Messages from Outside Directors

The three outside directors of T&D Holdings deliver messages on corporate governance and future initiatives.

Breathe “Soul” into Governance Without Running to Formalism Ryuji Hori Director (outside officer, part-time)

Many Japanese companies recently have been working to strengthen corporate governance. The number of outside directors and their proportion to the total number of directors have been increasing. This in itself is a very good thing. However, there are some companies whose governance do not actually function properly despite having exemplary outside directors at the individual level. It is not a matter of simply abiding by formal requirements; a major issue for Japanese corporate governance going forward is how to breathe “soul” into governance.

To breathe soul into governance, it is very important to get to know the front line and not run to formalism. The Company creates various opportunities for outside directors and outside Audit & Supervisory Board members to observe actual worksites, including the sales, examination, and system development divisions of the Group’s life insurance companies, and this serves as invaluable reference material for understanding the background of debates at board meetings.

The non-mandated Nomination and Compensation Committee, which I chair, reviews appointment of corporate officers not only at the Company but also at the affiliated life insurance companies. In order to avoid any mismatches between faces and names of the candidates, we ask the Company to provide opportunities to meet them in person.

A contrivance to improve the effectiveness of the governance can also be seen in the career backgrounds of the outside directors. The Company has appointed three outside directors including me. I make full use of my own experience in management at a general trading company as well as a university professor specializing in legal affairs, and always strive to unreservedly express my opinions from both at a management and a legal standpoint. The other two outside directors have their own differing areas of expertise, and I think the composition is well-balanced. Further, regarding the board’s agenda, an environment to openly express one’s opinion is put in place with measures such as providing opportunities for outside directors to receive explanations directly from the departments involved beforehand.

In Japan, with the aging population and a declining birth rate, there is a view that the life insurance market will shrink. However, by virtue of providing unique products and services for seniors which preempts the changes of the times, the Group has successfully cultivated the domestic life insurance market. The aging of the society has in fact, led to the expansion of business opportunities for the Group. Going forward, please do look forward to the T&D Life Group’s initiatives for a society where seniors can live with a peace of mind and participate actively.

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