efforts shall also be made to ensure the effective equality of all shareholders.
• The Company shall strive to foster a sound corporate culture and work environment by appropriately collaborating with a variety of stakeholders, including customers, shareholders, employees, insurance agents, business partners and local communities.
• The Company shall strive to increase the transparency of management through appropriate and timely disclosure of corporate information, including financial information and non-financial information regarding management strategies, management priorities and other matters.
• The Company shall strive to ensure the effectiveness of the Board of Directors' oversight function over the execution of business as the holding company responsible for the business execution management function of each Group company.
• The Company shall engage in constructive dialogue with stakeholders in order to contribute to sustainable growth and the enhancement of corporate value over the medium- to long-term.

Corporate Governance Framework

Basic Policy on Corporate Governance(PDF:147KB / 18 pages）

Corporate Governance Report(PDF:971KB / 25 pages）

1. The candidate possesses the knowledge and experience needed to accurately, impartially and efficiently manage business as well as possessing a sufficient degree of public trust.
2. In addition to the requirements set forth in the previous criterion, candidates for outside director must satisfy the independence criteria established by the Company and the Tokyo Stock Exchange, and must be recognized as being free from the risk of any conflicts with the common interests of shareholders.

1. (1)
   The candidate is not currently, nor has been in the past 10 years, a person who executes the business of the Company or its subsidiaries.
2. (2)
   The candidate is not currently, nor has recently been, a person/entity for which the Company is a major client or a person who executes business for such client, nor a major client of the Company or a person who executes business for such client.
3. (3)
   The candidate is not currently, nor has recently been, a consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/auditor compensation from the Company.
4. (4)
   The candidate is not currently, nor has recently been, a relative of a person who executes business of the Company or its subsidiary, or a relative of persons described in (2) or (3) above.
5. (5)
   In addition to the above, there must be no doubt about the independence of the candidate in terms of fulfilling his or her duties as an independent outside director or Audit & Supervisory Committee member.

1. The policies on determining the amount of compensation for the Company’s directors and Audit & Supervisory Committee Members and the method of calculating the amount shall be as follows:
   1. (i)
      Position the executive compensation system as a key matter within corporate governance which is designed to serve as an “appropriate incentive to encourage management to exercise leadership and fulfill their roles and responsibilities” in order to realize the Group’s management philosophy and vision, and to enhance corporate value and achieve sustainable growth over the medium- to long-term.

   ＜Basic policy＞

   1. ・
      Set appropriate compensation levels
      Compensation levels shall be set to contribute to sound management, the enhancement of corporate value over the medium- to long-term, and sustainable growth.
   2. ・
      Strengthen its role as a sound incentive
      Determine compensation fairly and rigorously, taking into account each executive’s role, level of responsibility, and contribution to performance.
   3. ・
      Alignment with the Group’s long-term vision
      By designing a compensation system that is closely linked to the Group’s long-term vision and key performance indicators, it will support the achievement of Group KPIs and promote the further strengthening of integrated Group management and Group governance.
   4. ・
      Sharing value with stakeholders
      Under a medium- to long-term perspective, the Company will introduce a performance-based stock compensation plan to share value with its shareholders and other stakeholders.
   5. ・
      Strengthen compensation governance
      The Company will ensure independent, objective, and transparent compensation governance through appropriate deliberations on compensation design, evaluation, and other matters by the Nomination and Compensation Committee.
   1. (ii)
      The executive compensation system comprises monthly compensation, bonuses, and trust-type stock compensation (excluding non-residents in Japan). For the compensation etc. of Directors who are not Audit & Supervisory Committee Members, the Board of Directors sets an appropriate payment ratio for each type of compensation, etc., and the amount, etc. of compensation according to the responsibilities of each position.
   1. (iii)
      Monthly compensation is paid monthly and bonuses are paid annually by monetary payments. The trust-type stock compensation awards points linked to business performance and other factors once a year. The Company issues shares equivalent to 70% of those points (subject to transfer restrictions while the recipient remains in office), and the remaining 30% is paid out in cash upon retirement, equivalent to the value of the accumulated points. In cases where it is judged that any Director has conducted any wrongdoings stipulated by the Company (serious delinquency, illegal conduct, data breach, etc.) before the date that the stock ownership rights is fixed, delivery and payment of stock and cash shall not be realized. In addition, in cases where any wrongdoings were found after the date that the stock ownership rights is fixed, the Company may request for acquisition of restricted stock without compensation and compensation in the amount of the calculated number of stock and the calculated stock price multiplied.
2. Compensation for Directors who are not Audit & Supervisory Committee Members (excluding part-time Directors which include Outside Directors) shall be as follows:
   1. (i)
      Monthly compensation, bonuses, and trust-type stock compensation (excluding non-residents in Japan), among which bonuses and trust-type stock compensation vary with performance, etc. Furthermore, monthly compensation, bonuses, and trust-type stock compensation shall be determined within the limits of the amounts established by resolution of the shareholders meeting.
   2. (ii)
      Regarding the method for calculating individual compensation amounts, monthly compensation is a fixed amount determined based on role and responsibilities; bonuses are calculated based on company performance evaluations (with a focus on single fiscal year evaluation items) and evaluations of the respective departments; and points for trust-type stock compensation are calculated based on company performance evaluations (with a focus on medium- to long-term evaluation items and market evaluation items).
      Matters such as the monthly compensation table, individual performance-based bonus amounts, and the amounts of trust-type stock compensation, are discussed by the Nomination and Compensation Committee before the opinion is reported to the Board of Directors, and will be determined by the Board of Directors considering the opinion.
   3. (iii)
      For the assessment of the Company’s performance in the preceding item, performance indicators are determined annually by the Board of Directors based on medium- to long-term management strategies. A coefficient according to the achievement rate for each item is then multiplied to yield a score. A score for the division an individual officer is in charge of is calculated based on how much progress has been made in achieving divisional targets.
   4. (iv)
      The evaluation weighting for the Company performance assessment and the evaluation of the division each officer is in charge of in calculating individual bonus amounts is determined based on criteria established by the Board of Directors in accordance with the responsibilities of each role. Note that the Representative Director’s evaluation weighting for the Company performance assessment is 100%.
3. Compensation for the part-time Directors including Outside Directors who are not Audit & Supervisory Committee Members shall be as follows:
   1. (i)
      Comprises monthly compensation (fixed) only.
   2. (ii)
      The monthly compensation for each individual shall be determined by the Board of Directors according to the calculation using the compensation table determined by the Board, which is within the scope of the amounts stipulated by a resolution of the shareholders meeting.
4. Compensation, etc. for the Directors who are Audit & Supervisory Committee Members is as follows:
   1. (i)
      Comprises monthly compensation (fixed) only.
   2. (ii)
      Monthly compensation of each individual shall be determined by discussions of Directors who are also Audit & Supervisory Committee Members within the scope stipulated by a resolution of the shareholders meeting.

• The Company shall emphasize constructive dialogue with shareholders and other stakeholders as it strives to increase their understanding of its management policies through dialogue. At the same time, information and other feedback obtained through this dialogue shall be reported regularly to management. In this way, the Company shall strive to drive the sustained growth of the Group as a whole and increase its corporate value over the medium and long term.
• To engage in dialogue with shareholders and other stakeholders, the Company shall nominate the executive officer in charge of the Investor Relations Department as the Investor Relations (IR) and Shareholder Relations (SR) Officer.
• In providing information about the business environment, business strategies and financial conditions, and operating performance of the Group as a whole, in addition to statutory disclosures, the Company shall strive to enhance the disclosure of information by conducting IR and SR activities and providing audio and video streaming, along with making other content available via its corporate website.
• When disclosing the information described in Item 3. above, the Company shall strive to enhance the disclosed information by encouraging close coordination between various related departments, such as the IR and SR departments, and various Group companies.
• In order to prevent the unauthorized disclosure of financial information while preparations for announcements of financial results are being made, the Company shall set a “Silent Period” in its IR and SR activities in its "IR Policy". In doing so, the Company shall strive to ensure fairness in all of its IR and SR activities.

• Cross-shareholdings shall be held to maintain and strengthen relationships with business alliance partners and joint business partners. As a general rule, holdings for any other purposes shall be reduced.
• Each year, the Company and the Board of Directors of each company of the Group with cross-shareholdings examine whether the shareholdings are appropriate or not by concretely scrutinizing the appropriateness of the purpose of the shareholdings and if the benefits and risks associated with the shareholdings are commensurate with the cost of capital.
• If it is deemed that it is unsuitable to continue with the cross-shareholdings based on the examination results of the above 2 , such cross-shareholdings shall be made subject to sale so as to reduce them.
• Examination details and results of the above 2 and 3 of the Group shall be disclosed annually.
• The Group believes that the appropriate exercise of the voting rights of cross-shareholdings will encourage the establishment of sound corporate governance systems and sustained growth at counterparty companies. At the same time, the Group believes that the appropriate exercise of these voting rights is a crucial means of helping to bolster shareholder interests. Accordingly, the Group shall exercise the voting rights of its cross-shareholdings.
• In the course of exercising voting rights as stipulated in the preceding item, the Company shall strive to share a common awareness with the counterparty company by engaging in dialogue and other forms of communication from a medium- to long-term perspective, while respecting the counterparty company's management decisions, rather than making judgments based on formal standards. In cases where it is judged that shareholder interests could be impaired, the Company shall express its position through the appropriate exercise of its voting rights.

• The Company shall strive to provide easy-to-understand disclosure based on its core disclosure principles of timeliness, fairness and accuracy in order to maintain and reinforce trust among all of its stakeholders and to increase the level of transparency in its corporate governance.
• The Company shall disclose statutory information stipulated in the Insurance Business Act, the Financial Instruments and Exchange Act, and other related laws and ordinances, and in the rules of the Tokyo Stock Exchange. The Company shall also disclose information it deems to be important for its stakeholders, taking into account the business environment, economic conditions, and industry trends.
• The Company shall strive to disclose information to as many people as possible using various media.
• The Company shall establish Disclosure Rules that set forth the purpose, basic policy, system, activities and other aspects of disclosure, and shall proactively strive to provide disclosure based on those rules.