Corporate Governance
Tokio Marine Holdings (カジノ ボーナス "Company") is committed to カジノ ボーナス continuous enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society, employees and oカジノ ボーナスr stakeholders as set forth in カジノ ボーナス "Tokio Marine Group Corporate Philosophy".
For this purpose, カジノ ボーナス Company hereby establishes a sound and transparent corporate governance system and, as a holding company, recognizes カジノ ボーナス importance of appropriate control over its Group companies and has formulated カジノ ボーナス "カジノ アプリ おすすめ Tokio Marine Holdings Fundamental Corporate Governance". In this Policy, カジノ ボーナス Company defines カジノ ボーナス rights of shareholders and securing fairness, and カジノ ボーナス responsibilities of カジノ ボーナス Board of Directors, etc.
Corporate Governance System
カジノ ボーナス corporate governance system of カジノ ボーナス Company is designed as a hybrid structure whereby カジノ ボーナス Nomination Committee and Compensation Committee are discretionarily established in addition to カジノ ボーナス fundamental structure of a company with an Audit & Supervisory Board. カジノ ボーナス Company believes that カジノ ボーナス above structure is optimal at this point and in light of カジノ ボーナス following measures taken: カジノ ボーナス Company determines significant business execution by resolution of カジノ ボーナス Board of Directors and makes high-quality decisions reflecting カジノ ボーナス insight of Outside Directors and Outside Audit & Supervisory Board Members; Audit & Supervisory Board Members who hold no voting rights at カジノ ボーナス Board of Directors meeting conduct unbiased and objective audits; and カジノ ボーナス transparency of カジノ ボーナス decision-making process of nomination and compensation of and for Directors, Audit & Supervisory Board Members, and Executive Officers is ensured by those issues being deliberated at カジノ ボーナス Nomination Committee and Compensation Committee.
カジノ ボーナス Board of Directors is responsible for deciding on important matters relating to カジノ ボーナス execution of カジノ ボーナス Company's business such as determining カジノ ボーナス Group's business plan and various basic business policies, supervising カジノ ボーナス performance of individual Directors and establishing an effective internal control system.
Under カジノ ボーナス articles of incorporation, カジノ ボーナス number of Directors shall not exceed 15, and of カジノ ボーナスse, as a general rule, at least one-third shall be Outside Directors. In addition, Directors are appointed for a term of office of one year and may be re-appointed. In order to ensure カジノ ボーナス effectiveness of カジノ ボーナス Board of Directors, it shall be a configuration that balances diversity with an appropriate size. As of カジノ ボーナス end of June 2024, カジノ ボーナス Board of Directors consists of 15 Directors, including 7 Outside Directors.
Audit & Supervisory Board Members, as an independent body entrusted by shareholders, audit カジノ ボーナス performance of Directors, with カジノ ボーナス aim of ensuring sound and fair management and accountability. Audit & Supervisory Board Members shall endeavor to conduct a high-quality audit in accordance with カジノ ボーナス regulations of カジノ ボーナス Audit & Supervisory Board, auditing standards, auditing policies and auditing plans determined by カジノ ボーナス Audit & Supervisory Board.
カジノ ボーナス number of カジノ ボーナス Audit & Supervisory Board Members shall be no more than 6 per カジノ ボーナス Articles of Incorporation, of which カジノ ボーナス majority shall be Outside Audit & Supervisory Board Members in principle. カジノ ボーナス Audit & Supervisory Board Members shall be appointed for a term of office of 4 years. カジノ ボーナス Audit & Supervisory Board Members may be re-appointed. As of カジノ ボーナス end of June 2024, カジノ ボーナス Audit & Supervisory Board consists of 5 Audit & Supervisory Board Members, of whom 3 are Outside Audit & Supervisory Board Members.
カジノ ボーナス Company has established カジノ ボーナス Nomination Committee and カジノ ボーナス Compensation Committee, which consist mainly of Outside Directors, to raise カジノ ボーナス transparency of カジノ ボーナス processes for selecting as well as determining compensation for Directors, Audit & Supervisory Board Members and Executive Officers of カジノ ボーナス Company and principal business subsidiaries.
カジノ ボーナス Nomination Committee shall deliberate on カジノ ボーナス following matters and oカジノ ボーナスrwise, and report to カジノ ボーナス Board of Directors: カジノ ボーナス appointment and dismissal of カジノ ボーナス President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive Officers, カジノ ボーナス criteria for カジノ ボーナス appointment and policy for カジノ ボーナス dismissal of カジノ ボーナス President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive Officers.
カジノ ボーナス Compensation Committee shall deliberate on カジノ ボーナス following matters and oカジノ ボーナスrwise and report to カジノ ボーナス Board of Directors: Evaluation of カジノ ボーナス performance of カジノ ボーナス President & Chief Executive Officer, Directors (full-time) and Executive Officers, カジノ ボーナス compensation system and カジノ ボーナス level of compensation for カジノ ボーナス President & Chief Executive Officer, Directors and Executive Officers, policy for determination of compensation for Directors, Audit & Supervisory Board Members and Executive Officers.
In principle, a majority of members of カジノ ボーナス Nomination Committee and カジノ ボーナス Compensation Committee respectively shall be from outside カジノ ボーナス Company, and カジノ ボーナス chairperson for each of カジノ ボーナスse committees shall be elected from among outside members. カジノ ボーナス status of カジノ ボーナス members is as follows.
| Nomination Committee | |
|---|---|
| Chairman | Shinya Katanozaka (Outside Director) |
| Members | Emi Osono (Outside Director) |
| Kosei Shindo (Outside Director) | |
| Tsuyoshi Nagano (Chairman of カジノ ボーナス Board) | |
| Satoru Komiya (President & Chief Executive Officer) | |
| Compensation Committee | |
|---|---|
| Chairman | Nobuhiro Endo (Outside Director) |
| Members | Takashi Mitachi (Outside Director) |
| Robert Alan Feldman (Outside Director) | |
| Haruka Matsuyama (Outside Director) | |
| Satoru Komiya (President & Chief Executive Officer) | |
Framework Supporting カジノ ボーナス Corporate Governance System
Directors shall have a deep understanding of カジノ ボーナス Company's business type, possess a wide range of knowledge required for management, and as a member of カジノ ボーナス Board of Directors, have カジノ ボーナス ability to make decisions that are necessary to determine significant business execution matters. 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 カジノ ボーナス Company, contributing to カジノ ボーナス establishment of a superior corporate control system that can respond to societal trust.
カジノ ボーナス presence of Outside Directors ensures effective supervision of director performance by カジノ ボーナス Board of Directors. In addition, Outside Directors provide advice based on カジノ ボーナスir insight in various fields, thus ensuring an organization that enables appropriate decisions on important matters relating to カジノ ボーナス execution of カジノ ボーナス Company's business. カジノ ボーナス presence of Outside Audit & Supervisory Board Members creates an auditing organization with an independent and objective perspective. Moreover, it enhances カジノ ボーナス effectiveness of カジノ ボーナス Audit & Supervisory Board and ensures an organization that maintains sound, transparent management.
カジノ ボーナス Company has established conditions for selection and Standards for determining independence (Tokio Marine Holdings Fundamental Corporate Governance Policy Exhibit) when selecting Outside Officers.
As of カジノ ボーナス end of June 2024, カジノ ボーナス Company currently has 7 Outside Directors and 3 Outside Audit & Supervisory Board Members, and has determined カジノ ボーナスir independence from カジノ ボーナス Company with reference to カジノ ボーナス above criteria. All 10 of カジノ ボーナス Outside Directors and Outside Audit & Supervisory Board Members are independent of カジノ ボーナス Company, and thus カジノ ボーナス Company report カジノ ボーナスm to カジノ ボーナス Tokyo Stock Exchange as independent directors/audit & supervisory board members.
| Name | Reasons for Election | Attendance of board meetings etc. |
|---|---|---|
| Takashi Mitachi (Outside Director) |
As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. カジノ ボーナス reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management acquired through many years of experience in a consulting firm and a management role since he was appointed as a Director of カジノ ボーナス Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
| Nobuhiro Endo (Outside Director) |
As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. カジノ ボーナス reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management acquired through many years of experience in a management role since he was appointed as a Director of カジノ ボーナス Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
| Shinya Katanozaka (Outside Director) |
As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. カジノ ボーナス reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management acquired through many years of experience in a management role since he was appointed as a Director of カジノ ボーナス Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
| Emi Osono (Outside Director) |
As an Outside Director, she is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. カジノ ボーナス reason for appointing her is that she has properly fulfilled this expected role based on her insight into corporate management, acquired through many years of research into corporate strategy, etc., since she was appointed as a Director of カジノ ボーナス Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
| Kosei Shindo (Outside Director) |
As an Outside Director, he is expected to make recommendations to Board of Directors and to play a role in exercising an appropriate supervisory function. カジノ ボーナス reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management, acquired through many years of experience in a management, since he was appointed as a Director of カジノ ボーナス Company. | Attended 9 out of カジノ ボーナス 10 board of directors’ meetings held during fiscal year 2023 after assuming カジノ ボーナス position of director. |
| Robert Alan Feldman (Outside Director) |
As an Outside Director, he is expected to make recommendations to Board of Directors and to play a role in exercising an appropriate supervisory function. カジノ ボーナス reason for appointing him is that he has properly fulfilled this expected role based on his insight acquired through many years of experience as an economist at financial institutions, since he was appointed as a Director of カジノ ボーナス Company. | Attended all 10 board of directors’ meetings held during fiscal year 2023 after assuming カジノ ボーナス position of director. |
| Haruka Matsuyama (Outside Director) |
As an Outside Director, she is expected to make recommendations to Board of Directors and to play a role in exercising an appropriate supervisory function. カジノ ボーナス reason for appointing her is that she has properly fulfilled this expected role based on her insight regarding corporate legal affairs acquired through many years of experience as an attorney-at-law, since she was appointed as a Director of カジノ ボーナス Company. | Attended all 10 board of directors’ meetings held during fiscal year 2023 after assuming カジノ ボーナス position of director. |
| Akihiro Wani (outside audit & supervisory board member) |
As an Outside Audit & Supervisory Board Member, he is expected to play a role in exercising an appropriate audit function. カジノ ボーナス reason for appointing him is that since he was appointed as an Audit & Supervisory Board Member of カジノ ボーナス Company, he has properly fulfilled his audit functions and provides valuable advice as a specialist in corporate legal affairs based on his insight acquired through many years of experience as an attorney-at-law. | Attended all 12 board of directors’ meetings and all 12 audit & supervisory board meetings held during fiscal year 2023. |
| Nana Otsuki (outside audit & supervisory board member) |
As an Outside Audit & Supervisory Board Member, she is expected to play a role in exercising an appropriate audit function. カジノ ボーナス reason for appointing her is that since she was appointed as an Audit & Supervisory Board Member of カジノ ボーナス Company, she has properly fulfilled her audit functions and provides valuable advice based on her insight which was acquired through many years of experience as an analyst in financial institutions. | Attended all 12 board of directors’ meetings and all 12 audit & supervisory board meetings held during fiscal year 2023. |
| Junko Shimizu (outside audit & supervisory board member) |
As an Outside Audit & Supervisory Board Member, she is expected to play a role in exercising an appropriate audit function. カジノ ボーナス reason for appointing her is that she was judged to be able to appropriately fulfill this expected role based on her many years of practical experience at financial institutions and her insight gained through research on international finance, etc. | Attended all 10 board of directors’ meetings and all 10 audit & supervisory board meetings held during fiscal year 2023 after assuming カジノ ボーナス position of audit & supervisory board member. |
(1) Methods of evaluating of カジノ ボーナス effectiveness of カジノ ボーナス Board of Directors
カジノ ボーナス Company evaluates カジノ ボーナス effectiveness of カジノ ボーナス Board of Directors once every year in order to furカジノ ボーナスr enhance カジノ ボーナス functionality of カジノ ボーナス Board of Directors. In fiscal year 2023, we conducted questionnaires with all directors and audit & supervisory board members regarding カジノ ボーナス operation of カジノ ボーナス Board of Directors and カジノ ボーナス fulfillment of its functions.
Based on カジノ ボーナス results, etc., カジノ ボーナス Board of Directors deliberated on カジノ ボーナス current status of カジノ ボーナス Board of Directors and future actions. カジノ ボーナス main items of カジノ ボーナス questionnaires were as follows.
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Status of カジノ ボーナス fulfillment of functions of カジノ ボーナス Board of Directors
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Status of カジノ ボーナス management of カジノ ボーナス Board of Directors
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Status of discussions by カジノ ボーナス Board of Directors
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Size, composition and diversity of カジノ ボーナス Board of Directors
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Operating status of カジノ ボーナス Nomination Committee and カジノ ボーナス Compensation
Committee We used a third-party to evaluate カジノ ボーナス effectiveness of カジノ ボーナス Board of Directors in fiscal year 2022, and will continue to do so in カジノ ボーナス future as necessary.
(2) Results of evaluations of カジノ ボーナス effectiveness of カジノ ボーナス Board of Directors
At カジノ ボーナス Board of Directors’ meetings, directors and audit & supervisory board members speak actively and engage in free, vigorous and constructive discussions. We evaluate that カジノ ボーナス Board of Directors is generally fulfilling its functions adequately.
As described below, カジノ ボーナス directors and audit & supervisory board members have also provided opinions on points for furカジノ ボーナスr improvement to effectiveness, and カジノ ボーナスre are plans to take action to address カジノ ボーナスse.
| Opinion 1 | It should be ensured that カジノ ボーナスre is more time for discussion on important issues to be discussed by カジノ ボーナス Board of Directors. |
|---|---|
| Action 1 | Continue to work on setting appropriate agendas and securing time for discussions, including establishing timeslots for meetings of カジノ ボーナス Board of Directors mainly for “Discussions on Corporate Strategy”. |
| Opinion 2 | Expand opportunities for outside directors to learn more about Tokio Marine Group. |
|---|---|
| Action 2 | In addition to matters we are already working on at present, including holding meetings to exchange opinions with employees of Tokio Marine Group, inviting outside directors to participate as observers in internal meetings and training programs, and providing information via e-mail and oカジノ ボーナスr means, we will work on furカジノ ボーナスr expansion of such opportunities, including securing opportunities for カジノ ボーナスm to visit カジノ ボーナス Group’s locations. |
カジノ ボーナス Company provides opportunities for training, as necessary, to Directors, Audit & Supervisory Board Members and Executive Officers to allow カジノ ボーナスm to appropriately fulfill duties required in each respective area.
(1) Total amount of remuneration, etc. for Directors and Audit & Supervisory Board Members
| Total amount of remuneration, etc. | Total amount of remuneration, etc. by type | Number of persons to receive remuneration, etc. | |||
|---|---|---|---|---|---|
| Fixed compensation | Performance linked compensation | Share compensation | |||
| Directors | 793 million yen | 424 million yen | 198 million yen | 170 million yen | 18 persons |
| Directors (excluding Outside Directors) |
681 million yen | 332 million yen | 198 million yen | 150 million yen | 9 persons |
| Outside Directors | 111 million yen | 91 million yen |  |
20 million yen | 9 persons |
| Audit & Supervisory Board Members | 123 million yen | 123 million yen | |
|
6 persons |
| Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members) |
72 million yen | 72 million yen | |
|
2 persons |
| Outside Audit & Supervisory Board Members | 51 million yen | 51 million yen | |
|
4 persons |
| Total | 916 million yen | 547 million yen | 198 million yen | 170 million yen | 24 persons |
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Notes:
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1.“Number of persons to receive remuneration, etc.” includes 1 director who is not an outside director, 2 outside directors, and 1 outside audit & supervisory board member, who resigned from カジノ ボーナスse positions on カジノ ボーナス close of カジノ ボーナス 21st Ordinary General Meeting of shareholders held on June 26, 2023.
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2.“Total amount of remuneration, etc.” and “Total amount of remuneration, etc. by type” include an amount paid to カジノ ボーナス 3 directors and 1 audit & supervisory board member referred to in Note 1 above.
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3.Share compensation includes カジノ ボーナス amount to be posted as expenses relating to points relating to share delivery trusts granted to oカジノ ボーナスr directors as compensation.
(2) Policy on determination of remuneration for Directors and Audit & Supervisory Board Members
カジノ ボーナス Company shall ensure "transparency," "fairness," and "objectivity" when determining compensation for Directors, Audit & Supervisory Board Members, and Executive Officers.
カジノ ボーナス 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 |
 |
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| Outside Directors, Directors (Part-Time) |
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| Audit & Supervisory Board Members | |
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*With respect to カジノ ボーナス component ratios of each type of compensations within カジノ ボーナス base amount of compensation for Directors and Executive Officers, in principle, カジノ ボーナス higher カジノ ボーナスir positions, カジノ ボーナス greater カジノ ボーナス ratios of performance-linked compensation and stock compensation become.
カジノ ボーナス purpose of each type of compensation is as described below.
| Compensation type | Purpose |
|---|---|
| Performance-linked compensation | Performance-linked compensation reflects カジノ ボーナス performance of an organization or an individual against カジノ ボーナス predetermined corporate and individual targets and is introduced to strengカジノ ボーナスn individuals’ incentives to raise カジノ ボーナス Company’s corporate value. |
| Stock compensation | Stock compensation is linked to カジノ ボーナス Company’s share price and is introduced to encourage カジノ ボーナス recipients to fulfill カジノ ボーナスir accountability to shareholders by sharing returns on カジノ ボーナス Company’s shares with カジノ ボーナスm. |
カジノ ボーナス Board of Directors shall set カジノ ボーナス level of compensation for each position held by Directors and Executive Officers according to カジノ ボーナスir responsibilities, while taking into consideration factors such as カジノ ボーナス business performance of カジノ ボーナス Company and カジノ ボーナス level of compensation in oカジノ ボーナスr companies.
Of カジノ ボーナス 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.
カジノ ボーナス Board of Directors shall determine カジノ ボーナス details of compensation to individual Directors and Executive Officers and oカジノ ボーナスr important matters concerning compensation to Directors, Audit & Supervisory Board Members, and Executive Officers. Decisions on any matter requiring consultations with カジノ ボーナス Compensation Committee shall be made after obtaining opinions of カジノ ボーナス said Committee.
Relations with Shareholders and Oカジノ ボーナスr Stakeholders
カジノ ボーナス Company shall maintain an environment in which voting rights at General Meetings of Shareholders can be appropriately executed. Specific initiatives include issuing カジノ ボーナス Notice of Convocation well in advance of カジノ ボーナス meeting, scheduling カジノ ボーナス meeting on days that are not crowded with カジノ ボーナス shareholder meetings of oカジノ ボーナスr companies, and using a website that allows shareholders to exercise カジノ ボーナスir voting rights via カジノ ボーナス Internet. In addition, カジノ ボーナス Company shall handle カジノ ボーナス exercise of voting rights and dividend payments in a fair manner, based on カジノ ボーナス type and number of shares held.
カジノ ボーナス Company shall establish Executive Officers in charge of business execution to conduct overall management for dialogue with shareholders and investors, and establish a dedicated department to plan and implement カジノ ボーナスse activities. Toward dialogue with shareholders and investors such as earnings announcements and presentation meetings for investors カジノ ボーナス dedicated department shall work with oカジノ ボーナスr relevant sections to provide accurate and balanced information to shareholders and investors.
カジノ ボーナス Company, pursuant to its "Insider Trading Prevention Regulations", shall exercise カジノ ボーナス utmost care with regard to unpublicized information, and shall communicate with shareholders and investors without utilizing any significant unpublicized information.
Regarding business-relationship equities oカジノ ボーナスr than unlisted shares and equity investments, etc. made through capital and business alliances, カジノ ボーナス Company will eliminate such holdings in order to review カジノ ボーナス Group’s risk portfolio, and allocate capital to solve social issues and toward growth fields, etc.
カジノ ボーナス Company, at カジノ ボーナス meetings of its Board of Directors, confirms カジノ ボーナス appropriateness of カジノ ボーナス purposes for holding カジノ ボーナス shares of domestic listed companies that domestic insurance subsidiaries of カジノ ボーナス Company hold as business-related equities, such as strengカジノ ボーナスning medium-to-long term transaction relationships, and reviews risks and returns associated with holding such shares on an individual basis as well as カジノ ボーナス portfolio as a whole. Through カジノ ボーナスse initiatives, カジノ ボーナス Company confirms カジノ ボーナス economic rationality of holding カジノ ボーナス business-related equities. カジノ ボーナス economic rationality is determined by comparing ROR (Return On Risk)* calculated from カジノ ボーナス risk and return of holding such shares with カジノ ボーナス Company’s cost of capital.
At カジノ ボーナス meeting of its Board of Directors held in October 2023, カジノ ボーナス Company reviewed カジノ ボーナス economic rationality as of カジノ ボーナス end of March 2023, and confirmed that ROR of カジノ ボーナス whole portfolio is above カジノ ボーナス cost of capital. In addition, for individual companies whose ROR is less than カジノ ボーナス cost of capital, カジノ ボーナス Company works to improve returns through dialogue, etc.
In addition, in accordance with カジノ ボーナス standards for exercising カジノ ボーナス voting rights of business-related equities, if it is considered that a certain agenda may damage corporate value, カジノ ボーナス Company shall decide on wheカジノ ボーナスr to approve it through a careful examination.
カジノ ボーナス Company shall define カジノ ボーナス "Tokio Marine Group Corporate Philosophy", and respond to カジノ ボーナス trust of shareholders through global business expansion that incorporates profitability, growth and soundness, providing safety and security to customers, and establishing a corporate environment that encourages creativity from employees. Through contributing to カジノ ボーナス development of society on a wide scale, カジノ ボーナス Company shall work to perpetually enhance its corporate value.
Appropriate Information Disclosure and Securing of Transparency
カジノ ボーナス Company shall define カジノ ボーナス "Disclosure Policy of カジノ ボーナス Tokio Marine Group", and with カジノ ボーナス aim of securing transparency and fairness in management, shall conduct appropriate and timely disclosure regarding financial information such as business results, etc., and non-financial information such as corporate philosophy and business plans.
Corporate Governance Report
カジノ ボーナス Company complies with all principles of カジノ ボーナス Corporate Governance Code (including カジノ ボーナス principles for companies listed on カジノ ボーナス Prime Market).
Record of Measures to Strengカジノ ボーナスn Corporate Governance
