Messages from Outside Directors

Thoroughly Demonstrate the Monitoring Function with the Understanding of the Unique Governance Haruka Matsuyama Director (outside officer, part-time)

Four years have passed since I was appointed as an outside director of the Company. Japan’s Companies Act and Corporate Governance Code require outside directors to demonstrate the monitoring function against the management, and it is generally recognized that outside directors also serve as management advisors. As an attorney specialized in areas including Companies Act and Corporate Governance Code, I have strived the past four years to fulfill my role as an outside director through proposals and other feedback based on my experience and knowledge.

The most important place for monitoring is the Board of Directors. I think the Company’s board is exceptional for its well organized “reporting items” and regular, highly detailed reports. The monitoring of business execution, including the monitoring of the management of the Group’s operating companies, is in a sense, a matter of course for a financial holding company, but receiving reports not only after problems surface but also reports which allow fixed-point observation of overall management are very helpful to me as an outside director.

Including its monitoring systems, the Company has constructed a highly unique form of governance. The biggest determining characteristic of our governance system is that the Company, under a holding company structure, holds two life insurance companies of an equivalent size, Taiyo Life and Daido Life. This functions as both competition and restraint within the Group a good way. It can be said that this balance of the holding company and its affiliated life insurance companies itself is supporting the governance of the overall T&D Life Group. From my standpoint as an outside director, I intend to continue demonstrating the monitoring function thoroughly in order to prevent this exquisite balance from being disrupted. Further, the Company has established the Nomination and Compensation Committee, which is not mandated by law. With regard to the committee’s operations, progressive initiatives have started including discussion on a succession plan.

The Company is implementing a robust management with a long-term outlook under a solid governance. At the same time, the Company continues to grow by promptly identifying the needs of the customer and the society and actively launching highly distinctive strategies. I believe T&D Holding is a company which could be invested over the long term with a sense of security. Therefore I would invite investors to keep their attention focused on the Company.

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