T&D Insurance Group which consists of T&D Holdings, Inc. (hereinafter referred to as the "Company") and its subsidiary institutional companies and financial institutions shall, under the T&D Insurance Group's Management Vision "We aim to be the top insurance company in terms of customer satisfaction by providing the best products and services." and "Basic Policy on Customer-Oriented Business Conduct," properly manage transactions with potential conflicts of interest so that the interests of the customer are not unduly harmed.

The Company is an insurance holding company under the Insurance Business Act, and has established Conflict of Interest Management Policy (hereinafter referred to as the "Policy"), which is required as the conflict of interest management system based on the laws and regulations. A summary of the Policy is presented below.

1. Scope of Management for Transactions with Potential Conflicts of Interest

(1) Covered Transactions

The "Transactions with Potential Conflicts of Interest" covered by the Policy refer to transactions with the potential to unduly harm the customer's interests included in the operations conducted by insurance companies which are subsidiaries of the Company or the Company's Subsidiary Financial Institutions prescribed in laws and regulations (hereinafter simply "Subsidiary Financial Institutions") (limited to the operations which insurance companies can conduct according to the Insurance Business Act), or the financial instruments business and services incidental to the financial instruments business as stipulated by Article 35, paragraph 1 of the Financial Instruments and Exchange Act conducted by Subsidiary Financial Institutions of insurance companies which are subsidiaries of the Company, related to transactions conducted by insurance companies which are subsidiaries of the Company or Subsidiary Financial Institutions.

Transactions with potential conflicts of interest may develop as (1) conflicts of interest between customers and insurance companies which are subsidiaries of the Company or Subsidiary Financial Institutions of the Company, or, (2) among customers of either insurance companies which are subsidiaries of the Company or Subsidiary Financial Institutions of the Company and other customers.

"Customers" refer to (1) customers with existing transaction relationships, (2) customers who may enter into transaction relationships, (3) of customers with past transaction relationships, those who still currently have legal rights, related to the operations conducted by insurance companies which are subsidiaries of the Company or the Company's Subsidiary Financial Institutions (limited to the operations which insurance companies can conduct according to the Insurance Business Act), or the financial instruments business and services incidental to the financial instruments business as stipulated by Article 35, paragraph 1 of the Financial Instruments and Exchange Act conducted by Subsidiary Financial Institutions of insurance companies which are subsidiaries of the Company.

(2) Types

The types of "Transactions with Potential Conflicts of Interest" may be considered as follows. However, please note that these types are no more than determination criteria for the presence of "Transactions with Potential Conflicts of Interest," and simply because a transaction corresponds to one or more of these types, it is not necessarily a "Transaction with Potential Conflicts of Interest." Please also note that future additions and changes may be made to these types as required.

  • Where the customer has a reasonable expectation their own interests will be prioritized.
  • Where the Company or a Subsidiary Financial Institution of the Company may gain an economic interest or avoid an economic loss through the sacrifice of the customer.
  • Where customers are solicited in ways that prioritizes economically or otherwise another customer's interests over theirs.
  • Where the Company or a Subsidiary Financial Institution of the Company conducts the same operations as the customer.
  • Related to transactions with parties other than customers, where the customer receives solicitation in forms other than normal commission fees and costs, such as in the form of monies, goods, or services, or where these are to be received in the future.
  • For corresponding transactions, where one customer and another customer are in a competitive relationship.
  • Related to transactions with parties other than customers, where information received from the customer is used to benefit the Company or a Subsidiary Financial Institution of the Company.

Of the "prohibited acts pertaining to the conclusion of an insurance contract or insurance solicitation" stipulated by each item of Article 300, paragraph 1 of the Insurance Business Act, "prohibited acts pertaining to the conclusion or solicitation of a financial instruments transaction contract" stipulated by Article 38 of the Financial Instruments and Exchange Act, and prohibited acts in other laws and regulations, for transactions corresponding to "Transactions with Potential Conflicts of Interest," the Company designates these as "Specified" in accordance with the Policy, but regarding their "Management," the Company will continue to work toward occurrence prevention and monitoring within the existing legal compliance stance.

2. Management Methods for "Transactions with Potential Conflicts of Interest"

The Company and its subsidiary companies including insurance companies, which bear the duty to create conflict of interest management systems, where transactions with potential conflicts of interest are specified, will select and combine the following and other methods to ensure the appropriate protection of the customer in question.

  • Method of shutting off the information between the company and the department conducting the covered transaction and the company and the department conducting the transaction with the customer in question.
  • Method of changing the conditions or the method of the covered transaction or the transaction with the customer in question.
  • Method of cancelling the covered transaction or the transaction with the customer in question.
  • Where there is the risk of the interests of the customer in question being unduly harmed as a result of the covered transactions, a method to properly disclose this risk to the customer in question (however, this is limited to cases where laws and regulations beginning with the Act on the Protection of Personal Information as well as the duty of confidentiality borne by the Company or the companies within T&D Insurance Group are not violated.)

3. Conflict of Interest Management System

(1) Establishment of a Conflict of Interest Management Department

The Company's Risk Management Department is established as the department responsible for conflict of interest management, and General Manager of Risk Management Department as the person responsible for conflict of interest management. Furthermore, subsidiaries including insurance companies of the Company will also establish departments responsible for conflict of interest management. To create an effective system for conflict of interest management, the Company's department responsible for conflict of interest management will coordinate with the departments responsible for conflict of interest management of the subsidiaries including insurance companies, and while maintaining its independence, will control the entire T&D Insurance Group management system related to specifying transactions with potential conflicts of interest and managing conflicts of interest.

(2) Responsibilities of the Conflict of Interest Management Department

The department responsible for conflict of interest management bears the following responsibilities.

  • The department responsible for conflict of interest management, based on the Policy, will formulate "Group Regulations for Conflict of Interest Management," and in addition to specifying transactions with potential conflicts of interest and accurately implementing conflict of interest management, will periodically and appropriately evaluate the efficacy of these processes and work to improve them.
  • The department responsible for conflict of interest management will record the measures taken for the specification and management of "Transactions with Potential Conflicts of Interest" and store those records for five years from the day of their creation.
  • The department responsible for conflict of interest management will regularly implement training on the Policy and the operational procedures based on the Policy with the Company's officers and employees, create awareness regarding conflict of interest management, and work to establish a system to create the same awareness among the officers and employees of insurance companies which are subsidiaries of the Company and Subsidiary Financial Institutions of the Company.