Corporate Governance Report

Tokio Marine Holdings, Inc.
Last Update: June 24, 2024

Tokio Marine Holdings, Inc.
Satoru Komiya, President & Chief Executive Officer
Contact: Kenjiro Matsuura, Legal & Compliance Dept.
Securities Code: 8766
https://www.tokiomarinehd.com/en/
The corporate governance of Tokio Marine Holdings, Inc. (the “Company”) is as follows.

I. Fundamental Views on Corporate Governance, and Basic Information on Capital Structure,
Corporate Attributes and Other Matters
1. Fundamental Views
The Company defines the “Tokio Marine Group Corporate Philosophy” and is committed to the continuous
enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society,employees, and other stakeholders. For this purpose, the Company hereby establishes a sound and transparent
corporate governance system, and based on its “Basic Policies for Internal Controls”, aims to exercise
appropriate control over the Tokio Marine Group (the “Group”) companies as a holding company.
In the various basic business policies for the Group, the Company prescribes basic terms for the managementof the group companies and compliance, risk management and internal audit of the Group. Moreover, businessstrategies, business projects and other important plans by principal group companies are subject to theCompany's prior approval, while their compliance with various basic business policies and theimplementation status of their business plans are confirmed by the Company. Through these and othermeasures, the Company manages the major group companies.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with all principles of the Corporate Governance Code (including the principles forcompanies listed on the Prime Market).
[Disclosure Based on the Principles of the Corporate Governance Code] (Updated)
1. Corporate Philosophy and Fundamental Corporate Governance Policy(1) Corporate Philosophy (Principle 3-1(i))
With customer trust as the foundation for all its activities, the Group continually strives to raise corporate
value.
・ Through the provision of the highest quality products and services, the Group aims to deliver safety
and security to all our customers.
・ By developing sound, profitable and growing businesses throughout the world, the Group will fulfill
its mandate to shareholders.
・ The Group will continue to build an open and dynamic corporate culture that enables each and every
employee to demonstrate his or her creative potential.
・ Acting as a good corporate citizen through fair and responsible management, the Group will broadly
contribute to the development of society.
(2) Tokio Marine Holdings Fundamental Corporate Governance Policy (Principle 3-1(ii))-1-

The Company defines the "Tokio Marine Holdings Fundamental Corporate Governance Policy"(“Fundamental Policy”) (see “2. Other Matters Concerning the Corporate Governance System” in “V. Others”
as described below), and the fundamental views thereof are as follows.
The Company shall define the "Tokio Marine Group Corporate Philosophy" and is committed to thecontinuous enhancement of corporate value by fulfilling its responsibilities to shareholders, customers,society, employees and other stakeholders. For this purpose, the Company hereby establishes a sound andtransparent corporate governance system, and based on its Basic Policies for Internal Controls, aims toexercise appropriate control over the Group companies as a holding company.
2. Dialogue with Shareholders and Investors and Capital Policy, etc.
(1) Dialogue with Shareholders and Investors (Principle 5-1)
To promote constructive conversation with shareholders and investors, the Company works to establish
structures according to the following basic principles.
① The Company shall establish Executive Officers in charge of business execution to conduct overallmanagement for conversations with shareholders and investors, and establish a dedicated department toplan and implement these activities.
② Toward conversations with shareholders and investors such as earnings announcements and presentation
meetings for investors, etc., a dedicated department of the Company shall work with other relevant
departments to provide accurate and balanced information to shareholders and investors.
③ Taking into account shareholding conditions and the views of shareholders and investors, etc., theCompany shall work to provide various methods for constructive communication with shareholders andinvestors.
④ Concerning comments acquired during the course of conversations with shareholders and investors,
the Company shall periodically organize and analyze these comments, and report to the Board of
Directors.
⑤ The Company, pursuant to its "Insider Trading Prevention Regulations", shall exercise the utmost carewith regard to unpublicized information, and shall have conversations with shareholders and investors
without utilizing any significant unpublicized information.
The Company’s efforts regarding “Dialogue with Shareholders” (announced on March 31, 2023 on the Tokyo
Stock Exchange) is disclosed on the Company’s website and in the Integrated Annual Report. Status of
dialogue between the management and shareholders and investors (FY 2022) and matters of interest ofshareholders and investors, etc. are disclosed in “Integrated Annual Report 2023” from page 118 to 121.
https://www.tokiomarinehd.com/en/company/governance/dialogue
https://www.tokiomarinehd.com/en/ir/download/annual_report.html(2) Fundamental Policy of Business Portfolio (Supplementary Principle 5-2①)
The Company’s Purpose is to protect its customers and society in times of need through the provision of
security and safety. To achieve this Purpose, the Company will build a business portfolio based on the basic
policy of solving increasingly diverse and complex social issues and contributing to the creation of a safe andsecure world on the axis of global risk diversification, while simultaneously creating social value throughcontributions to a sustainable society and shareholder value through sustainable profit growth.
(3) Enhancement of Corporate Value through Capital Policy (Principle 1-3, Principle 5-2)
The Purpose of the Group is to protect customers and society in times of need, and the Group has set as ouraspiration 2035, the goal of being a “partner that continues to deliver innovative solutions to issues and risks
our customers and society are facing.”
To achieve this goal, in the Mid-Term Business Plan (FY 2024 to FY 2026), the Group's basic strategies areglobal risk diversification and integrated management of the Group. The Group will work on the following
three pillars of growth: (1) dramatic expansion of value delivery areas; (2) diversification and broadening of
distribution; and (3) thorough improvement of productivity; and the two pillars of discipline: (1) strengthening
and improvement of internal control and governance; and (2) enhancement of business portfolio and capitalmanagement, as the priority strategies of the Group.
In addition, the Mid-Term Business Plan aims to achieve an adjusted EPS compound annual growth rate
(CAGR) of at least +8% (+16% if gains from sale of business-relationship equities are included) and an
adjusted ROE of at least 14% (20% if gains from sale of business-relationship equities are included). In orderto achieve this, the Group will strategically review its portfolio based on internal growth in Japan and overseas,-2-and through the sale of business-relationship equities, generate capital and funds. We will then allocate thegenerated capital and funds to good-quality investments, and if there are no suitable opportunities, we will
return capital to shareholders, thus continuing a cycle that enhances the Company’s corporate value.

Also, in order to maintain a disciplined capital policy, the Group sets the target range of ESR (Economic
Solvency Ratio. Risk amount is calculated using a model based on an AA credit rating equivalent of
99.95%VaR (*). The amount excludes restricted capital.) to a range from 100% to 140%. As of the end of
March 2024, the ESR was 140%, which is within the target range at its upper end. When the ESR is within
the target range, our policy is to flexibly consider whether or not to make business investments, to take an
additional risk, and/or to return the capital to our shareholders.
(*)Value at Risk (VaR) : The maximum amount of loss that may be incurred within a certain probability range
within a certain period of time in the future. A 99.95% VaR is an amount within which the loss falls in a yearwith 99.95% probability.
With regard to shareholder returns, the Company positions dividends as the basis of shareholder returns andour policy is to increase dividends sustainably in line with profit growth. The amount of dividends isdetermined based on the average adjusted net income over 5 years, taking into account that single-year profits
in the insurance business are characteristically prone to fluctuation due to the effects of natural disasters, etc.
Specifically, the total amount of dividends is determined to be approximately 50% of the 5-year average profit.
The Company’s policy is to conduct the acquisition of treasury shares flexibly, comprehensively taking into
consideration factors such as the capital level, market conditions, business investment opportunities, andeffects on adjusted EPS growth.

-3-As a result of these efforts, the ROE of the Group has consistently trended above the 7% cost of capital. We
will continue to achieve strong earnings growth in both insurance underwriting and asset management, andby implementing disciplined capital policies, we aim to “achieve the world’s top class EPS growth” and“elevate our ROE to the level of our global peers”.

The Company’s efforts regarding “Actions to Implement Management that is Conscious of Cost of Capitaland Stock Price” (announced on March 31, 2023 on the Tokyo Stock Exchange) are disclosed in the Integrated
Annual Report. The approach to portfolio review/business investment, shareholder return policy, and trend of
ROE etc. are disclosed in “Integrated Annual Report 2023” from page 44 to 53.
https://www.tokiomarinehd.com/en/ir/download/annual_report.html
3. Policy and procedure, etc. for appointment and dismissal of executive personnel(1) Policy and procedure for appointment, nomination, and dismissal of executive personnel (Principle 31(iv), Supplementary Principle 4-3②, Supplementary Principle 4-3③, Supplementary Principle 4-10①)
The Company shall establish a Nomination Committee and a Compensation Committee to serve as advisory
bodies to the Board of Directors.
The Nomination Committee shall deliberate and report to the Board of Directors regarding the appointment
and dismissal of the President & Chief Executive Officer, Directors, Audit & Supervisory Board Members,-4-and Executive Officers of the Company, as well as the criteria for appointment and the dismissal policies. If
the President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive
Officers of the Company fail to meet the conditions for selection to their positions, the Nomination Committee
deliberates on the dismissal of the relevant persons. The Nomination Committee is responsible for deliberating
a successor plan for the President & Chief Executive Officer and for appropriately supervising theimplementation of the plan in order to develop successor candidates systematically.
After receiving the report about the contents of deliberation and result from the Nomination Committee, theBoard of Directors shall deliberate on personnel change regarding Directors, Executive Officers and Audit &Supervisory Board Members based on the report.
As a general rule, a majority of the members of the Nomination Committee shall be selected from outside of
the Company, and the chairman shall be one of the outside members. As of the date of submission of thisreport, 3 of the 5 members are Outside Members.
For details on the Company’s policies and procedures for the election, dismissal and nomination of Directors,
Audit & Supervisory Board Members and Executive Officers, see Article 9 and Article 12 through Article 17of the Fundamental Policy.
(2) Succession plan for the President & Chief Executive Officer (Principle 4-1➂)
The Nomination Committee, an advisory body to the Board of Directors, receives sufficient reports from the
President & Chief Executive Officer regarding succession plans and specific succession candidates,
exchanges opinions with members, mainly the outside directors, considers management issues, and provides
feedback to the Board of Directors as necessary.
(3) Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members(Principle 4-9)
Outside Directors and Outside Audit & Supervisory Board Members are judged to be independent from theCompany if they do not fall within any of the following categories:➀ an executive of the Company or a subsidiary or affiliate of the Company;② a person who has been an executive of the Company or a subsidiary or an affiliate of the Company inthe past 10 years;③ a party whose major client or supplier is the Company or a principal business subsidiary of the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in themost recent fiscal year amount to 2% or more of its consolidated net sales), or an executive thereof;④ a party who is a major client or supplier of the Company or a principal business subsidiary of theCompany (a party whose transactions with the Company or a principal business subsidiary of theCompany in the most recent fiscal year amount to 2% or more of consolidated ordinary income of theCompany), or an executive thereof;➄ a financial institution or other major creditor which the Company or a principal business subsidiary of
the Company relies on to the extent that it is an indispensable funding source that cannot be replaced,or an executive thereof;⑥ an executive of a corporation or an association or any other organization that receives donations fromthe Company or a principal business subsidiary of the Company in excess of a certain amount in themost recent fiscal year (10 million yen or 2% of the total revenue of such organization in the most recent
fiscal year, whichever is larger);➆ a spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board Member,or Executive Officer of the Company or a subsidiary or an affiliate of the Company;➇ a consultant, accountant, lawyer, or other specialist who receives compensation from the Company ora principal business subsidiary of the Company other than compensation for Directors, Audit &Supervisory Board Members and Executive Officers of the Company or a principal business subsidiaryof the Company in excess of a certain amount in the most recent fiscal year (10 million yen or 2% of
the total revenue of a corporation or association or any other organization to which such specialist
belongs in the most recent fiscal year, whichever is larger); or➈ a party who holds 10% or more of the voting rights of all shareholders of the Company at the end of
the most recent fiscal year, or an executive thereof.
(4) Composition Ratio of Outside Directors of the Board of Directors (Principle 4-8)
As a general rule, at least one-third of Directors shall be Outside Directors. As of the date of submission ofthis report, 7 out of 15 Directors are Outside Directors.

-5-(5) Diversity of Directors and Audit & Supervisory Board Members (Supplementary Principle 4-11①)
In order to ensure the effectiveness of the Board of Directors, it shall be comprised in a way balancing diversity
and an appropriate size. Directors shall be appointed for a term of office of 1 year. Directors may be reappointed. When selecting the Audit & Supervisory Board Members, a balanced composition shall beestablished in the same way as with Directors.
Also, regarding the skills of Directors and Audit & Supervisory Board Members, the Company’s views are as
follows.
【The Company's Views Regarding the Skills of Directors and Audit & Supervisory Board Members】① The Group conducts its businesses on a global scale as an insurance group. In this context, theCompany has established sound and highly transparent corporate governance and internal control
systems, and appropriately governs its group companies, as an insurance holding company which
oversees the Group.
② The Board of Directors of the Company, which is a company with an Audit & Supervisory Board, notonly decides on important matters of business execution, but also oversees the execution of duties byDirectors. In order for the Board of Directors to fulfill its role appropriately, it is necessary for the
Board as a whole to possess the necessary skills, based on factors such as the nature of the Group'sbusinesses, its business development, governance structure, etc. Moreover, the necessary skills willchange with the business environment.
③ In order to decide on and oversee important matters of its business execution of the Company, it is firstnecessary to gain a deep understanding of its businesses - in other words, to be closely familiar with
“Insurance Business.”
In addition, skills in the fields of “Finance & Economy,” “Accounting,” “Legal & Compliance,”“Human Resources Strategies,” “Governance & Risk Management” form the basis for judgment on all
matters.
Now, moreover, with the response to the global environment and technological innovation becoming
an issue for society as a whole, the importance of “environmental” and “technological” skills is everincreasing.
Furthermore, skills including “Internationality” and “Corporate Management” are especially expectedof Outside Directors. This is because an awareness of the global environment and insight into corporate
management are extremely useful for the Group, which conducts its businesses on a global scale.
④ Regarding Audit & Supervisory Board Members, the Audit & Supervisory Board should also becomposed of members collectively possessing the skills required of the Board of Directors above, inorder to appropriately audit the execution of duties by Directors. Among these, “Accounting” isdesignated as a particularly important skill field.
⑤ The table on the next page shows the current Directors and Audit & Supervisory Board Members andthe skills they possess as of the date of submission of this report. The Company considers that,collectively, they possess the necessary skills.

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Position and major resposibilities

Legal ・
Compliance

Skills and experiences
Human
Resource
Strategies

Governance ・
RiskManagement

Name

GenderTsuyoshi Nagano

Male

Chairman of the
Board

Satoru Komiya

MalePresident & Chief
Executive Officer

Group CEO (Group Chief
Executive Officer)
Group CCO (Group Chief
Culture Officer)

Kenji Okada

Male

Senior Managing
Director

Group CFO (Group Chief
Financial Officer)✔

✔

Yoichi Moriwaki

Male

Senior Managing
Director

Group CSO (Group Chief
Strategy and Synergy
Officer)✔

✔

Kichiichiro
Yamamoto

Male

Senior Managing
Director

Head of International
Insurance Business
Co-Head of International
Business✔

✔

Kiyoshi Wada

Male

Managing Director

Group COO (Group Chief
Operating Officer)✔

✔

Keiko Fujita

Female Managing Director✔

✔

Hiroaki Shirota

Male

Director✔

Takashi Mitachi

Male

Outside Director✔

✔

Nobuhiro Endo

Male

Outside Director✔

✔

ShinyaKatanozaka

Male

Outside Director✔

✔

Emi Osono

Female Outside Director✔

Kosei ShindoMaleOutside Director✔

✔

Robert Alan
FeldmanMale

Outside Director

✔

✔

✔

HarukaMatsuyama

Female Outside Director

✔

✔

✔

✔

Takayuki Yuasa

Male

Audit & Supervisory
Board Member (fulltime)

✔

✔

✔

✔

✔

Akira Harashima

Male

Audit & Supervisory
Board Member (fulltime)✔

✔

Akihiro Wani

Male

Outside Audit &Supervisory Board
Member✔

✔

Nana Otsuki

Outside Audit &Female Supervisory Board
Member✔

✔

Junko Shimizu

Outside Audit &Female Supervisory Board
Member✔

✔

Corporate
Management

Finance &Economy

✔

✔

✔

✔

Accounting

Environment

Technology

Internationality

Insurance
Business

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Based on this policy, the Company has appointed 4 persons with experience in corporate management (1 ofwhom has extensive experience as a business management consultant) and 1 academic expert, 1 economist,
and 1 attorney-at-law as Outside Directors. Also, the Company has appointed, as Outside Audit &Supervisory Board Members, an attorney, an analyst, and an academic expert. Furthermore, many of theOutside Directors and Outside Audit & Supervisory Board Members have a wealth of international
experience. The Board of Directors and Audit & Supervisory Board thus consist of members with diverse
skills. Outside Directors and Outside Audit & Supervisory Board Members provide advice on ourmanagement based on these skills at the Board of Directors meeting, etc.
In terms of gender, the Company has appointed 3 female Directors and 2 female Audit & Supervisory Board
Members, and the percentage of female members of the Board of Directors and the Audit & Supervisory
Board is 25% as a whole. In addition, 1 Director of foreign nationality has been appointed.
(6) For an explanation on the election and nomination of executive personnel (Principle 3-1(v))
a. Internal Directors
See the last part of this section.

-7-

b. Outside Directors
See “[Directors], Outside Directors’ Relationship with the Company (2), Reasons for Election” in “II.
Business Management Organization and Other Corporate Governance Systems regarding Decision-making,Execution of Business, and Oversight in Management,” as described below.
c. Outside Audit & Supervisory Board Members
See “[Audit & Supervisory Board Members], Outside Audit & Supervisory Board Member’s Relationshipwith the Company (2), Reasons for Election” in “II. Business Management Organization and Other
Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight inManagement,” as described below.
4. Policy and process for determining the compensation of executive personnel (Principle 3-1(iii),
Supplementary Principle 4-10①)(1) Method of determining remuneration, etc. for individual Directors, Audit & Supervisory Board
Members, and Executive Officers
The Board of Directors decides by resolution the compensation system, level of compensation, evaluation ofindividual performance (distribution) and company performance evaluations based on reports from theCompensation Committee.
The remuneration, etc. for individual Directors for fiscal year 2023 was determined by resolution of theBoard of Directors based on the above. Subsequently, however, the Board of Directors reduced the
remuneration, etc. of the Directors. With respect to the specific determination on the remuneration, etc. foreach individual Director in relation to the reduction, in order to enable flexible implementation within aframework that ensures transparency, fairness, and objectivity, the Board of Directors entrusted the
Chairman of the Board (Tsuyoshi Nagano) with the determination on the remuneration, etc. for the President& Chief Executive Officer, and the President & Chief Executive Officer (Satoru Komiya) with thedetermination on the remuneration, etc. for the other Directors, respectively, and subject to obtaining theapproval of the Compensation Committee members and not deviating substantially from the proposal
presented to the Board of Directors, the decision was made by them respectively.
Individual remuneration, etc. for Audit & Supervisory Board Members is determined through consultation
among the Audit & Supervisory Board Members in accordance with the provisions of Paragraph 2 of Article
387 of the Companies Act.
(2) Roles and Composition of the Compensation Committee
We have established the Compensation Committee as an advisory body to the Board of Directors. The
Compensation Committee deliberates on the following matters and reports to the Board of Directors.
① Evaluation of the performance of the President & Chief Executive Officer, Directors and Executive
Officers.
② The compensation system and the level of compensation for the President & Chief Executive Officer,
Directors and Executive Officers.
③ Policy for determination of compensation for Directors, Audit & Supervisory Board Members andExecutive Officers.
In principle, a majority of the members of the Compensation Committee are from outside the Company, andits chairperson is elected from among the outside members. As of the date of this report, 4 of the 5 members
are Outside Members.
(3) Policy on determination of remuneration for Directors, Audit & Supervisory Board Members, andExecutive Officers
The Board of Directors has, as described below, decided on the policy for the determination of remuneration
based on the report of the Compensation Committee.
① The Company shall ensure "transparency," "fairness," and "objectivity" when determining compensation
for Directors, Audit & Supervisory Board Members, and Executive Officers.
② The following structure shall apply to compensation for Directors, Audit & Supervisory Board Members,
and Executive Officers.

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Applicable personnel

Fixed compensation

Performance-linked
compensation

Share compensation

Directors (Full-Time),
Executive Officers

Outside Directors,
Directors (Part-Time)

Audit & Supervisory
Board Members* With respect to the component ratios of each type of compensation within the base amount of compensation
for Directors and Executive Officers, in principle, the higher their positions, the greater the ratios of
performance-linked compensation and share compensation become.
③ The purpose of each type of compensation is as described below.
Compensation type
Purpose
Performance-linked
Performance-linked compensation reflects the performance of ancompensation
organization or an individual against the predetermined company andindividual targets and is introduced to strengthen individuals’ incentives
to raise the Company’s corporate value.
Share compensation
Share compensation is linked to the Company’s share price and isintroduced to encourage the recipients to fulfill their accountability toshareholders by sharing returns on the Company’s shares with them.
④ The Board of Directors shall set the level of compensation for Directors and Executive Officers by eachposition according to the responsibilities, while taking into consideration factors such as the businessperformance of the Company and the level of compensation in other companies.
⑤ Of the different types of compensation for Directors and Executive Officers, fixed compensation andperformance-linked compensation shall be paid monthly, while share compensation shall be delivered
upon resignation.
⑥ The Board of Directors shall determine the details of compensation to individual Directors and Executive
Officers and other important matters concerning compensation to Directors, Audit & Supervisory Board
Members, and Executive Officers. Decisions on any matter requiring consultations with theCompensation Committee shall be made after obtaining opinions of the said Committee.
(4) Composition of the base amount of remuneration, etc.
The composition of the base amount of remuneration etc. is as follows.

-9-(5) Performance-linked compensation
The Company has introduced performance-linked compensation to strengthen the incentives for
improvement of corporate value. This compensation is linked to “individual targets” and “the company
targets”. The results for the previous fiscal year are evaluated, and the performance-linked compensation ispaid in cash as consideration reflecting this evaluation (varying on a scale of 0% to 200% depending on theevaluation).
・Individual targets: Individual targets are determined at the beginning of the fiscal year, based on the
responsibilities of the individual Director.
・Company targets: In principle, company business targets are determined using the following
performance evaluation indicators. Those are the indicators that the Company considers as importantmanagement indicators.
Evaluation
periodItem

Composition
Ratio

TargetResults

April 2021
~March 2022

Adjusted net
incomeAdjusted ROE
Adjusted net
incomeAdjusted ROE
Indicators for
employeeengagement
Indicators forsustainability
strategies
Adjusted net
incomeAdjusted ROE
Indicators for
employeeengagement
Indicators forsustainability
strategies
Adjusted net
incomeAdjusted ROE
Indicators for
employeeengagement

60%

35%
5%

424.0
billion yen
10.8%
550.0
billion yen
12.5%
-

578.3
billion yen
14.4%
444.1
billion yen
11.1%
100%

5%

-

100%

50%
30%
10%

670.0
billion yen
17.1%
-

711.6
billion yen
15.5%
100%

10%

-

100%

50%

610.0
billion yen
11.0%
-

-

April 2022
~March 2023

April 2023
~March 2024

April 2024
~March 2025

40%
55%

30%
10%

- 10 --

Period for
payment of
performancelinked
compensation
July 2022~June 2023
July 2023~June 2024

July 2024~June 2025

July 2025~June 2026

Indicators for10%
sustainability
strategies
Notes: 1. Certain changes were made to the performance evaluation indicators regarding Directors responsible forthe international insurance business in order to reflect the results of this business.
2. Adjusted net income and adjusted ROE are management indicators of groupwide performance, ascalculated to include certain adjustments to financial accounting indicators, for purposes such as
promoting improvements in transparency as viewed from the market perspective.
3. Indicators for employee engagement are indicators that represent score changes in the culture and value
survey implemented on a Group-wide basis, including overseas.
4. Indicators for sustainability strategies are indicators that represent an overall assessment of initiatives in
the areas listed as key issues in the strategies.

(6) Share compensation
The Company introduces share delivery trust with a view to encouraging Directors and Executive Officers
to fulfill their accountability responsibilities through sharing the returns from share price movements withshareholders.
(7) Other
Notwithstanding the foregoing, the Company sets the remuneration, etc. for foreign Executive Officers, etc.
separately for each person, taking into consideration the market level, compensation custom, and otherfactors in each person’s native country, as well as the content of operations and business characteristics.
5. The function of the Board of Directors(1) Evaluations of the Effectiveness of the Board of Directors (Supplementary Principle 4-11➂)
a. Method for evaluating the effectiveness of the Board of Directors
The Company evaluates the effectiveness of the Board of Directors once every year in order to further enhance
the functionality of the Board of Directors. In fiscal year 2023, we conducted questionnaires with all Directors
and Audit & Supervisory Board Members regarding the operation of the Board of Directors and the fulfillmentof its functions. Based on the results, etc., the Board of Directors deliberated on matters such as the current
status of the Board of Directors and future actions. The main items of the questionnaires were as follows.
・

Status of the fulfillment of functions of the Board of Directors

・

Status of the operation of the Board of Directors

・

Status of discussions by the Board of Directors・

Size, composition and diversity of the Board of Directors

・ Status of the operation of the Nomination Committee and the Compensation Committee
We used a third-party to evaluate the effectiveness of the Board of Directors in fiscal year 2022, and willcontinue to do so in the future as necessary.
b. Results of evaluations of the effectiveness of the Board of Directors
At the Board of Directors’ meetings, Directors and Audit & Supervisory Board Members speak actively andengage in free, vigorous and constructive discussions. We evaluate that the Board of Directors is generally
fulfilling its functions adequately.
As described below, the Directors and Audit & Supervisory Board Members have also provided opinions on
points for further improvement to effectiveness, and there are plans to take action to address these.
<Opinion 1> It should be ensured that there is more time for discussion on important issues to be discussed
by the Board of Directors.
<Action 1> Continue to work on setting appropriate agendas and securing time for discussions, including
establishing timeslots for meetings of the Board of Directors mainly for “Discussions on Corporate Strategy”.
<Opinion 2> Expand opportunities for Outside Directors to learn more about the Group.
<Action 2> In addition to matters we are already working on at present, including holding meetings to
exchange opinions with employees of the Group, inviting Outside Directors to participate as observers ininternal meetings and training programs, and providing information via e-mail and other means, we will work

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on further expansion of such opportunities, including securing opportunities for them to visit the Group’s
locations.
(2) Implementing “Discussion on Corporate Strategy”
The Company aims to develop its corporate strategy around achieving sustainable growth and increasing
medium-to-long term corporate value by reflecting the opinions of its Outside Directors and Outside Audit &Supervisory Board Members. To achieve this, the Company carries out discussions regarding its management
issues and environment, etc., called “Discussion on Corporate Strategy” at meetings of its Board of Directors.
The discussion topics are chosen through a survey of Directors and Audit & Supervisory Board Members orbased on the discussions of independent directors/audit & supervisory board members’ meetings.
In fiscal year 2023, “Discussions on Corporate Strategy” were held on the themes listed below.
・What the Board of Directors should be

・

The Group’s Next Mid-Term Business Plan

・The Group’s Asian Non-Life Insurance Business Strategy

・Exchanging opinions with the Presidents of overseas Group companies(3) Holding the “Independent Directors/Audit & Supervisory Board Members’ meetings”
The Company holds a meeting per year which only independent Directors/Audit & Supervisory Board
Members attend. All facilitation including establishing the themes are conducted by the independent
Directors/Audit & Supervisory Board Members, and opinions about the Company are exchanged from an
objective and broad perspective.
In fiscal year 2023, discussions were held regarding medium- to long-term strategy, Group governance, andother topics, and recommendations were submitted based on these discussions.
(4) Training for Directors and Audit & Supervisory Board Members (Supplementary Principle 4-14②)
In addition to promoting personnel with the qualifications required for Directors and Audit & Supervisory
Board Members, we believe it is important to provide necessary training and information. For new Inside
Directors and Inside Audit & Supervisory Board Members of the Company and the Group, the Company holds
training sessions on the duties and responsibilities of Directors and Audit & Supervisory Board Members, atwhich an attorney-at-law serves as a lecturer. The Company also holds training sessions on some themes for
new Outside Directors and Outside Audit & Supervisory Board Members of the Company before they assume
office, in order to provide them with an understanding of matters thought to be indispensable to enable themto fulfill their responsibilities. The specific themes and training hours described below are those that were
implemented in fiscal year 2023.
Presentation time (minutes)
Mid-Term Business Plan of the Group
Mid-Term Business Plan of Tokio Marine & Nichido
Mid-Term Business Plan of Tokio Marine & Nichido
Life Insurance Co., Ltd.
Asset Management Strategy
International Insurance Business Strategy
Enterprise Risk Management (ERM)
Overview of Non-Life Insurance Industry
Summary of Financial Results and Insurance
Accounting
Human Resources Policy of the Group
Asset Management Strategy

90

90
90
90

In addition, in order to nurture the next generation of business executives, the Company conducts training forexecutives who are candidates for Executive Officers to acquire the leadership and management skills requiredof top management.
6. Sustainability Initiatives (Supplementary Principle 2-4① Supplementary Principle 3-1➂)(1) Sustainability in General- 12 -

The Group has grown by identifying social issues for each age and contributing to the resolution of theseissues through its core insurance business, starting with the Purpose, i.e. "protecting our customers and society
in times of need." Since our business activities themselves are a solution to social issues, we believe thatengaging in business activities with a sense of mission can contribute to the realization of a sustainable society
where people can live safely and securely and boldly take on challenges.
① Governance
To promote sustainability strategies throughout the Group, we have established the Sustainability Committee,
which is composed of the Group CEO and chief officers, including Chief Sustainability Officers ("CSUO")
to oversee sustainability initiatives, as well as overseas management teams, to deliberate on the content ofinitiatives, policies, etc. on a global basis. In principle, the Sustainability Committee meets 4 times a year todeliberate on policies for addressing sustainability issues and monitor the progress of each measure. CSUO
oversees the overall promotion and penetration of sustainability strategies. It is responsible for presenting
policies to the Board of Directors and reporting on progress.
In addition, the Board of Directors receives regular reports to discuss our efforts related to sustainability andappropriately supervise the execution of business.
In fiscal year 2023, the Board of Directors deliberated and reported on sustainability activities as follows.
Session Month
May 2023
October 2023
November 2023
March 2024

Matter for Deliberation
Review of Group Sustainability Initiatives in Fiscal Year 2022 and Annual Plan for
Fiscal Year 2023
Group Sustainability – Progress Report on the Annual Plan for Fiscal Year 2023
Group Sustainability – Progress Report on the Annual Plan for Fiscal Year 2023
(second half of the fiscal year)

Through the above system, we are working to spread the sustainability strategy among the Group employees
and to solve social issues through our business activities.
In addition, non-financial indicators related to sustainability strategies have been incorporated into
performance-based compensation for Directors.
Organizational Structure for Promoting Sustainability- 13 -

② Strategy
Based on the strong belief that "it is our duty to pass on a bright future to the next generation," the Group has
positioned "future generations" as stakeholders in addition to "customers," "society," "employees," and"shareholders and investors."
The Group has, with the Purpose as a starting point, set eight areas that should be addressed. We contribute to
the creation of a sustainable society while solving social issues through our business activities and theresolution of social issues, and as a result, we will simultaneously raise social and economic value.
The Group’s Eight Material Issues
Material Issues
a. Promote climate change countermeasures

Initiatives
・Achieving carbon neutrality by 2050 (including
its insurance customers, investee companies andfinancing recipients)

・Contribute to the transition through conducting
engagement with its insurance customers,
investee companies and financing recipients,
and through the provision of insurance andsolutions related to green transformation(hereinafter referred to as “GX”)

・Enhance response to natural disasters(“development and provision of products andservices” and “streamlining business processes”
for prompt payment of insurance claims in theevent of a large-scale disaster)・Provide disaster risk management services inprevention and recovery phases (assessment,
preparedness, evacuation,
recovery/reconstruction)

・Develop and provide new healthcare products
and services (prevention and pre-symptomaticstate) and adapt to the needs of a longevity
society for asset building and savings・

Solve social problems and regional issues
through supporting SMEs

・Strengthen human capital and implement HR
strategies to realize management strategies

・

Ensure diversity, and foster and penetrate aculture where diversity thrives

・Promote human rights due diligence in its
insurance customers, investee companies andfinancing recipients, value chains, and our own
corporate operations

e. Provide innovative solutions

・

Provide solutions to social issues such as GX,
disaster resilience, and well-being by leveraging
digital technology and data

f. Protect the natural environment

・Contribute to ‘Nature Positive’ 2030 (halting
and reversing the loss of natural capital andbiodiversity)

・Prevent global warming and conserve
biodiversity and wetlands through activities
such as planting mangroves, conserving andrestoring eelgrass beds, and other activities toprotect the sea

b. Improve disaster resiliencec. Support people’s healthy and enriching lives

d. Value people and promote diversity- 14 -

g. Support for fostering future generations

h. Open governance and integrity

・Support for the development of human resources
for the future through various educational
programs・Enhance management by reflecting suggestions
from future generations

・Enhance business quality in all value chains andstrengthen internal controls・Strengthen risk-based management (ERM) at all
Group companies, including overseas
companies

・Timely, appropriate and highly transparent
information disclosure③ Risk management
The risks surrounding the Group are becoming increasingly diverse and complex in response to global
business developments and changes in the management environment. In recent political, economic and social
situations, where uncertainty and drastic changes are taking place, we must always pay close attention to theemergence of new risks and respond appropriately. Accordingly, the Group comprehensively grasps risks inboth qualitative and quantitative terms, beyond conventional risk management for the purpose of mitigating
and avoiding risks. With regard to the environment and society, we identify sectors in which such risks arelikely to occur based on our Basic Environmental Policy, Basic Human Rights Policy, and Basic Policies on
Human Resources, and strive to appropriately identify and manage risks that have a negative impact.
④ Metrics and targets
The Group has set medium-and long-term sustainability targets (non-financial indicators) for each issue andis steadily advancing various initiatives by continuing to implement effective PDCA cycles.
(2) Climate change countermeasures and conservation of natural capital and biodiversity
Climate change, as well as being a global issue, causes an increase in extreme weather and natural disasters,
and thus has a direct impact on the insurance industry. Therefore, the Group has positioned climate change asa top priority issue to be addressed for our core insurance business as well as an institutional investor and a
global company.
In order to protect the global environment, it is essential not only to take measures against climate change but
also to take nature-positive measures to stop and restore the loss of natural capital and biodiversity. Climatechange is creating an environment in which plants cannot grow, resulting in the loss of nature. The loss ofnature reduces the amount of greenhouse gases that are absorbed and fixed, resulting in global warming. In
this way, we recognize that climate change and natural capital and biodiversity affect each other and must be
addressed simultaneously.
We endorse the recommendations of the Task Force on Climate-related Financial Disclosures (hereinafter“TCFD”) and the Taskforce on Nature-related Financial Disclosures (hereinafter “TNFD”), and we disclose
information in line with the four pillars of Governance, Strategy, Risk Management (“Risk and Impact
Management” in the TNFD recommendations), and Indicators and Targets recommended therein. Please refer
to our TCFD Report and TNFD Report for more information on disclosure of climate-related and naturerelated information in line with both the TCFD and the TNFD recommendations.
① GovernanceAs described in“(1) Sustainability in General ① Governance.”② Strategy
It is important to recognize risks as a prerequisite for our strategy. The Group identifies and evaluates theimpact on its business in anticipation of a heightened climate change risk and nature-related risk. Climatechange risks and nature-related risks include physical risks arising from the increasing frequency andexpansion of the scale of natural disasters associated with climate change and loss of nature, as well as- 15 -

transitional risks arising from the impact of the transition to a carbon-free society and a world in harmony
with nature, on the corporate value of investees and the asset value of the Group.
We are also aware of the business opportunities arising from our response to climate change mitigation andadaptation, and harmonization with nature, and we are working to transition to a carbon-free society and aworld in harmony with nature by developing and providing insurance products and services.
Examples of events by category of TCFD recommendation and TNFD recommendation regarding physicalrisks, transition risks and opportunities, and specific examples of the Group’s business activities are as follows.
Examples of events

Physical risks

Acute

Chronic

Transition risks

Policies andregulations

・

Potential for
growing
frequency andscale oftyphoons,
floods andother weather
events・Occurrence
andexpansion ofdamagecaused bydecrease ofsoil water
retention
capacity andcoastalerosion・

Rise intemperature・

Other weatherchanges, suchas droughts
and heatwaves

・

Rising sea
levels・

Impact on
arthropodborne
infectious
diseases・

Increase incarbon prices

・Strengtheningofenvironmentrelated
regulations
and standards

・

Increase in
climaterelated
litigation- 16 -

Example of risks andopportunities withrespect to the Group’sbusiness activities

Time Frame・

Decrease ininsurance earnings(Impact on thecalculation ofclaims payment,
etc.)

Short term~

・Impact on business
continuity causedby damage tobuildings and otherfacilities at bases

Medium term・Long term・Decrease in thecorporate value ofinvesteecompanies and thevalue of the Groupassets due tohigher carbon
prices・

Increase in liability
insurance
payments

Medium term・Long termOpportunities

Technology

・Technologicalinnovation
toward thetransition to a
decarbonizedsociety and aworld inharmony withnatureMarkets

・

Changes inthe demand
for andsupply of
products andservices

・

Decrease in thecorporate value of
its investee
companies andfinancingrecipients that havenot sufficiently
shifted to a
decarbonizedsociety and aworld in harmony
with nature, and in
the value of theassets held by the
Group

・

Decline in revenue
due to technology
innovation andinability toascertain changes
in customer needs

Medium term・Long term

Short term~

Reputation

・

Changes incustomers
and publicawarenessregardingefforts toaddresstransition to
decarbonizedsociety and aworld inharmony withnature・Reputational
damage due to theGroup’s efforts
being deemed
inappropriate

Short term~

Resource
Efficiency,
EnergySource,Products andServices,
Markets,
Resilience・

Changes inenergysources,demand for
products andservices
aimed atenhancingresilience,and changes
in societal
awareness・Dramatic increasein demand for
insurance related
to renewableenergy and naturerelated projects

Short term~・Increase ininvestment
opportunities due
to growth incapital demands ofcompanies in
response todecarbonizationand shift to a worldin harmony withnature・

Increase in demandfor disasterprevention andmitigation
measures aimed atenhancing disaster
resilience- 17 -

Note: In the time-frame column above, “short-term” refers to a period of less than 3 years, “medium-term”
refers to a period of 3 years or more but less than 10 years, and “long-term” refers to a period of 10 years or
more.
The Group conducts scenario analysis on physical and transition risks to assess the impact of climate change
on insurances payments, the enterprise value of the portfolio company and the value of the Group's holdings.
Based on the results of scenario analysis, we are implementing our sustainability strategy while enhancing it.
We believe that we are able to flexibly respond to these impacts and ensure resilience, as the property andcasualty insurance business has a large number of relatively short-term insurance policies and the Group's
invested assets are primarily highly liquid financial assets.
The Group is working to achieve carbon neutrality by 2050 through initiatives such as supporting the spreadof renewable energy through insurance products and services, constructive dialogue (engagement) withbusiness partners for the purpose of decarbonization, and stricter policies on insurance underwriting andinvestment and financing. The Group’s transition plan is as follows.
Initiatives To Date

2030

2050

●2020: Acquisition of G-Cube, an underwriter specializing in renewable energy●2023:
Providing Solutions ・GX Round Table established. Commenced joint development of decarbonizationrelated products on a Group basis
・Established a decarbonization preparatory company①
Insurance

2030 Target:

Underwriting,

Hold dialogues with 200 customers with large

Investment and

Dialogue●Support for decarbonization through constructive dialogue with its insurance

emissions, and engage in in-depth proposals

Financing(Engagement)

customers, and investee companies and financing recipientsand dialogues with 160 of them*1

2050 Target:
Achievement of carbon●2020 – 2021: Restrictions on new underwriting for coal and coal mine development

neutrality●2022: Restrictions on new underwriting for oil sand, and Arctic oil and gas
Underwriting and(including insurance

development

underwriting, investment

Investment Policies ●2023: Request decarbonization plans from 60 high-emission sector companies,

and financing)and restrict our business dealings with those that do not have a decarbonization
plan as of 2030*1➁
Our Own Operations
Corporate Citizenship Activities●Reduction of environmental impact from in-house operations (introduction of

Reduce greenhouse gas emissions by 60%

renewable energy, etc.)from 2015 level●Corporate Citizenship Activities

Use 100% renewable energy for electicity

・1999: Mangrove planting started

consumed at major bases

・2007: Mangrove Planting 100-Year Declaration
・2019: Mangrove-based Value Co-Creation 100-Year Declaration

Replace all company-owned vehicles to・2022: Conservation and restoration activities for eelgrass beds started

electric vehicles*2*1 Target of Tokio Marine & Nichido *2 Target of Tokio Marine & Nichido, Tokio Marine & Nichido Life Insurance Co., Ltd, Nisshin Fire & Marine Insurance Co., Ltd.

③ Risk Management
The Group manages risks throughout the Group based on enterprise risk management (hereinafter “ERM”),
and strives to increase the level of sophistication of its risk management. Climate-change risks and naturerelated risks are also appropriately managed within the framework of ERM.
④

Metrics and targets

The Group established the following metrics and targets based on the Paris Agreement.
・ It aims to achieve net zero greenhouse gas emissions from its business activities by fiscal year 2050
(including its insurance customers, investee companies and financing recipients).
・ It will reduce greenhouse gas emissions from its business activities by 60% of the fiscal year 2015 level,and source 100% of the electricity used at its main business locations from renewable energy, by fiscal
year 2030.
・ By 2030, Tokio Marine & Nichido, which handles many corporate transactions within the Group, will
engage in dialogue with 200 major customers, which account for approximately 90% of GHG emissions
associated with its insurance underwriting, and will raise the level of dialogue to “proposals based on
identified issues” or higher with 160 or more of these companies. In addition, Tokio Marine & Nichido,
through dialogue, will request 60 companies from among those 200 major customers that belong to highgreenhouse gas emitting sectors to formulate decarbonization plans, and will not conduct business withcompanies among those 60 that do not have a decarbonization plan in place by 2030.

- 18 -

(3) Disaster resilience① GovernanceAs described in “(1) Sustainability in General ① Governance”.
② Strategy
For the Group, improving disaster resilience by resolving disaster-related challenges is an important issue thatneeds to be addressed. We are strengthening our efforts in the development and provision of services that
protect customers in times of need by offering insurance products that cover disaster risks and establishing a
prompt insurance payment system that utilizes artificial satellites, AI, etc.
In addition to the payment of insurance claims in emergencies, we will contribute to the creation of a disasterresilient society by continuously providing ex-ante and ex-post services to prevent accidents, reduce theburden of accidents if they occur, and lead to early recovery. To this end, we are leading the disaster prevention
consortium that transcends industry boundaries and developing disaster prevention and mitigation solutions
that utilize the technologies and infrastructure of each company. In November 2023, we established Tokio
Marine Resilience Co., Ltd., a subsidiary specializing in new businesses in the field of disaster prevention andmitigation, and through this subsidiary, we launched an integrated solutions business to provide value
throughout the disaster prevention and mitigation value chain (assessment, preparedness, evacuation,
recovery/reconstruction) and have commenced provision of disaster prevention and mitigation services.
In addition, we conduct research on climate change and nature-related risk based on scientific knowledge
based on industry-university collaboration, and promote disaster prevention education and awareness-raising
activities through holding seminars and conducting classes for children continuously.
③ Risk Management
The Group manages risks throughout the Group based on ERM and strives to increase the level ofsophistication of its risk management. Disaster-related risks are also addressed appropriately within theframework of ERM, taking into account the impact of natural disasters on insurance underwriting.
④ Metrics and targets
The Group's metrics and targets are as follows.
・Sustainably administer the fire insurance system, which is essential for improving the disaster resilience ofsociety.
・Increase the number of solutions to provide by developing insurance products that lead to disaster prevention
and disaster reduction.
・Enhance the content of BCP (Business Continuity Plan) formulation support and increase the number ofrecipients of support.
(4) Human Capital① GovernanceAs governance for the entire Group, we have formulated the Basic Policy on Human Resources based on the
Basic Policies on Internal Controls, which defines our basic approach on human resources, and prescribes that
we establish a division in charge of human resources management, and a framework for formulating various
standards, etc. We have also established a corporate governance system for personnel affairs by setting forth
items for prior approval and reporting, including revisions to important personnel systems at the Group
companies. In addition, the Board of Directors discusses human capital initiatives in response to submission
and reports of related proposals, and oversees business execution.
The Chief Officer, who oversees human resources for the Group, works to improve the link between ourhuman resources strategy and management strategy by submitting and reporting issues and measures related
to the Group’s human capital management to the Board of Directors and the Management Meeting, tostrengthen our human capital by implementing measures based on our human resources strategy, and to aim
toward realizing the vision of our management strategy. In addition, by regular reporting and discussion ofhuman capital initiatives at the Sustainability Committee, diverse opinions are reflected.

- 19 -

② Strategy
a. Approach to human capital management
The Group’s Purpose is to protect our customers and society in times of need. The insurance business, which
is our founding business, is often called a “People’s Business,” and the trust engendered by our people is thefoundation of everything we do. We believe that empowering our people will help achieve our Purpose, andsince our founding in 1879, we have engaged in the business that protects our customers and society in timesof need. This belief remains unchanged, and we will continue to consider our people as our driving force ofgrowth and actively embrace human capital management.
Based on such belief, the Group has established the Group’s policy “Tokio Marine Group – Our People.”【Tokio Marine Group – Our People】･Our people are the most valuable asset for our group and a key driver of our “Good Company” vision.
･We aim to attract and retain the best talent in every aspect of our to ensure we deliver safety and security
to our customers and their communities.
･Our people bring passion and a challenging sprit to their endeavors and we provide opportunities forcareer development and ongoing personal growth.
･Our people embody diversity and we value equity and inclusion as a truly global company. We work
hard to create a business environment where we can achieve our full potential as we continue our endlessjourney to be a “Good Company”.
b. Human resources strategy⚫ Link between our management strategy and human resources strategy
The Group engages in its human resources strategy with “systematic and continuous development of humanresources that support integrated group management” and “further permeation of corporate culture that
supports integrated group management” as the foundation for securing the success of our business plans.
In our human resources strategy, “human resources that support integrated group management” and “corporate
culture that supports integrated group management” are interconnected and mutually reinforcing, interactingsynergistically based on our Purpose.
⚫ Overview and metrics of our human resources strategy
The goal of the Group’s human resources strategy is to realize the vision of our management strategy. To thisend, we will maximize our human capital by implementation of various measures in our human resources andcorporate culture, leading to sustainable value creation.

- 20 -

We have set “value created per employee (Notes)” as an indicator for measuring whether our human resources
strategy functions effectively in conjunction with our management strategy and leads to sustainable value
creation, and we aim to continuously improve this value.
<Trend over time of value created per employee>(Notes) Value created per employee = normalized-basis adjusted net income ÷ consolidated number of
employees. As an indicator of actual capabilities, we use “normalized-basis adjusted net income” calculated
by adjusting the profit performance for each fiscal year by correcting for transient factors (such as insurance
claims arising from natural disasters that exceed the average year, those related to COVID-19, and the impactof foreign exchange rates, etc.).
Furthermore, by setting quantitative targets on human resources initiatives linked to the eight areas of focus
of our human resources strategy, we will identify the gap between the current status and the target for eachmeasure, and make improvements while implementing PDCA cycles.

- 21 -

(Notes) 1. The number of mid-career recruits who possess expertise necessary for the Group management.
2. The average score of items related to DE&I promotion in the “Culture & Values Survey” (hereinafter, the“CVS”), an original survey to understand engagement and ensure permeation of our Purpose (evaluated on a
5-point scale).
3. “Management positions or higher” include Directors, Audit & Supervisory Board members, and Executive
Officers. From the fiscal year 2024 onwards, the ratio of women in management positions or higher includes
the position of “unit leader,” a position newly established by revision to the personnel system made in April
2024. As of April 1, 2024, this ratio is 27.8%.
4. The average score of items related to permeation of our Purpose in the CVS.
5. The average score of items related to job satisfaction in the CVS.
6. The average score of items related to flexible working environment in the CVS.
Regarding securing diversity in matters such as promotion as core human resources, the situation within ourGroup and our approach to this issue is as follows.
(a) Women
The Group believes that it is important for employees with diverse values, motivation and capabilities tomaximize their abilities, regardless of gender, age, nationality, etc., in order to improve the quality of the
products and services we provide to customers around the world.
Tokio Marine & Nichido, from which the majority of our employees have been seconded, considers
important for a quantitative target of “achieving a 30% ratio of women in managerial positions or higher infiscal year 2027”. As of April 1, 2024, the ratio of women in managerial positions or higher was 27.8%. To
eliminate the gender gap, we are working to further increase the ratio of women in managerial or higher
positions across the Group, and have set a target of increasing the ratio of women among our Directors andAudit & Supervisory Board Members to 30% or more by fiscal 2027.
Thus, the Group provides various opportunities and chances for challenges to female employees so that eachfemale employee within the Group companies can autonomously develop her career and play an active rolein a wider range of fields. For example, from a development perspective, “Tokio Marine Group Women’s
Career College” was established for female employees of domestic group companies in 2019. Participants
with different occupations and working environments can learn together, coming into contact with diverse
values and ways of thinking, so that they can think about and gain awareness of their own careers.

- 22 -

Tokio Marine & Nichido is working to eliminate the gender gap, as a top priority in promoting DE&I. The
seminars for managers on implementing DE&I practices, workshops for female employees to think about selfdirected career development, and roundtable discussions with employees who practice diverse working styles
throughout the country etc., provide an opportunity for each person to think about their own awareness anddaily actions. In addition, in order to continuously cultivate female managers and female managerial
candidates, we are implementing a variety of initiatives to support further growth, by entrusting roles basedon personal career visions, providing OJT throughout the year, conducting personnel transfers acrossdepartments, and holding training sessions for selected employees and an internal and external mentor system,
etc. Furthermore, the “Mama Papa ☆ Career Up Support System” has been established to support the growthof employees who are aiming to develop their careers while also raising children, and we have created andcontinue to support an environment in which motivated and capable employees who aim to balance work andchildcare can continue to be vibrant and active.
Going forward, the Group will accelerate its efforts for each of its companies to become a place where all
female employees can grow with a sense of satisfaction in their work, and participate in all manner of decisionmaking processes as a matter of course.
(b) Foreign Nationals
In order to expand our business globally, we believe it is important to improve the quality of decision-making
by employing talent with various backgrounds, such as cultural backgrounds, careers, and experience. For thisreason, at this point in time, we have not established quantitative targets for the appointment of foreign
managers focused on only in nationality. As of April 1, 2024, foreign nationals account for 9.5% of ourmanagement positions.
(c) Mid-career hires
Mid-career recruitment is promoted in an integrated manner with the management strategy of strengthening
specialist functions for future growth, and we recruit mid-career recruitment when the skills and personalities
possessed by the individual fit in that perspective. As we do believe that mid-career recruitment should be
carried out in such a way, we have not set quantitative targets for the promotion of mid-career recruiters tomanagerial positions. As of April 1, 2024, mid-career recruits account for 19.6% of our management positions.
Tokio Marine & Nichido is also actively promoting mid-career recruitment and such mid-career hires areplaying an active role in the digital field, etc.
We are strongly aware of the importance of diversity, and we will continue to examine quantitative targets forfurther advancement.
c. Policy of human resources development
In order to achieve sustainable growth amidst great changes in the business environment, such as accelerated
globalization of management and initiatives to expand our business into areas such as the solutions business,
it is crucial that we develop global talent capable of supporting the integrated Group management, which is astrength of the Group. Recognizing these challenges, the Group is taking the following main measures toempower our people.
⚫

Systematic and continuous development of Group management talent and building them in to the Groupmanagement
We believe that to develop Group management talent (Chief Officers who oversee each field of the Group andtop management of major Group companies) in a systematic and continuous manner, and build in expertiseand knowledge from around the world into our Group management, it is essential for us to have a system toconduct coordinated and integrated recruitment, training and evaluation, and promotion and placement ofGroup management candidates, including those from overseas Group companies. To this end, we will use the
Tokio Marine Group Leadership Institute, a training program launched in April 2023 with the aim ofdeveloping global leaders, and the Talent Management Meeting, which consists of Chief Officers who oversee
each field of the Group, to implement a development cycle that combines stretch assignments and global
training, based on identification, promotion, and evaluation of Group management candidates as well as plans
formulated for each Group management candidate (Career Development Programs).
⚫

Developing human resources with a high degree of expertise- 23 -

A high degree of expertise in a variety of fields is needed in order to realize the vision under our management
strategy. The Group is implementing the Management Associate Program, a Group-wide initiative to develop
human resources with a high degree of expertise in fields such as actuarial practice and finance, etc. New
graduates from overseas universities and young employees from Group companies in Japan and overseas
move through a two-year rotation across through multiple Group companies, departments, and teams, aiming
to gain expertise and a global perspective. After completing the program, participants are assigned to a Group
company.
⚫ Support for autonomous career development
In order for individual employees and the company where they work to both grow sustainably, it is importantthat the aspirations of each and every employee are firmly linked to our Purpose in their day-to-day work.
Together with our subsidiary Tokio Marine & Nichido, we are promoting “LINK” as an initiative to strengthen
the connection between My Aspiration – “an unwavering aspiration for the future” – and our Purpose, withthe goal of fostering the growth of both individual employee and company.
Tokio Marine & Nichido also provides various growth opportunities and supports autonomous careerdevelopment through systems such as ‘JOB Request’, which allows employees to apply for positions that offer
new challenges, and ‘Project Request’, which allows employees to participate in projects in other corporate
divisions, etc. based on their request, while continuing to work in their current organization.
⚫ Improving the environmental adaptability of human resources through reskilling
In order to support the further promotion for DX from a human capital perspective – including, as set forth inour management strategy, entering the solutions business and utilizing AI, etc. – we need to not only hire andplace employees, we must also enhance each employee’s ability to adapt to the environment through reskilling(developing human resources with new expertise). At Tokio Marine DX Academy, Tokio Marine & Nichido
promotes DX human resource development across the company by providing training and development
programs for four target groups (DX leaders, DX core, DX drivers, and all employees) according to their workand role.
⚫ Human resource development with awareness of “discipline” as an essential element for growth
Tokio Marine & Nichido received a business improvement order from the Financial Services Agency
regarding issues including insurance premium price-fixing conduct and submitted a business improvement
plan in February 2024. In response to this, Tokio Marine & Nichido’s Mid-term Business Plan “Re-New 2026
‘truly trusted, customer-oriented company’ / ‘company that supports the next generation through risk solutions(insurance + alpha)’” sets a goal of becoming “a truly trusted, customer-oriented company.” To achieve this,in addition to strengthening the connection to the Company’s Purpose through initiatives such as “LINK”, andstrengthening dialogue between executives and employees, we will focus on “discipline” as an essential partof “individual and organizational growth,” which is the goal of human resource development, and will strive
to develop personnel who embody integrity and high ethical standards. In order to encourage each employee
to reassess their long-standing daily work practices, we will aim to cultivate multifaceted perspectives andrisk sensitivity by fostering a culture of collecting and utilizing information on social environments andinternal/external information, and to improve awareness of legal compliance by expanding compliancetraining.
d) Work environment improvement policy⚫ Instilling the Purpose
Our Purpose has remained unchanged since our founding and will not change in the future. It is the common
compass and foundation for the Group, and we believe that thoroughly instilling our Purpose is essential forour more than 40,000 employees worldwide to demonstrate their full potential. To lead this initiative, theGroup CEO himself serves as Chief Culture Officer (hereinafter referred to as “CCO”), and a crossdepartmental virtual organization called the CCO Office is promoting the activities to thoroughly instill the
Purpose. In order to practice and embody our Purpose, in addition to promoting awareness and understanding
on a global basis, we will focus on various measures related to fostering “empathy” with our Purpose in fiscal
year 2024.

- 24 -

⚫ Promoting DE&I
In order to realize high-quality decision-making that supports the growth of the Group, it is essential that we
not only actively secure diversity in our human resources but also create an environment in which diverse
talent can demonstrate their full potential. We have positioned the advancement of DE&I as the most important
issue in our growth strategy and are implementing Group-wide initiatives to address this. The main measures
are as follows.
・Accelerating DE&I efforts, including the concept of equity
We are utilizing opportunities such as International Women’s Day events and the International Women’s
Conference to foster the awareness necessary to improve the diversity of our workforce and promote active
participation. We are also working to add quantitative and qualitative goals related to DE&I to improve theaccountability of top management and managerial class employees.
・Initiatives to eliminate the wage gap between men and women
Tokio Marine & Nichido aims to achieve sustainable growth for all employees and the company by having
diverse employees work with high engagement in a truly inclusive and open organizational culture. In
particular, we consider eliminating the gender gap to be a priority issue and are working to eliminate wage
disparities.
<Main factors contributing to the wage gap between men and women>
Tokio Marine & Nichido has analyzed the factors that cause the wage gap between men and women anddetermined that differences in job track classification and years of service have a significant impact.
・Job track classification
Whether or not there are transfers involving relocation (hereinafter, “relocation transfer”) is one of the causesof wage differences. Men’s wage levels tend to be higher since there are more men in the “global”
classification, which involves relocation transfers, while there are more women in the “area” classification,
which generally does not involve relocation transfers.
・Years of service
Men tend to have longer average years of service compared to women, and as a result, men’s wage levels tend
to be higher.

- 25 -

<Main initiatives to eliminate the gender wage gap>
・With the introduction of a new human resources system from fiscal year 2024, we have eliminated the job
track classifications and consolidated all positions into a ‘integrated career track’.
・Support growth by assigning roles according to abilities and motivation, regardless of years of service, age,gender, hiring category (new-graduate hires or mid-career hires), etc.
・Introduce relocation transfers based on employee consent
・Further promote support for balancing work and family life
・Fostering an inclusive culture
In 2020, we launched “Project Mizu” with the aim of creating an inclusive culture in which the diverse
workforce can demonstrate its potential to the fullest. We are working to establish an environment thatfacilitates smooth collaboration among diverse members by improving the transparency in organizational
structures and roles, implementing onboarding measures for mid-career hires, and formulating collaboration
standards for communication among employees with diverse backgrounds.
⚫ Enhancing engagement (job satisfaction and flexible work environment)
In order to achieve high engagement levels, a foundation for each employee to grow and demonstrate theirfull potential, it is crucial for us to create a workplace culture in which each employee can work with a senseof job satisfaction, and maintain and improve their well-being. Our main initiatives to enhance engagement
are as follows.
・Monitoring the permeation of our culture and values in the Group, and identifying issues
In order to enhance employee job satisfaction and create an environment in which each employee candemonstrate their full potential, it is crucial for us to continuously, accurately and comprehensively monitor
the permeation of our culture and values within each Group company, assess engagement levels, and identify
emerging issues, and use this information to drive improvements. To this end, we will work to refine the PDCA
cycle for engagement improvement by revising questions on the CVS, an original survey for the Group, andexpanding the number of companies covered by the CVS, among other measures.
・Efforts to Enhance Engagement
Tokio Marine & Nichido has formed the Engagement Design Team, a team dedicated to enhancing employee
engagement, and is developing initiatives to enhance engagement by contributing to local communities andcustomers, as well as fostering personal growth and self-realization. In addition to these efforts, we areworking to enhance employee engagement through measures that improve work flexibility, such as use of
remote work, offering flexible working hour choices, and lifting the prohibition on side jobs.
Regarding the performance-linked portion of executive compensation, the Company has added “Indicatorsfor sustainability strategies” and “Indicators for employee engagement” to its corporate targets to underscoremanagement’s commitment to enhancing engagement.
・Developing a Group-wide environment for employees to work energetically, in good physical and mental
healthThe foundation of an environment in which each employee can demonstrate their full potential is themaintenance and improvement of their physical and mental well-being. To this end, we have established the“Tokio Marine Group Wellness Charter”, and we are promoting wellness management throughout the Group.

- 26 -

From fiscal year 2024, we have designated June of each year as “Tokio Marine Wellness Month”. We will
work together as a Group to promote well-being.
For more details on the Group’s human capital management, human resources strategy, and specific examples
of initiatives within the Group, please refer to “Human Capital Report 2023” and “Human Capital Report2024” (scheduled to be published at the end of June 2024).
③ Risk management
For the Group, our core business is in the intangibles of insurance and related services, where the trust
engendered by our people is the source of everything we do, and empowering our people is the driving force
behind the growth that we plan to achieve through the realization of our Purpose. As workforce mobility
increases, a decline in the competitiveness in the labor market is a major risk that could lead to unmet
recruitment targets and increased employee turnover, thereby hindering the implementation of ourmanagement strategy. Through implementing our human resources strategy, we strive to reduce these risks byproviding employees with opportunities for growth and creating an environment in which they can flourish.
④ Metrics and targets
Metrics and targets are as shown in the paragraph titled “Overview and metrics of our human resources
strategy” in the “b. Human resources strategy” section of “② Strategy.”
Please note that this section contains forward-looking statements, and these statements are based on judgments
made as of the date of submission of this securities report.
7. Other(1) Separation of management oversight and business execution (Supplementary Principle 4-1➀)
The Board of Directors is responsible for decisions on important matters relating to the execution of theCompany’s business and for supervising the performance of individual Directors. The Company shall define
Rules of the Board of Directors, and define the content of significant business execution to be determined by
the Board of Directors. Determination of significant business execution includes formulating Groupmanagement strategies, formulating Group management plans, establishing internal control systems within
the Group, and business investment that is larger than a certain level. The Company shall entrust decisionmaking to Executive Officers of matters that do not require decisions to be made by the Board of Directors.
(2) Related party transactions (Principle 1-7)
The Company shall define Rules of the Board of Directors and the “Tokio Marine Group Policies forManagement of Intragroup Transactions,” and the Board of Directors shall monitor related party transactions
between Officers and subsidiaries, etc., in an effort to ensure that the joint interests of the Company andshareholders are not harmed.
(3) Major concurrent posts of Directors and Audit & Supervisory Board Members (Supplementary Principle
4-11②)
Details on the concurrent posts of Directors and Audit & Supervisory Board Members is disclosed on the
Company’s website.
https://www.tokiomarinehd.com/en/company/officers/(4) Policy, etc. regarding equities held for business-relationship (Principle 1-4, Principle 2-6)
a. Reduction initiatives at Tokio Marine & Nichido
Regarding business-relationship equities (other than unlisted shares and equity investments, etc. made throughcapital and business alliances), in order to realign the Group’s risk portfolio and allocate capital to solve social
issues and toward growth fields, etc., the Company will eliminate such holdings.
Tokio Marine & Nichido plans to accelerate the pace of reduction, aiming for a cumulative reduction of morethan 600 billion yen over the 4 year period starting from fiscal year 2023. In fiscal year 2023, it achieved a
reduction of 218.7 billion yen, a level exceeding the target. This led to the reduction of 2.7 trillion yen in
cumulative total since our foundation year 2002 (on market value at the time of sale), and as of the end of
March 2024, the book value of domestic equities held for business-relationship (hereinafter referred to as“Domestic Business-Relationship Equities”) decreased to 28% compared to the end of March 2002. In- 27 -

response to the recent business improvement order, as part of its efforts to improve the environment for propercompetition, Tokio Marine & Nichido has decided to eliminate its holdings of Domestic BusinessRelationship Equities by the end of fiscal year 2029 (other than unlisted shares and equity investments, etc.
made through capital and business alliances). For its achievement, it will halve the balance of Domestic
Business-Relationship Equities over 3 years during the Mid-Term Business Plan period beginning in fiscal
year 2024. The ratio of Domestic Business-Relationship Equities to the Company’s consolidated net assets
based on IFRS standards is expected to be around 20% by the end of March 2027. We will continue to engage
in attentive dialogue with investees and move forward with initiatives for still greater reductions.
●Changes in the book value of Domestic Business-Relationship Equities (with the book-value as at the endof March 2002 as a base of comparison = 100)

●Plans and actual amount of reduction of Domestic Business-Relationship Equities over the past five years

Fiscal year

Plan

Actual2019

100.0 billion yen or more per year

106.6 billion yen

2020

106.0 billion yen

2021

116.9 billion yen

2022

129.7 billion yen

2023

150.0 billion yen or more per year

● Status of holdings as of end of March 2024
Number of issues(issuers)
Unlisted shares
779
Shares other than unlisted shares
901

218.7 billion yen

Total book value(in millions of yen)
44,0903,561,508● Shareholdings for which the number of shares decreased in fiscal year 2023
Total value of sales associated with
Number of issues
the reduction in the number of shares(issuers)(in millions of yen)
Unlisted shares
24
2,845
Shares other than unlisted shares
255
216,489b. Verification of economic rationality- 28 -

The Company, at the meetings of its Board of Directors, confirms the appropriateness of the purposes forholding the shares of domestic listed companies that domestic insurance subsidiaries of the Company hold asbusiness-relationship equities, such as strengthening medium-to-long term transaction relationships, andreviews risks and returns associated with holding such shares on an individual basis as well as the portfolio
as a whole. Through these initiatives, the Company confirms the economic rationality of holding the businessrelationship equities. The economic rationality is determined by comparing ROR (Return On Risk) calculated
from the risk and return of holding such shares with the Company’s cost of capital.
At the meeting of its Board of Directors held in October 2023, the Company reviewed the economic rationality
as of the end of March 2023, and confirmed that ROR of the whole portfolio is above the cost of capital. In
addition, for individual companies whose ROR is less than the cost of capital, the Company works to improve
returns through dialogue, etc.
c. Views on the exercise of voting rights by Tokio Marine & Nichido
Tokio Marine & Nichido endorses the Principles for Responsible Institutional Investors ≪ Japan’s
Stewardship Code≫ and has declared its adoption of the Code.
Tokio Marine & Nichido believes that promoting the improvement of investee companies’ corporate value
and their sustainable growth through constructive “purpose driven dialogue” based on in-depth understandingof the investee companies and their business environment, etc. will lead to the enhancement of Tokio Marine& Nichido’s asset value and the interests of insurance policyholders and insured persons, etc. in the medium
to long term, and on exercising its voting rights, it makes decisions comprehensively in consideration of thecontents of such dialogue and objective indicators (ROE, dividend payout ratio, etc.). Tokio Marine & Nichido
also fully consider initiatives toward sustainability including environmental problems, social contributions,and corporate governance.
Tokio Marine & Nichido discloses examples of dialogues with investee companies (including the results ofexercise of voting rights and reasons for the votes for or against the proposals), agenda items which Tokio
Marine & Nichido voted against and reasons for its decision, and aggregate results of the exercise of voting
rights, due to the importance of enhancing the transparency of Tokio Marine & Nichido’s stewardship
activities and in order to encourage the understanding of the contents of such activities.
Tokio Marine & Nichido pays close attention to the following items, among others, in exercising voting rights.
・ Election or dismissal of directors (proposed by a company operating in deficit for a certain consecutive
period, by a company whose ROE or operating margins are low for a certain consecutive period, by acompany having an insufficient number of independent outside directors, by a company in which scandal
has occurred, by a company regarding which ESG issues, including diversity, have been raised as a focus
of dialogue; proposed re-election of an outside director whose rate of attendance to meetings of the boardof directors is low; etc.)
・ Election or dismissal of audit & supervisory board members (proposed by a company in which scandal
has occurred; proposed re-election of an outside audit & supervisory board member whose rate ofattendance to meetings of the board of directors or the audit & supervisory board is low; etc.)
・ Election of independent auditors (independent auditors involved in scandals and audit errors)
・ Awarding of retirement allowance to directors and audit & supervisory board members (proposed by acompany operating in deficit for a certain consecutive period, by a company whose ROE or operating
margins are low for a certain consecutive period, by a company whose dividend payout ratio is low for acertain consecutive period, by a company in which scandal has occurred, etc.)
・ Increase of remuneration of directors, executive officers and audit & supervisory board members(proposed by a company operating in deficit for a certain consecutive period, by a company whose ROE
or operating margins are low for a certain consecutive period, by a company whose dividend payout ratio
is low for a certain consecutive period, by a company in which scandal has occurred, etc.)
・ Issuance of new shares or share acquisition rights
・ Corporate reorganization, including merger, acquisition, or sales and purchase of business・ Acquisition of treasury shares (from specific shareholders at the price higher than fair value, etc.)
・ Introduction or renewal of anti-takeover measures (proposed by a company whose ROE or operating
margins are low for a certain consecutive period, etc.)
・ Appropriation of surplus (proposed by a company whose dividend payout ratio is low for a certain
consecutive period)・ Amendment to the articles of incorporation (cases in which the addition of requirements for resolutions
on the dismissal of directors is not found to be reasonable)- 29 -

・ Proposals from shareholders (cases in which there is a risk of conflict with the common interest ofshareholders, etc.)
In the case of agenda that breach laws or regulations or constitute antisocial activities, Tokio Marine & Nichido
opposes them regardless of the circumstances.
The overview of our stewardship activities etc. indicated on the Company’s website. https://www.tokiomarinenichido.co.jp/company/about/policy/stewardship.html (in Japanese)d. To fulfil its functions as an asset owner of corporate pensions
Regarding function as asset owner, the Company has no corporate pension plan, while Tokio Marine &Nichido has Tokio Marine & Nichido Pension Fund (the “Pension Fund”).
The Pension Fund formulates a management policy for the fund based on advice from a pension asset
management committee at which multiple members with a high degree of expertise in the asset managementbusiness serve as committee members. In addition, based on the above management policy, management
executive directors with a high degree of expertise in the asset management business engage in management
practices. Through these efforts, the Pension Fund takes personnel and management measures to fulfil its
anticipated functions as an asset owner. Furthermore, its board of representatives includes a representativefrom a labor union. In addition, the content of deliberations at the pension asset management committee andthe content of resolutions at the board of representatives are broadly made known to the fund members andrecipients. Through these efforts, the Pension Fund has established a system to appropriately control any
conflicts of interest as well.
(5) Investments etc. in Intellectual Property (Supplementary Principle 3-1➂)
The Company believes that it is even more important to provide value that goes beyond the payment of claims
to deliver peace of mind before and after an accident. This includes preventing accidents, mitigating
customers’ burden in the event of an accident, helping early restoration and preventing recurrences. To thisend, the Company has positioned digital technology and the Group’s data as important intellectual property
and intangible assets as the sources of our competitive advantage. By thoroughly utilizing these assets, theCompany aim to expand our business domains and take on the challenge of evolving into a company thatalways support our customers and society in their times of need, as is our corporate purpose.
Tokio Marine dR Co., Ltd. is responsible for strengthening the Group’s data analysis and solution development
capabilities based on the consolidated and sophisticated digital capabilities of the Group. Also, in November
2023, the Company established new companies, “Tokio Marine Resilience Co., Ltd.,” and “Tokio Marine
Smart Mobility Co., Ltd.,” working to promote the solutions business for ‘disaster prevention and mitigation’and ‘mobility’, respectively. In addition, we will powerfully advance the provision of peace of mind before
and after events, in the fields of decarbonization, health care, and cyber, etc. We are also working to create
solutions that contribute to resolve problems in the above areas by productively combining the data that theGroup possesses with the data that other companies possess. One specific initiative is the “CORE” disasterprevention consortium that was established by Tokio Marine & Nichido in November 2021 for disasterprevention and mitigation. As of April 1, 2024, 115 corporations representing a diverse range of industries are
participating in CORE. By utilizing the technologies and data of each company, it will provide services thatare directly linked to disaster prevention and mitigation including creation of infrastructure maintenance andmanagement solutions that reduce the severity of damage in the event of a disaster, development of disasteranticipation and real-time hazard maps that facilitate evacuations, and the acceleration of recovery andreconstruction using digital technology.
We also make advanced use of digital technology such as AI etc., and data to ➀ thoroughly reduce in-houseadministrative work by reforming our business processes and working styles, and ② using the time-savings
generated, promote sales and provide peace of mind before and after the accidents, thereby contributing totop-line improvements and improved loss ratios, and thus ③ realize enhanced profitability as a result.
Furthermore, as the base that supports these initiatives, we are working to collaborate with a diverse range ofexternal partners and strengthen our digital development system through strategic investments, etc. to acquire
technologies and knowledge, etc. The know-how gained in this way is spread across the globe.

- 30 -

The following is an explanation on the election and nomination of executive personnel as referred to in the above
3.(6) item “a. Internal Directors” on page 7.
Name・Position

Responsibility
Reason for election and nomination

Tsuyoshi Nagano, Chairman of the Board‐

Since joining Tokio Marine, he primarily engaged in domestic and overseas insurance underwriting, corporate
planning, and product planning, and he has since served as President & Chief Executive Officer of Tokio Marine& Nichido and led the management of the entire Tokio Marine Group as Group CEO. We expect him to leverage
his abundant experience and achievements as follows:・ To fulfill a substantial role in making important business execution decisions and supervising the executionof duties by other directors as a member of the Board.
Satoru Komiya, President & Chief Executive
OfficerGroup CEO (Group Chief Executive Officer)
Group CCO (Group Chief Culture Officer)
Corporate Planning Dept. (CEO Office)Since joining Tokio Marine, he primarily engaged in domestic insurance underwriting, human resources
planning, sales planning, and management of the Group companies, and subsequently was responsible for theoverseas insurance business as an executive officer of the Company. He currently leads the management of theentire Tokio Marine Group as Group CEO. We expect him to leverage his abundant experience and achievements
as follows:a) To preside over all operations of the Company as the President, who is the head of the executive officers.
b) To fulfill a substantial role in making important business execution decisions and supervising the executionof duties by other directors as a member of the Board.

Kenji Okada, Senior Managing Director

Group CFO (Group Chief Financial Officer)
Corporate Planning Dept. (except CEO Office, BusinessSupport Group, Sustainability Division), Global
Communication Dept., Corporate Accounting Dept.

Since joining Tokio Marine, he primarily engaged in financial planning, corporate planning, andinternational insurance business, and subsequently was responsible for legal & compliance and risk
management as an executive officer of the Company. Currently, he is responsible for the capital strategy of
the Group as an executive officer of the Company. We expect him to leverage his abundant experience andachievements as follows:a) To properly determine and execute the business operations under his charge as an executive officer
responsible for capital strategy of the Group.
b) To fulfill a substantial role in making important business execution decisions and supervising theexecution of duties by other directors as a member of the Board.
Yoichi Moriwaki, Senior Managing Director

Group CSO (Group Chief Strategy and Synergy Officer)
New Business Strategy Dept., Healthcare Business Dept.,
Decarbonization Business Dept.

Since joining Tokio Marine, he primarily engaged in IT planning, human resources planning, andaccounting, and subsequently was responsible for the Group’s business strategies, synergies, and initiatives
for sustainability as an executive officer of the Company. Currently, he is responsible for the Group’sbusiness strategies and synergies as an executive officer of the Company. We expect him to leverage hisabundant experience and achievements as follows:a) To properly determine and execute the business operations under his charge as an executive officer
responsible for the Group’s business strategies and synergies.
b) To fulfill a substantial role in making important business execution decisions and supervising theexecution of duties by other directors as a member of the Board.
Kichiichiro Yamamoto, Senior Managing
Director

Head of International Insurance Business
Co-Head of International Business
International Business Development Dept. (management ofNorth America (TMHCC, Delphi, PURE))- 31 -

Since joining Tokio Marine, he primarily engaged in the international insurance business and corporate
planning, and subsequently he was in charge of international insurance business such as overseas M&A as
an executive officer of the Company. Currently, he is responsible for international insurance business as an
executive officer of the Company. We expect him to leverage his abundant experience and achievements asfollows:a) To properly determine and execute the business operations under his charge as an executive officer
responsible for international insurance business.
b) To fulfill a substantial role in making important business execution decisions and supervising theexecution of duties by other directors as a member of the Board.
Kiyoshi Wada, Managing Director

Group COO (Group Chief Operating Officer)
Corporate Planning Dept. (Business Support Group)

Since joining Tokio Marine, Mr. Kiyoshi Wada primarily engaged in domestic insurance underwriting,product planning, and corporate planning, and subsequently was responsible for the Group’s operations andsustainability efforts. Currently, he is responsible for the Group’s operations. We expect him to leverage hisabundant experience and achievements as follows:a) To properly determine and execute the business operations under his charge as an executive officer
responsible for the Group’s operations.
b) To fulfill a substantial role in making important business execution decisions and supervising theexecution of duties by other directors as a member of the Board.
Keiko Fujita, Managing Director
International Business Development Dept. (China, East Asia)
Since joining Tokio Marine, she primarily engaged in international insurance business, domestic insurance
underwriting, and sustainability business. Currently, she is responsible for international insurance business suchas China and East Asia as an executive officer of the Company. We expect her to leverage her abundant
experience and achievements as follows:・ To properly determine and execute the business operations under her charge as an executive officer
responsible for international insurance business.
・ To fulfill a substantial role in making important business execution decisions and supervising the executionof duties by other directors as a member of the Board.
Hiroaki Shirota, Director

President & Chief Executive Officer of Tokio Marine &NichidoSince joining Tokio Marine, he primarily engaged in domestic insurance underwriting, corporate
communications and sales planning. Currently, he leads the management of Tokio Marine & Nichido as
President & Chief Executive Officer. We expect him to leverage his abundant experience and achievements asfollows:
・ To fulfill a substantial role in making important business execution decisions and supervising the executionof duties by other directors as a member of the Board.

Takayuki Yuasa, Audit & Supervisory Board‐
Member (full-time)
Since joining Tokio Marine, he engaged in corporate planning, finance, accounting and domestic life and nonlife insurance businesses, and subsequently he was responsible for risk management as an executive officer of
Tokio Marine & Nichido and the Company. Subsequently, he was responsible for capital strategy of the Groupas an executive officer of the Company. Currently, he is responsible for supervision of the execution of duties
by Directors as an Audit & Supervisory Board Member of the Company (full-time). We expect him to leverage
his abundant experience and achievements as follows:・ To fulfill proper audit functions.
Akira Harashima, Audit & Supervisory Board‐
Member (full-time)
Since joining Tokio Marine, he primarily engaged in international insurance business and corporate planning,and subsequently he was responsible for international insurance business such as United States and Asia, etc. as
an executive officer of the Company. Subsequently, he was responsible for overall international insurance
business. We expect him to leverage his abundant experience and achievements as follows:・ To fulfill proper audit functions.

- 32 -

2. Capital Structure
Foreign Shareholding Ratio

30% or more

[Status of Major Shareholders] (Updated)
Name / Company Name
The Master Trust Bank of Japan, Ltd., Trust AccountCustody Bank of Japan, Ltd., Trust AccountMeiji Yasuda Life Insurance Company
State Street Bank West Client - Treaty 505234
JP Morgan Chase Bank 385632
Tokai Nichido Employee Stock Ownership Plan
Barclays Securities Japan Limited
SSBTC CLIENT OMNIBUS ACCOUNT
JP Morgan Chase Bank 385781
JP Morgan Securities Japan Co., Ltd
Controlling Shareholder (excluding Parent
Company)
Parent Company

Number of Shares Owned
332,387,500
145,615,800
42,604,053
37,253,973
30,377,626
30,017,994
29,602,300
29,333,565
26,713,481
23,785,731

Percentage (%)
16.83
7.37
2.16
1.89
1.54
1.52
1.50
1.49
1.35
1.20

――
None

Supplementary Explanation (Updated)
・ “Status of Major Shareholders” above is based on the register of shareholders as of March 31, 2024.
・ “Percentage” in “Status of Major Shareholders” above shows the ratio of the number of shares held bysuch shareholder to the total number of the outstanding shares (excluding treasury shares).
・ Regarding shares of the Company, reports have been submitted to the Director-General of the Kanto
Local Finance Bureau, respectively: a report of large possession volume dated March 19, 2020, submitted
from Sumitomo Mitsui Trust Bank, Ltd; a change report (pertaining to a report of large possession
volume) dated July 21, 2020, submitted from Nomura Securities Co., Ltd.; and a change report(pertaining to a report of large possession volume) dated June 20, 2022, submitted from Mitsubishi UFJ
Financial Group, Inc. However, since the Company cannot confirm the number of shares substantiallyheld by them as of March 31, 2024, such information is not reflected in “Status of Major Shareholders”
above.

3. Corporate Attributes
Listed Stock Exchange and Market Section
Fiscal Year-End
Type of Business
Number of Employees (consolidated) as of the End of thePrevious Fiscal YearSales (consolidated) as of the End of the Previous Fiscal
Year
Number of Consolidated Subsidiaries as of the End of thePrevious Fiscal YearTokyo Stock Exchange, Prime
March
Insurance
1,000 or more
1 trillion yen or more
From 100 to less than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholders――- 33 -

5. Other Special Circumstances which may have Material Impact on Corporate Governance――- 34 -

II. Business Management Organization and Other Corporate Governance Systems regarding Decisionmaking, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form

Company with Audit & Supervisory Board[Directors]
Maximum Number of Directors Stipulated in the15
Articles of Incorporation
Term of Office Stipulated in the Articles of
1 year
Incorporation
Chairman of the Board (except when serving concurrently
Chairman of the Board
as President)
Number of Directors
15
Election of Outside Directors
ElectedNumber of Outside Directors
7
Number of Independent Directors, from among
7
Outside Directors
Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
A

Takashi Mitachi
Nobuhiro Endo
ShinyaKatanozaka
Emi Osono
Kosei Shindo

b

c

d

From anothercompany
From anothercompany
From anothercompany
From anothercompany
From anothercompany
From anothercompany
Attorney-at-law

e

f

g

h

i

j

k

Robert Alan
Feldman
HarukaMatsuyama* Categories for “Relationship with the Company”* “○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past*“●” when a close relative of the Director presently falls or has recently fallen under the category;“▲” when a close relative of the Director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive Director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a Director/Audit & Supervisory Board Member
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)- 35 -

h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company Outside Directors / Audit & Supervisory Board
Members are mutually appointed (the Director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
k. OtherOutside Directors’ Relationship with the Company (2) (Updated)
Name

Designation as
Independent
Director

Supplementary
Explanation of
the RelationshipHe fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

Takashi Mitachi○

Nobuhiro Endo○

He fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

Shinya Katanozaka○

He fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board- 36 -

Reasons for Election
As an Outside Director, he is expected
to make recommendations to our Boardof Directors and to play a role inexercising an appropriate supervisory
function. The reason for appointing him
is that he has properly fulfilled thisexpected role based on his insight as a
specialist in business management
acquired through many years ofexperience in a consulting firm and amanagement role since he wasappointed as a Director of the Company.
Furthermore, he does not fall under
items set forth in the regulations of theexchange, and therefore we believe, as aresult of a comprehensive consideration
based on the above, that he is unlikely
to cause conflicts of interest withgeneral shareholders of the Company as
an independent Director.
As an Outside Director, he is expected
to make recommendations to our Boardof Directors and to play a role inexercising an appropriate supervisory
function. The reason for appointing him
is that he has properly fulfilled thisexpected role based on his insight as a
specialist in business management
acquired through many years ofexperience in a management role since
he was appointed as a Director of theCompany. Furthermore, he does not fallunder items set forth in the regulationsof the exchange, and therefore webelieve, as a result of a comprehensive
consideration based on the above, that
he is unlikely to cause conflicts ofinterest with general shareholders of theCompany as an independent Director.
As an Outside Director, he is expected
to make recommendations to our Boardof Directors and to play a role inexercising an appropriate supervisory
function. The reason for appointing him

Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

Emi Osono○

She fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

Kosei Shindo○

He fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

Robert Alan
Feldman○He fulfills the
Independence Standards
for Outside Directors
and Outside Audit &- 37 -

is that he has properly fulfilled thisexpected role based on his insight as a
specialist in business management
acquired through many years ofexperience in a management role since
he was appointed as a Director of theCompany. Furthermore, he does not fallunder items set forth in the regulationsof the exchange, and therefore webelieve, as a result of a comprehensive
consideration based on the above, that
he is unlikely to cause conflicts ofinterest with general shareholders of theCompany as an independent Director.
As an Outside Director, she is expected
to make recommendations to our Boardof Directors and to play a role inexercising an appropriate supervisory
function. The reason for appointing her
is that she has properly fulfilled thisexpected role based on her insight into
corporate management, acquired
through many years of research into
corporate strategy, etc., since she wasappointed as a Director of the Company.
Furthermore, she does not fall under
items set forth in the regulations of theexchange, and therefore we believe, as aresult of a comprehensive consideration
based on the above, that she is unlikely
to cause conflicts of interest withgeneral shareholders of the Company as
an independent Director.
As an Outside Director, he is expected
to make recommendations to Board of
Directors and to play a role inexercising an appropriate supervisory
function. The reason for appointing him
is that he has properly fulfilled thisexpected role based on his insight as a
specialist in business management,
acquired through many years ofexperience in a management, since he
was appointed as a Director of theCompany.
Furthermore, he does not fall under
items set forth in the regulations of theexchange, and therefore we believe, as aresult of a comprehensive consideration
based on the above, that he is unlikely
to cause conflicts of interest withgeneral shareholders of the Company as
an independent Director.
As an Outside Director, he is expected
to make recommendations to Board of
Directors and to play a role inexercising an appropriate supervisory

Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

Haruka Matsuyama

She fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

○

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee or
Compensation Committee

function. The reason for appointing him
is that he has properly fulfilled thisexpected role based on his insightacquired through many years ofexperience as an economist at financial
institutions, since he was appointed as a
Director of the Company. Furthermore,
he does not fall under items set forth in
the regulations of the exchange, andtherefore we believe, as a result of acomprehensive consideration based on
the above, that he is unlikely to cause
conflicts of interest with generalshareholders of the Company as anindependent Director.
As an Outside Director, she is expected
to make recommendations to Board of
Directors and to play a role inexercising an appropriate supervisory
function. The reason for appointing her
is that she has properly fulfilled thisexpected role based on her insight
regarding corporate legal affairs
acquired through many years ofexperience as an attorney-at-law, since
she was appointed as a Director of theCompany. Furthermore, she does not
fall under items set forth in theregulations of the exchange, andtherefore we believe, as a result of acomprehensive consideration based on
the above, that she is unlikely to cause
conflicts of interest with generalshareholders of the Company as anindependent Director.

Established

Voluntary Committee’s Name, Composition, and Attributes of Chairman

Committee’s Name

Committee Corresponding toNomination Committee
Nomination Committee

Committee Corresponding toCompensation Committee
Compensation Committee

All Committee Members

55

Full-time Members

00Inside Directors

2

1

Outside Directors

34Outside Experts

0

0

Other

0

0

Chairman

Outside Director

Outside Director- 38 -

Supplementary Explanation
The policies and procedures for the appointment and dismissal of executive personnel are described under theheading “3. Policy and procedure, etc. for appointment and dismissal of executive personnel” in the【Disclosure Based on the Principles of the Corporate Governance Code】, section of I. Fundamental Views
on Corporate Governance, and Basic Information on Capital Structure, Corporate Attributes and Other
Matters.
The policies and procedures for determining the remuneration of executive personnel are described under theheading “4. Policy and process for determining the compensation of executive personnel” in the【Disclosure
Based on the Principles of the Corporate Governance Code】, section of I. Fundamental Views on Corporate
Governance, and Basic Information on Capital Structure, Corporate Attributes and Other Matters.

[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board
Established
Maximum Number of Audit & Supervisory
Board Members Stipulated in the Articles of 6
Incorporation
Number of Audit & Supervisory Board Members 5
Cooperation among Audit & Supervisory Board Members, Independent Auditors and Internal Audit Division
The Internal Audit Department and Independent Auditors collaborate with Audit & Supervisory Board
Members such as by providing information on the audit plans and the outcomes of the audit to Audit &Supervisory Board Members. In addition, the effectiveness of respective audit has been enhanced by mutual
cooperation by exchanging opinions among the Internal Audit Department, the Independent Auditors, andAudit & Supervisory Board Members.
Audit & Supervisory Board Members attend meetings of the Board of Directors and the Audit &Supervisory Board, and receive reports on the status and practices of the Group's Internal Control System by
the Internal Control Department, reports on the internal audit plans and their implementation status based on
fundamental policy regarding internal audit, and reports on the outcomes of financial statements audits andinternal control audits in respect to financial reporting.
The Company enters audit engagement letter with the Independent Auditors, and audits of financial
statements and internal control audits over financial reporting are conducted in which process the Internal
Control Department provides the necessary information to the Independent Auditors.
Election of Outside Audit & Supervisory Board
Members
Number of Outside Audit & Supervisory Board
Members
Number of Independent Audit & Supervisory
Board Members, from among Outside Audit &Supervisory Board Members

Elected3
3

Outside Audit & Supervisory Board Member’s Relationship with the Company (1)NameAttribute

Relationship with the Company*aAkihiro Wani
Nana Otsuki
Junko Shimizu

Attorney-at-law
From another company
From another company- 39 -

b

C

d

e

f

g

h

i

j

k

l

m

* Categories for “Relationship with the Company”* “○” when the Audit & Supervisory Board Member presently falls or has recently fallen under the category;“△” when the Audit & Supervisory Board Member fell under the category in the past
* “●” when a close relative of the Audit & Supervisory Board Member presently falls or has recently fallen
under the category;“▲” when a close relative of the Audit & Supervisory Board member fell under the category in the pasta. Executive of the Company or its subsidiaryb. Non-executive Director or accounting advisor of the Company or its subsidiaries
c. Non-executive Director or executive of a parent company of the Company
d. Audit & Supervisory Board member of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as an Audit & Supervisory Board Member
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the Audit & Supervisory Board Member himself/herself only)
k. Executive of a company, between which and the Company outside Directors / Audit & Supervisory Board
Members are mutually appointed (the Audit & Supervisory Board Member himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Audit &Supervisory Board Member himself/herself only)
m. OtherOutside Audit & Supervisory Board Member’s Relationship with the Company (2)Name
Akihiro Wani

Designation as
Independent
Audit &
Supervisory
Board Member○

Supplementary
Explanation of
the RelationshipHe fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

- 40 -

Reasons for Election
As an Outside Audit & Supervisory
Board Member, he is expected to play arole in exercising an appropriate audit
function. The reason for appointing him
is that since he was appointed as an
Audit & Supervisory Board Member of
the 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 ofexperience as an attorney-at-law.
Furthermore, he does not fall under
items set forth in the regulations of theexchange, and therefore we believe, as aresult of a comprehensive consideration
based on the above, that he is unlikely
to cause conflicts of interest withgeneral shareholders of the Company as
an independent Audit & Supervisory
Board Member. He has many years ofexperience in his role as a corporate
lawyer acting for financial institutions
on legal matters and has extensive
insight regarding finance andaccounting matters.

Nana Otsuki○

She fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

Junko Shimizu○

She fulfills the
Independence Standards
for Outside Directors
and Outside Audit &Supervisory Board
Members defined by theCompany, which areprovided in “Disclosure
Based on the Principlesof the Corporate
Governance Code”.

As an Outside Audit & Supervisory
Board Member, she is expected to playa role in exercising an appropriate audit
function. The reason for appointing her
is that since she was appointed as an
Audit & Supervisory Board Member of
the Company, she has properly fulfilled
her audit functions and provides
valuable advice based on her insightwhich was acquired through many yearsof experience as an analyst in financial
institutions. Furthermore, she does not
fall under items set forth in theregulations of the exchange, andtherefore we believe, as a result of acomprehensive consideration based on
the above, that she is unlikely to cause
conflicts of interest with generalshareholders of the Company as anindependent Audit & Supervisory Board
Member. She, as an analyst at financial
institutions through many years, has
extensive insight regarding finance andaccounting matters.
As an Outside Audit & Supervisory
Board Member, she is expected to playa role in exercising an appropriate audit
function. The reason for appointing her
is that she was judged to be able toappropriately fulfill this expected role
based on her many years of practicalexperience at financial institutions andher insight gained through research oninternational finance, etc. Furthermore,
she does not fall under items set forth in
the regulations of the exchange, andtherefore we believe, as a result of acomprehensive consideration based on
the above, that she is unlikely to cause
conflicts of interest with generalshareholders of the Company as anindependent Audit & Supervisory Board
Member. She, as an individual withpractical experience at financial
institutions, has extensive insight
regarding finance and accounting
matters.

[Independent Directors / Audit & Supervisory Board Members]
Number of Independent Directors / Audit &10
Supervisory Board Members
Matters relating to Independent Directors / Audit & Supervisory Board Members
The Company designates all Outside Directors and Outside Audit & Supervisory Board Members who havethe qualification of independent directors / audit & supervisory board members as independent directors /audit & supervisory board members.

[Incentives]- 41 -

Performance-linked Compensation / Others

Incentive Policies for Directors
Supplementary Explanation

An overview, etc. of the performance-linked compensation and stock compensation is set forth under theheading 4. Policy and process for determining the compensation of executive personnel in the【Disclosure
Based on the Principles of the Corporate Governance Code】, section of I. Fundamental Views on Corporate
Governance, and Basic Information on Capital Structure, Corporate Attributes and Other Matters.
Recipients of Stock Options
Supplementary Explanation――[Director Compensation]
DisclosureofIndividual
Compensation

Directors’

Selected Directors

Supplementary Explanation (Updated)
The Company has a policy of individually disclosing the compensation amount for any Director who receives total
consolidated compensation, etc. of 100 million yen or more. For fiscal year 2023, it was as follows.
Name

Classificationof director

Classificationof company

Total amount by type of compensation, etc.
(in millions of yen)FixedPerformance- Sharecompensation linked
compensationcompensation

Tsuyoshi
NaganoSatoruKomiyaDirector

The
CompanyThe
Company
Tokio Marine& Nichido
The
Company
Tokio Marine& Nichido

69

45

46

Total amountofconsolidated
compensation,etc.
(in millions of
yen)
161

55

82

57

213

10

3

3

13

-

2

38

45

28

Policy on Determining Compensation Amounts
and Calculation Methods

EstablishedDirector
Director

Shinichi
HiroseDirector
Director

128

Disclosure of Policy on Determining Compensation Amounts and Calculation Methods
Policies regarding the determination of remuneration for Directors, Audit & Supervisory Board Members, andExecutive Officers is described under the heading 4.Policy and process for determining the compensation of
executive personnel in the【Disclosure Based on the Principles of the Corporate Governance Code】, section of
I. Fundamental Views on Corporate Governance, and Basic Information on Capital Structure, Corporate Attributes
and Other Matters.

- 42 -

[Support System for Outside Directors and/or Outside Audit & Supervisory Board Members]
To enable Outside Directors and Outside Audit & Supervisory Board Members to implement appropriate
supervision and audits, the internal control division and internal audit division, etc. provide required
information at the Board of Directors meetings and Audit & Supervisory Board meetings, etc. Divisions
serving as secretariats of the Board of Directors and Audit & Supervisory Board assist the internal control
division and internal audit division, etc. in the provision of information in a timely and appropriate mannerand gives feedback to the relevant divisions, etc. to help those divisions effectively use and act upon the
points and advice from the Outside Directors and Outside Audit & Supervisory Board Members. In
addition, as opportunities for Outside Directors and Outside Audit & Supervisory Board Members to gain adeeper understanding of the workplace, we provide Outside Directors and Outside Audit & Supervisory
Board Members with opportunities to participate as observers by providing information on Tokio Marine
Group Joint Meeting of Department Heads, meetings to exchange opinions between inside directors andemployees, and other events.
[Status of Persons Retired from President & Chief Executive Officer, etc.]
Names and other details of Counsellor or Advisor etc. who are former President & Chief Executive Officer,
etc.
Name

Posts and
positions

Activity
Description

Working Arrangement/
Conditions (Full-time/Parttime, Compensation, etc.)

Date ofretirementfrom President& Chief
Executive
Officer, etc.

Term

-

-

-

-

-

-

Total number of Counsellor or Advisor, etc. whoare former President & Chief Executive Officer,
etc.

-

Other Information (Updated)
・ The Company does not have a general system for former President & Chief Executive Officers, etc. to serveas Counsellor or Advisor, etc.
・ Mr. Kunio Ishihara, a former President & Chief Executive Officer of the Company, is responsible for the
position of Senior Advisor of Tokio Marine & Nichido, a subsidiary of the Company. Also, Mr. Shuzo Sumi,a former President & Chief Executive Officer of the Company, is responsible for the position of Counsellor
for Tokio Marine & Nichido.
In overview, the system for these specific cases is as follows:
Activity Description:
Public office and business activities, etc. contribute to the management of theGroup, and expressing opinions in response to a request from the board of
directors’ meetings and President & Chief Executive Officer.
Working Arrangement/ Part-time, with compensation
Conditions:
Term:
Mr. Kunio Ishihara
From June 2024 to the Ordinary General
Meeting of Shareholders held in 2025. Advisory
engagement is renewable once a year byresolution of the Board of Directors, but up to 5
years in total (originally appointed June 2023).

- 43 -

Until the expiration of 10 years after his
resignation as Chairman of the Company(resigned as Chairman in June 2019)

Mr. Shuzo Sumi

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Compensation
Decisions (Overview of Current Corporate Governance System) (Updated)(1) Directors and the Board of Directors
The Board of Directors of the Company is responsible for decisions on important matters relating to the
execution of the Company’s business and for supervising the performance of individual Directors. The
Company defines Rules of the Board of Directors, as well as the content of significant business execution to
be determined by the Board of Directors. Determination of significant business execution includes
formulating Group management strategies, formulating Group management plans, establishing internal
control systems within the Group, and business investment that is larger than a certain level. Each Director
shall endeavor to enable the Board of Directors to fulfill these responsibilities and functions. The Company
shall entrust decision-making to Executive Officers of matters that do not require decisions to be made by the
Board of Directors.
Under the articles of incorporation, the number of Directors shall not exceed 15, and of these, as a generalrule, at least one-third of Directors shall be Outside Directors. In order to ensure the effectiveness of the Boardof Directors, it shall be comprised in a way balancing diversity and an appropriate size. Directors shall be
appointed for a term of office of 1 year. Directors may be re-appointed. As of the date of submission of thisreport, the Board of Directors of the Company consists of 15 Directors, including 7 Outside Directors(including 2 female Outside Directors).
We intend to fully utilize the insight of Outside Directors and Outside Audit & Supervisory Board Members
when considering and formulating management strategies aimed at achieving sustainable growth for thecompany and increasing corporate value over the medium to long term. To this end, the Board of Directors
will discuss management issues and the management environment, which are called "Discussions on
Corporate Strategy." The discussion topics will be chosen through a survey of Directors and Audit &Supervisory Board Members and from those which came up in “independent Directors/Audit & Supervisory
Board Members’ meetings.” In fiscal year 2023, in accordance with the above, and based on laws andregulations, the Articles of Incorporation, and the Rules of the Board of Directors, the Board of Directors
made decisions on important business operations and supervised the execution of duties by the Directors, aswell as held "Discussions on Corporate Strategy" on the following themes.
・ What the Board of Directors should be
・ The Group's next medium-term business plan・ The Group's Asian non-life insurance business strategy
・ Exchanging opinions with the presidents of overseas Group companies
Under the Board of Directors Regulations, the Company stipulates that the Board of Directors shall consistof all Directors and that Audit & Supervisory Board Members shall attend Board of Directors meeting andstate their opinions, if it is deemed necessary. As a general rule, Directors and Audit & Supervisory Board
Members shall attend each meeting of the Board of Directors. In fiscal year 2023, Board of Directors’
meetings were held 12 times. The average attendance rate at Board of Directors meeting was 99.4% for all
Directors and 100% for all Audit & Supervisory Board members.
Attendance by respective Outside Directors and Outside Audit & Supervisory Board Members at the Boardof Directors’ meetings were as follows.
Tsuyoshi Nagano (Chairman of the Board): Attended all of the 12 Board of Directors’ meetings held in fiscal
2023.
Satoru Komiya (President & Chief Executive Officer): Attended all of the 12 Board of Directors’ meetings
held in fiscal 2023.
Kenji Okada (Senior Managing Director): Attended all of the 12 Board of Directors’ meetings held in fiscal
2023.
Yoichi Moriwaki (Senior Managing Director): Attended all of the 12 Board of Directors’ meetings held in
fiscal 2023.

- 44 -

Kichiichiro Yamamoto (Senior Managing Director): Attended all of the 10 Board of Directors’ meetings heldin fiscal 2023, after appointment as Director.
Yoshinori Ishii (Managing Director): Attended all of the 12 Board of Directors’ meetings held in fiscal 2023.
Kiyoshi Wada (Managing Director): Attended all of the 12 Board of Directors’ meetings held in fiscal 2023.
Shinichi Hirose (Director): Attended all of the 12 Board of Directors’ meetings held in fiscal 2023.
Takashi Mitachi (Outside Director): Attended all of the 12 Board of Directors' meetings held in fiscal 2023.
Nobuhiro Endo (Outside Director): Attended all of the 12 Board of Directors’ meetings held in fiscal 2023.
Shinya Katanozaka (Outside Director): Attended all of the 12 Board of Directors' meetings held in fiscal 2023.
Emi Osono (Outside Director): Attended all of the 12 Board of Directors’ meetings held in fiscal 2023.
Kosei Shindo (Outside Director): Attended 9 of the 10 Board of Directors’ meetings held in fiscal 2023, after
appointment as Director.
Robert Alan Feldman (Outside Director): Attended all of the 10 Board of Directors’ meetings held in fiscal
2023, after appointment as Director.
Haruka Matsuyama (Outside Director): Attended all of the 10 Board of Directors’ meetings held in fiscal
2023, after appointment as Director.
Hirokazu Fujita (Audit & Supervisory Board Member (full-time)): Attended all of the 12 Board of Directors’
meetings held in fiscal 2023.
Takayuki Yuasa (Audit & Supervisory Board Member (full-time)): Attended all of the 12 Board of Directors’
meetings held in fiscal 2023.
Akihiro Wani (Outside Audit & Supervisory Board Member): Attended all of the 12 Board of Directors'
meetings held in fiscal 2023.
Nana Otsuki (Outside Audit & Supervisory Board Member): Attended all of the 12 Board of Directors'
meetings held in fiscal 2023.
Junko Shimizu (Outside Audit & Supervisory Board Member): Attended all of the 10 Board of Directors'
meetings held in fiscal 2023, after appointment as Outside Audit & Supervisory Board Member.
Akira Harashima (Vice President Director): Attended all of the 2 Board of Directors' meetings held in fiscal
2023, prior to his resignation as Director.
Akio Mimura (Outside Director): Attended all of the 2 Board of Directors' meetings held in fiscal 2023, prior
to his resignation as Director.
Masako Egawa (Outside Director): Attended all of the 2 Board of Directors' meetings held in fiscal 2023,
prior to her resignation as Director.
Akinari Horii (Outside Audit & Supervisory Board Member): Attended all of the 2 Board of Directors'
meetings held in fiscal 2023, prior to his resignation as Audit & Supervisory Board Member.
(Note) Names and titles are as of March 31, 2024. Regarding those who resigned during the term, the names
and titles are as of the time of retirement.
(2) Audit & Supervisory Board Members and Audit & Supervisory Board
Audit & Supervisory Board Members of the Company shall, as an independent body entrusted byshareholders, audit the performance of Directors, with the aim to ensure sound and fair management andaccountability to society. In conducting audits, the Audit & Supervisory Board Members endeavor to conduct
high-quality audits in accordance with the Board of Auditors Regulations, Auditing Standards, Auditing
Policies, and Audit Plans established by the Audit & Supervisory Board of the Company.
The number of the Audit & Supervisory Board Members shall be no more than 6 per the Articles ofIncorporation, of which the majority shall be Outside Audit & Supervisory Board Members in principle. Asof the submission date of this report, the Audit & Supervisory Board of the Company consists of 5 Audit &Supervisory Board Members, of whom 3 are Outside Audit & Supervisory Board Members, all of whom haveconsiderable knowledge of finance and accounting.
(3) Nomination Committee and Compensation Committee
The Company shall establish a Nomination Committee and a Compensation Committee to serve as advisory
bodies to the Board of Directors.
The Nomination Committee deliberates on the following matters and reports to the Board of Directors.
a. Appointment and dismissal of the President & Chief Executive Officer, Directors, Audit & Supervisory
Board Members, and Executive Officers- 45 -

b. Criteria for the appointment and policy for the dismissal of the President & Chief Executive Officer,
Directors, Audit & Supervisory Board Members, and Executive Officers
Also, the Nomination Committee deliberates on a succession plan for the President & Chief Executive Officer
and appropriately supervises the implementation of the succession plan in order to develop successor
candidates systematically. The Company also identifies the skills required of Directors and Audit &Supervisory Board Members and uses them as a reference for deliberations on the appointment and dismissalof the President & Chief Executive Officer, Directors, Audit & Supervisory Board Members, and Executive
Officers.
The Compensation Committee deliberates on the following matters and reports to the Board of Directors.
a. Evaluation of the performance of the President & Chief Executive Officer, Directors and Executive
Officersb. The compensation system and level of compensation for the President & Chief Executive Officer,
Directors and Executive Officers
c. Policies for determination of compensation of Directors, Audit & Supervisory Board Members andExecutive Officers
In principle, a majority of members of the Nomination Committee and the Compensation Committee
respectively shall be from outside the Company, and the chairperson for each of these committees shall beelected from among outside members.
The status of the members is as follows.
<Nomination Committee>
Shinya Katanozaka (Outside Director)
Emi Osono (Outside Director)
Kosei Shindo (Outside Director)
Tsuyoshi Nagano (Chairman of the Board)
Satoru Komiya (President & Chief Executive Officer)<Compensation Committee>
Nobuhiro Endo (Outside Director)
Takashi Mitachi (Outside Director)
Robert Alan Feldman (Outside Director)
Haruka Matsuyama (Outside Director)
Satoru Komiya (President & Chief Executive Officer)
In fiscal year 2023, the Nomination Committee deliberated on the appointment and dismissal of the
President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive
Officers, as well as the criteria for the appointment and policy for the dismissal thereof, and made reports to
the Board of Directors. In fiscal year 2023, the Nomination Committee’s meeting was held 4 times.
Attendance by each of the committee members was as follows.
<Attendance of the Nomination Committee>
Shinya Katanozaka (Chairman/Outside Director): Attended all of the 4 Nomination Committee’s meetings
held in fiscal 2023.
Emi Osono (Outside Director): Attended all of the 4 Nomination Committee’s meetings held in fiscal 2023.
Kosei Shindo (Outside Director): Attended 3 of the 4 Nomination Committee’s meetings held in fiscal 2023.
Tsuyoshi Nagano (Chairman of the Board): Attended 3 of the 4 Nomination Committee’s meetings held in
fiscal 2023.
Satoru Komiya (President & Chief Executive Officer): Attended all of the 4 Nomination Committee’s
meetings held in fiscal 2023.
(Note) Names and titles are as of March 31, 2024. Regarding those who resigned during the term, the names
and titles are as of the time of retirement.
In fiscal 2023, the Compensation Committee deliberated on matters such as the evaluation of the performanceof the President & Chief Executive Officer, Directors, and Executive Officers, the compensation system andlevel of compensation, policies for determination of compensation of the President & Chief Executive Officer,- 46 -

Directors, and Executive Officers. The Compensation Committee met three times in fiscal 2023. Attendanceby each of the committee members was as follows.
<Attendance of the Compensation Committee>
Nobuhiro Endo (Chairman/Outside Director): Attended all of the 3 Compensation Committee’s meetings heldin fiscal 2023.
Takashi Mitachi (Outside Director): Attended all of the 3 Compensation Committee’s meetings held in fiscal
2023.
Robert Alan Feldman (Outside Director): Attended all of the 2 Compensation Committee’s meetings held in
fiscal 2023, after appointment as a committee member.
Haruka Matsuyama (Outside Director): Attended all of the 2 Compensation Committee’s meetings held in
fiscal 2023, after appointment as a committee member.
Satoru Komiya (President & Chief Executive Officer): Attended all of the 3 Compensation Committee’s
meetings held in fiscal 2023.
Akio Mimura (Outside Director): Attended 1 Compensation Committee’s meeting held in fiscal 2023, prior
to his resignation as a committee member.
Masako Egawa (Outside Director): Attended 1 Compensation Committee’s meeting held in fiscal 2023, prior
to her resignation as a committee member.
Shinya Katanozaka (Outside Director): Attended 1 Compensation Committee’s meeting held in fiscal 2023,
prior to his resignation as a committee member.
Emi Osono (Outside Director): Attended 1 Compensation Committee’s meeting held in fiscal 2023, prior to
her resignation as a committee member.
(Note) Names and titles are as of March 31, 2024. Regarding those who resigned during the term, the names
and titles are as of the time of retirement.
(4) Outside Directors and Outside Audit & Supervisory Board Members (hereinafter “Outside D&A”)
The establishment of Outside Directors enables the Company to secure the effectiveness of supervision by
the Board of Directors over the performance of Directors. Moreover, the Company secures a system enabling
it to appropriately determine significant business execution matters by receiving valuable advice from Outside
Directors based on their various insight.
The establishment of Outside Audit & Supervisory Board Members enables the Company to secure audit
systems from an unbiased and objective viewpoint. Furthermore, the Company secures a system enabling it
to improve the effectiveness of audits by the Audit & Supervisory Board and to keep the transparency andsoundness of management of the Company.
All of the Outside D&A meets the requirements for Independent Directors and Audit & Supervisory Board
Members stipulated by the Tokyo Stock Exchange, Inc., and the Company has registered them as Independent
Directors and Audit & Supervisory Board Members. In addition, we have established independence criteria
on our own. In principle, those who meet these criteria are appointed as Outside D&A and all Outside D&A
also meet these criteria.
In addition, there is no risk of a conflict of interest between Outside D&A and our general shareholders withrespect to the personal, capital, or business relationships or other interests between us or our subsidiaries andthem, the company from which they come, or the company for which they concurrently work (including
companies in which Outside D&A have had relationships in the past), etc.
For this reason, we have determined that we have appointed Outside D&A who can fully perform the functions
and roles that we expect.
(5) Status of Audit
a. Audit by the Audit & Supervisory Board Members
Each Audit & Supervisory Board Member attends the Board of Directors meetings, has regular discussions
with the Representative Directors and Internal Audit Dept., etc., based on the rules of Audit & Supervisory
Board, auditing standards of Audit & Supervisory Board Members, auditing policies, auditing plans, priority
audit items (status of execution of the Groups’ Mid-Term Business Plan, status of execution of business
management in the overseas insurance business, etc.) determined by the Audit & Supervisory Board. Throughthese measures, the Audit & Supervisory Board Members appropriately audit the performance of individual
Directors.

- 47 -

Two Audit & Supervisory Board Members (full-time) grasp the decision-making process and internal control
progress, and report to the Audit & Supervisory Board, by attending the Board of Directors meetings andimportant meetings such as the Management Meeting, Internal Control Committee, Sustainability Committee,etc., reading important documents that have been approved, conducting hearing meetings with officers andemployees of business execution divisions, conducting interviews with officers and employees at overseas
bases, and hearing meetings with Audit & Supervisory Board Members (part-time) of the Group companies,
etc. The Audit & Supervisory Board also makes decisions on the appropriateness of accounting audits,
prepares the audit reports by the Audit & Supervisory Board, assesses accounting auditors, and examines thecontents of proposals for appointment and dismissal.
To support the activities of the Audit & Supervisory Board Members, the office for the Audit & Supervisory
Board Member has been established under the direct control of the Audit & Supervisory Board Members,
with 4 full-time staff members and 5 additional staff members.
In fiscal year 2023, the Audit & Supervisory Board was held 12 times. Attendance by each of Audit &Supervisory Board Members at the Audit & Supervisory Board meetings was as follows. The Audit &Supervisory Board judged the appropriateness of the accounting audit, prepared the audit report of the Audit& Supervisory Board, evaluated the accounting auditors, and considered the agenda for the appointment anddismissal of the accounting auditors. In addition, the Audit & Supervisory Board requested internal
stakeholders or the accounting auditors to attend the Audit & Supervisory Board as necessary and received
explanations on matters related to the audit.
Hirokazu Fujita (Audit & Supervisory Board Member (full-time)): Attended all of the 12 Audit & Supervisory
Board meetings held in fiscal 2023.
Takayuki Yuasa (Audit & Supervisory Board Member (full-time)): Attended all of the 12 Audit & Supervisory
Board meetings held in fiscal 2023.
Akihiro Wani (Outside Audit & Supervisory Board Member): Attended all of the 12 Audit & Supervisory
Board meetings held in fiscal 2023.
Nana Otsuki (Outside Audit & Supervisory Board Member): Attended all of the 12 Audit & Supervisory
Board meetings held in fiscal 2023.
Junko Shimizu (Outside Audit & Supervisory Board Member ): Attended all of the 10 Audit & Supervisory
Board meetings held in fiscal 2023, after appointment as Outside Audit & Supervisory Board Member.
Akinari Horii (Outside Audit & Supervisory Board Member): Attended all of the 2 Audit & Supervisory Board
meetings held in fiscal 2023, prior to his resignation as Outside Audit & Supervisory Board Member.
(Note) Names and titles are as of March 31, 2024. Regarding those who resigned during the term, the names
and titles are as of the time of retirement.
b. Internal Audit
The Company has an internal audit division that is independent from the other divisions. The internal audit
division audits the business execution of the other divisions, including the internal control division, in orderto establish an appropriate management system for the Group as a whole. The Company has formulated basic
policies for the internal audits of the Group and implements efficient and effective internal audits of the Group
companies by adapting the method (for example, on a case-by-case basis, the audit may be conducted by theinternal audit department of the Group company or the internal audit department of the parent company),frequency, etc., of internal audits according to the size of each Group company.
The internal audit plan of each Group company that has its own internal audit function is approved in advanceby the Company. In addition, the Company receives reports on the results of internal audits of each Group
company and the status of execution of improvement measures and improvement plans, and monitors thestatus of conducting internal audits and the status of internal management.
To ensure the effectiveness of internal audits, the Board of Directors decides by resolution the annual internal
audit plan in accordance with the rules of the Board of Directors. The internal audit division reports directly
to the Board of Directors on the implementation status of the internal audit plan and important matters among
the results of internal audits conducted by the Company and the Group companies. In addition, the annual
audit plan and its implementation status of the annual internal audit plan and the internal audit plan is directly
reported to the Audit & Supervisory Board. The status of internal controls at each Group company is reported
directly to the Board of Directors in principle on a semi-annual basis and to the Audit & Supervisory Board
on a quarterly basis, in principle, in cooperation with the Risk Management Division and the Compliance
Division.

- 48 -

As of end of fiscal year 2023, the number of employees at the Company engaging in internal audits of theCompany was 50.
c. Audit by Independent Auditor
The Company concludes audit agreements with independent auditor, the firm that audits the Company’s
financial statements and internal control relating to financial reporting. In the process, an internal control
division provides required information to the Independent Auditor. 3 Certified Public Accountants performed
audits for the Company, that is, Messrs. Takaaki Ino, Takaki Suzuki, and Hiromasa Yamamoto, all of whom
belong to PricewaterhouseCoopers Japan LLC. The number of years each of these Certified Public
Accountants has performed audits for the Company does not exceed 7.
・Name of Auditing Firm: PricewaterhouseCoopers Japan LLC・Continuing Audit Period: since fiscal year 2002
・Composition of Assistants for Audit Services: In fiscal year 2023, the number of assistants for audit
services was 23 certified public accountants and 33 other members.
(6) Liability Limitation Agreements
In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan, the Company
has entered into an agreement with the Outside Directors and the Outside Audit & Supervisory Board
Members to limit their liability provided for in Article 423, paragraph 1 of the Companies Act of Japan. The
limitation of liability under the agreement is the higher of either 10 million yen or the amount provided in
Article 425, paragraph 1 of the Companies Act of Japan.
(7) Directors and Officers Liability Insurance
The Company has entered into a directors and officers liability insurance contract provided for in Article 4303, paragraph 1 of the Companies Act of Japan with an insurance company. The contract covers damages anddefense costs that may arise when the insured assumes liability for the execution of his or her duties or receives
a claim related to the pursuit of such liability. A deductible amount is established under the contract, andinsured persons are required to cover damages up to a certain amount.
Other relevant matters are described in【Disclosure Based on the Principles of the Corporate Governance Code】
in I. Fundamental Views on Corporate Governance, and Basic Information on Capital Structure, Corporate
Attributes and Other Matters.

3. Reasons for Adoption of Current Corporate Governance System
The Company defines the “Tokio Marine Group Corporate Philosophy” and is committed to the continuous
enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society,employees and other stakeholders. For this purpose, we consider it important that the Company establishes asound and transparent corporate governance system, and based on its “Basic Policies for Internal Controls”,
aims to exercise appropriate control over the Group companies as a holding company.
The Company sets forth the framework of its corporate governance system in the “Tokio Marine Holdings
Fundamental Corporate Governance Policy.” The corporate governance system of the Company is designed
as hybrid structure whereby the Nomination Committee and Compensation Committee are discretionarily
established in addition to the fundamental structure of a company with an Audit & Supervisory Board. We
believe that the above structure is optimal at this point and in light of the following measures taken: theCompany determines significant business execution by resolution of the Board of Directors, and makes highquality decisions reflecting the insight of Outside Directors and Outside Audit & Supervisory Board Members;
Audit & Supervisory Board Members who hold no voting rights at a Board of Directors meeting conduct
unbiased and objective audits; the transparency of decision-making process of nomination and compensationof and for Directors, Audit & Supervisory Board Members, and Executive Officers are ensured by those issues
being deliberated at the Nomination Committee and Compensation Committee.

- 49 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Meeting of Shareholders and Smooth Exercise of Voting Rights(Updated)
Supplementary Explanations
Early Notification of General
Meeting of Shareholders
Scheduling General Meetingof Shareholders Avoiding thePeak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform and Other
Efforts to Enhance theEnvironment for the Exerciseof Voting Rights by
Institutional Investors
Providing Convocation Noticein English
Other

Dispatched on Monday, June 3, 2024
Held on Monday, June 24, 2024
Starting from 2004, voting rights may be exercised via the Internet.

Starting from 2006, voting rights may be exercised through the “Electronic
Voting Platform for Institutional Investors.”
Notice of Convocation (including Reference Materials regarding the General
Meeting of Shareholders and part of the Business Report) is prepared in
English and published on the Company’s website, etc.
Prior to its dispatch on Monday, June 3, 2024, Notice of Convocation was
published on the Company’s website on Tuesday, May 21, 2024.

2. IR Activities (Updated)
Supplementary Explanations

Preparation and Publication ofDisclosure Policy

Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional
Investors

The Company formulates and announces the “Disclosure
Policy of the Tokio Marine Group” as the basic policy of
disclosure, and “Tokio Marine Holdings, Inc. IR Policy”
as the basic policy of IR activities.
(URL/https://www.tokiomarinehd.com/company/governa
nce/internal/policy/ (in Japanese))
English website is as follows.
(URL/https://www.tokiomarinehd.com/en/company/policy/)
The Company held investor briefing sessions in four cities,
with the Group CEO as presenter, to explain the
Company’s history of contributions to the resolution ofsocial issues, the Group management strategy, etc.
(September 2023: Tokyo; February 2024: Osaka, Kyoto,
and Nagoya)
In August, November 2023, and May 2024, the Company
held an IR conference call, with the Group CEO and others
as presenters, to explain our full-year forecast and ourfinancial results, etc.
In addition, in November 2023 and May 2024, amanagement strategy briefing session was held with theGroup CEO and others to explain management andbusiness strategies.

- 50 -

Explanationfrom arepresentative
himself/herself

Yes

Yes

Posting of IR Materials on theWebsiteEstablishment of Department
and/or Manager in Charge ofIR

The Company publishes the following on its website:
financial information, timely disclosure materials (otherthan financial information), securities reports, materials
for IR briefings, video recordings of IR briefing sessions,Integrated Annual Report, explanations on monthly
performance flash reports of major subsidiaries, etc.
A dedicated person is assigned to Global Communication
Department, and the Investor/Shareholders Relations
Group.

3. Measures to Ensure Due Respect for Stakeholders

Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

Implementation ofEnvironmental Activities, CSR
Activities etc.

Development of Policies on
Information Provision to
Stakeholders

Supplementary Explanations<Tokio Marine Group Corporate Philosophy>
With customer trust as the foundation for all its activities, the Group
continually strives to raise corporate value.
• Through the provision of the highest quality products and services, theGroup aims to deliver safety and security to all our customers.
• By developing sound, profitable and growing businesses throughout theworld, the Group will fulfill its mandate to shareholders.
• The Group will continue to build an open and dynamic corporate culturethat enables each and every employee to demonstrate his or her creative
potential.
• Acting as a good corporate citizen through fair and responsible
management, the Group will broadly contribute to the development ofsociety.
In addition to participating in international initiatives, enlightening programson disaster prevention and environment for elementary schools and special
needs schools through "Green Lessons" and "Disaster Prevention Lessons"and career education programs for junior and senior high-schools through"Thinking about the risk and future," we are also promoting to protect theearth’s environment by mangrove planting through the Green Gift Projects
etc.
The Company’s website contains a "Sustainability Report" that provides an
overview of our sustainability efforts, including detailed contents of various
sustainability-related activities.
（https://www.tokiomarinehd.com/en/sustainability/）
The Company has set forth the “Disclosure Policy of the Tokio Marine
Group” and strives to provide information conducive to improving
management transparency and fairness in a prompt, precise, and fairmanner.

- 51 -

IV. Matters Related to the Internal Control System
1. Fundamental Views on the Internal Control System and the Progress of System Development(Updated)
The Company has formulated “Basic Policies for Internal Controls.” In line with this policy, the Company
has established an internal control system for the entire Tokio Marine Group, which includes business
management, compliance, risk management, internal audits, and ensuring the effectiveness of audits by the
Audit & Supervisory Board Members. In this way, we are striving to ensure the appropriateness of operations
and increase corporate value. In addition, the Company conducts monitoring of the development and operationof internal control systems, and the Board of Directors confirms the contents based on the results ofdeliberations by the Internal Control Committee, which is a committee of the Board of Directors. The
Company has confirmed that there were no material deficiencies in internal controls throughout the entire
Group for fiscal year 2023.
Basic Policies for Internal Controls (Amended on April 1, 2024)
Tokio Marine Holdings, Inc. (the "Company") shall establish a basic policy for internal control in accordancewith the Companies Act of Japan and its Ordinance for Enforcement, as follows:
1. System for ensuring proper operations within the Tokio Marine Group (the "Group")(1) Based on the Tokio Marine Group Corporate Philosophy, the Company, as the holding company
controlling the businesses of the Group, by establishing both the Group's basic policies for the administrationof Group companies and a system of reporting to the Board of Directors, shall implement the Company's
management system for all Group companies.
a. The Company shall administer the business of Group companies under its direct management ("Managed
Companies") by concluding business management agreements with them and through other means.
(a) The Company shall provide Managed Companies with the Group's basic policies that form thefundamentals of the Group's management strategies and the Company's management.
(b) Business strategies, business projects and other important plans by Managed Companies shall be subject
to the Company's prior approval.
(c) Managed Companies shall report to the Company their initiatives based on the Group's basic policies,
the progress of their business plans, and the facts likely to exert serious impacts on their business operation(not only meaning financial impacts, but also including impacts in terms of reputation).
b. The business management of Group companies other than Managed Companies shall, in principle, be madethrough Managed Companies.
(2) The Company shall establish the Group’s basic policy for capital allocation and implement systems for
operating the capital allocation program.
(3) The Company shall establish the Group's basic policy for accounting, understand its consolidated
financial position and the Group companies' financial positions, and implement systems for obtaining
approval from, and submitting reports to, shareholders and supervisory organizations and submitting tax
returns to authorities in a proper manner.
(4) The Company shall establish the Group's basic policy for internal controls over financial reporting andimplement systems for ensuring the appropriateness and reliability of financial reporting.
(5) The Company shall establish the Group's basic policy for disclosure and implement systems fordisclosing information on corporate activities in a timely and proper manner.
(6) The Company shall establish the Group's basic policy for IT governance and implement systems forachieving IT governance.
(7) The Company shall establish the Group's basic policy for personnel matters with a view to enhancing
productivity and corporate value through comprehensive efforts to enhance employees' satisfaction and pridein their work and promoting fair and transparent personnel management linked with proper performance
evaluation.
(8) The Company shall establish the Group Audit Committee, which shall execute the following duties, among
others, and report the details of such execution to the Board of Directors.

- 52 -

a. Evaluation of the formulation and implementation of various policies and actions, deliberation regarding
improvement measures, and comprehensive coordination and promotion regarding the development of theGroup's internal control system
b. Verification of the formulation and implementation status of appropriate preventative measures for
misconducts and serious incidents that have occurred at domestic and overseas Group companies
c. Examination of incidents at peer companies and in other industries and their relevance to the Tokio Marine
Group, consideration of the potential and probability of similar incidents in the Group, simulation of scenarios
for likely events, verification of the effectiveness of the Group’s existing countermeasures, directing Group
companies to conduct thematic audits and reviewing their results
2. System for ensuring the execution of professional duties in accordance with applicable laws, regulations
and the Articles of Incorporation(1) The Company shall establish the Group's basic policy for compliance and implement compliance systems
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate the Group’s code of conduct and ensure that all directors and employees of
the Group respect such code of conduct and give top priority to compliance in all phases of the Group'sbusiness activities.
c. The Company shall have Managed Companies prepare compliance manuals and widely promotecompliance within the Group by means of training on laws, regulations, internal rules and other matters thatall directors and employees of the Group must respect.
d. The Company shall establish reporting rules in the event of a violation of laws, regulations or internal rules
within any of the Managed Companies and, in addition to usual reporting routes, set up hotlines (internal
whistle-blower systems) to an internal and external organization and keep all directors and employees of theGroup well informed as to the use of the systems.
(2) The Company shall establish an internal audit department separate and independent of other departments,
establish the Group's basic policy for internal audits of the Group and implement systems for efficient andeffective internal audits within the Company and the Group companies.
3. System for risk management(1) The Company shall establish the Group's basic policy for risk management and implement risk
management systems.
a. The Company shall establish a department supervising risk management.
b. The Company shall perform risk management by following the basic processes of risk identification,
evaluation and control, contingency planning and assessment of outcomes through risk monitoring andreporting.
c. The Company shall have each of the Managed Companies perform risk management appropriate to its
types of business and its risk characteristics.
(2) The Company shall establish the Group's basic policy for integrated risk management and perform
quantitative risk management across the entire Group to maintain credit ratings and prevent bankruptcies.
(3) The Company shall establish the Group's basic policy for crisis management and implement systems forcrisis management.
4. System for ensuring efficient execution of professional duties(1) The Company shall formulate a medium-term management plan and an annual plan (including numericaltargets, etc.) for the Group.
(2) The Company shall establish rules regarding the exercise of authority and construct an appropriateorganizational structure for achieving its business purposes in order to realize efficient execution of operations
through a proper division of responsibilities and a chain of command.
(3) The Company shall formulate rules for and establish a "Management Meeting", composed of directors,
executive officers and other relevant persons, that shall discuss and report on important management issues.
(4) The Company shall establish systems for ensuring efficient execution of professional duties at the Group
companies as well as the Company in addition to the above (1) to (3).
5. System for preserving and managing information concerning the execution of directors' duties
The Company shall establish rules for the preservation of documents and other materials. The minutes ofimportant meetings and documents containing material information regarding the execution of duties by the- 53 -

directors and the executive officers shall be preserved and managed appropriately in accordance with suchrules.
6. Matters concerning support personnel to the Audit & Supervisory Board Members(1) The Company shall establish the “Office of Audit & Supervisory Board” under the direct control of the
Audit & Supervisory Board Members for the purpose of supporting them in the performance of their duties.
Upon request of the Audit & Supervisory Board Members, the Company shall assign full-time employees
having sufficient knowledge and ability to support the members in the performance of their duties.
(2) Employees assigned to the Office of Audit & Supervisory Board shall perform duties ordered by the
Audit & Supervisory Board Members and other work necessary for proceeding with audits, and such
employees shall have the right to collect information necessary for audit purposes.
(3) Performance evaluations, personnel transfers and disciplinary action concerning such employees shallbe made with the approval of the full-time members of the Audit & Supervisory Board.
7. System of reporting to the Audit & Supervisory Board(1) Directors and employees shall regularly report to the Audit & Supervisory Board on management,
financial condition, compliance, risk management, internal audits and other matters. In the event that theydetect a material violation of laws, regulations or internal rules concerning the execution of operations of theCompany or a Group company or a fact likely to cause significant damage to the Company or the Group, theyshall immediately report thereof to the Audit & Supervisory Board.
(2) The Company shall establish a system to ensure that the Audit & Supervisory Board Members shall be
notified by directors and employees or those who receive reports from them, in the event that they detect amaterial violation of laws, regulations or internal rules concerning the execution of operations of the Company
or a Group company, or a fact likely to cause considerable damage to the Company or the Group.
(3) The Company shall establish systems necessary to ensure that directors and employees who report thematters described in the preceding paragraph to the Audit & Supervisory Board, shall not be given any
disadvantageous treatment as a result.
(4) Directors and employees shall regularly report to the Audit & Supervisory Board on matters such as how
the hotlines (the internal whistle-blower system) are used and reports and consultations made.
8. Other systems for ensuring effective audits by the Audit & Supervisory Board Members(1) The Audit & Supervisory Board Members shall attend meetings of the Board of Directors, have the rightto attend Management Meetings and other important meetings and committees, and express their opinions.
(2) The Audit & Supervisory Board Members shall have the right to inspect at any time the minutes ofimportant meetings and other important documents relating to decisions approved by directors and executive
officers.
(3) Directors and employees shall, at any time upon the request of the Audit & Supervisory Board Members,
explain matters concerning the execution of their duties.
(4) The Internal Audit Department shall strengthen its coordination with the Audit & Supervisory Board
Members by assisting in the audit process and through other means.
(5) The Company shall pay all the expenses and fees incurred in the execution of duties by the Audit &Supervisory Board Members, except to the extent that the Company proves that such expenses are notnecessary.
9. Amendment and Abolishment
Amendments to and abolition of this Policy shall be determined by the Board of Directors of Tokio Marine
Holdings. The General Manager, Head of the Corporate Planning Department, however, may execute minor
amendments.

2. Fundamental Views on Eliminating Anti-Social Factions and Groups
The Company establishes the Group's basic policies against anti-social factions and groups in “the Group's
basic policy for compliance,” and in association with lawyers, police and other professionals, implements its
systems against such anti-social factions and groups, and responds to them in an organized anduncompromising manner by severing relationships with them and refusing unfair demands.
- 54 -

Based on these policies, the Company formulates the “Tokio Marine Group’s Manual against Anti-social
Factions and Groups” and presents the manual to its subsidiaries, etc. The Company also collects information
on anti-social factions and groups and responds to inquiries and other communications regarding anti-social
factions and groups from the subsidiaries. Meanwhile, the subsidiaries formulate manuals for themselves, etc.
and strive to disseminate the manuals to directors and employees via training, etc. Through these measures,
the Group secures a structure to refuse unfair demands from anti-social factions and groups and conduct
appropriate legal responses.

- 55 -

V. Others
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation――

2. Other Matters Concerning the Corporate Governance System (Updated)<Outline of Timely Disclosure System>
The Company’s internal system relating to the timely disclosure of corporate information is as follows.
1. Basic Policies for Disclosure(1) Fundamental views
The Company aims to disclose timely and appropriate information in order to secure managementtransparency and fairness as well as enhance brand value.
Regarding the disclosure of information, the Company collects information and decides upon the need for its
disclosure promptly and appropriately, and discloses it accurately and fairly(2) Fundamental policy on disclosure
The Company formulates a “Disclosure Policy of the Tokio Marine Group” as follows and publishes it on its
website.
“Disclosure Policy of the Tokio Marine Group” (April 1, 2018)
1. Fundamental views
The Tokio Marine Group strives for timely, accurate and fair disclosure of meaningful information which
enhances management transparency and fairness so that customers, shareholders and investors, agents, andsociety at large can have an accurate understanding of the state of the Group.
2. Information Disclosure Standards
The Tokio Marine Group discloses information in accordance with the relevant laws and regulations of Japanand foreign countries.
We provide disclosure of information pursuant to the "Securities Listing Regulations" stipulated by the Tokyo
Stock Exchange.
Other disclosure is made in a manner appropriate to the content of the relevant information.
3. Information Disclosure Methods
The Tokio Marine Group discloses information by issuing disclosure-related reports pursuant to relevant laws
and regulations set forth in Japan and foreign countries, and posting information through the Timely
Disclosure Network (TDnet) of the Tokyo Stock Exchange, as well as the press and other appropriate means.
We also post the disclosed information on the websites of Tokio Marine Group companies.
4. NoteInformation disclosure made based on this Disclosure Policy is intended to accurately, timely and fairly informthe public of the Tokio Marine Group’s activities and is not intended to constitute an investment offer orsolicitation.
2. Internal System relating to Timely Disclosure of Corporate Information(1) System for grasping and conducting timely disclosure of important information
The Company has developed a system whereby the Department Head of the Legal & Compliance Dept. grasps
important information of the Company in a unified manner mainly in accordance with the Insider Trading
Prevention Regulations and Standard of Submission and Reporting to Management Meeting.
The Company establishes a system whereby the Department Head of the Legal & Compliance Dept. who
grasps the important information promptly reports it to Directors and Executive Officers and discloses it- 56 -

through the required procedures whenever he or she considers it necessary in light of the Financial Instruments
and Exchange Act, the Order for Enforcement of the Financial Instruments and Exchange Act, and disclosure
standards set forth by the stock exchange.
Regarding important information pertaining to subsidiaries of the Company as well, the Company establishesa system whereby the General Manager of the Legal & Compliance Dept. of the Company grasps suchinformation in a unified manner and discloses it in a timely manner mainly in accordance with the Basic
Policies for Internal Controls of the Company and the Group’s policies, etc., as well as rules and regulationsprescribed by subsidiaries including the Insider Trading Prevention Regulations, Standard of Submission andReporting to Management Meeting, and Subsidiaries Management Regulations.
(2) Development of monitoring structure of the timely disclosure system
The Company develops an effective internal audit system at each group company in accordance with the Basic
Policies for Internal Audits and performs internal audits to guarantee the appropriateness of management,
including information disclosure.
The internal audit division of the Company performs internal audits of the Company, monitors theimplementation status of the internal audits and internal audit systems of subsidiaries, and reports important
information thereof to the Board of Directors. Furthermore, the internal audit division of a subsidiary performs
internal audits of its own company and its subsidiaries.
< Tokio Marine Holdings Fundamental Corporate Governance Policy > (amended on May 20, 2024)
CHAPTER I Fundamental Views on Corporate Governance(Fundamental views on corporate governance)
Article 1
Tokio Marine Holdings, Inc. (the "Company"), shall define the "Tokio Marine Group Corporate Philosophy"
and is committed to the continuous enhancement of corporate value by fulfilling its responsibilities toshareholders, customers, society, employees and other stakeholders. For this purpose, the Company hereby
establishes a sound and transparent corporate governance system, and based on its Basic Policies for Internal
Controls, aims to exercise appropriate control over the Tokio Marine Group companies as a holding company.
CHAPTER II Rights of Shareholders and Securing Fairness(Rights of shareholders and securing fairness)
Article 2
The Company shall maintain an environment in which voting rights at General Meetings of Shareholders
can be appropriately executed.
2 The Company shall work to improve shareholder return by methods such as stable maintenance ofshareholder dividend measures.
3 For the exercise of voting rights at General Meetings of Shareholders or the payment of dividends of surplus,
the Company shall handle these in a fair manner, based on the type and number of shares held.
(Policies regarding equities held for Business-relationship)
Article 3
Regarding business-relationship equities the Company will eliminate such holdings in order to review theGroup’s risk portfolio, and allocate capital to solve social issues and toward growth fields, etc.
*Excluding unlisted shares and equity investments, made through capital and business alliances, etc.
(Related party transactions)
Article 4
The Company shall define Rules of the Board of Directors and the "Tokio Marine Group Policies forManagement of Intragroup Transactions," and the Board of Directors shall monitor related party transactions
between Officers and subsidiaries, etc., in an effort to ensure that the joint interests of the Company andshareholders are not harmed.
CHAPTER III Appropriate Cooperation with Stakeholders Other Than Shareholders(Appropriate cooperation with stakeholders other than shareholders)
Article 5- 57 -

The Company shall define the "Tokio Marine Group Corporate Philosophy," and respond to the trust ofshareholders through global business expansion that incorporates profitability, growth, and health, providing
peace of mind and safety to customers, and establishing a corporate environment that encourages creativity
from employees. Through contributing to the development of society on a wide scale, the Company shallwork to perpetually improve its corporate value.
CHAPTER IV Appropriate Information Disclosure and Securing of Transparency(Appropriate information disclosure and securing of transparency)
Article 6
The Company shall define the "Tokio Marine Group Basic Policies for Disclosure," and with the aim of
securing transparency and fairness in management, shall disclose appropriate information at the appropriate
time regarding financial information such as business results, etc., corporate principles, and non-financial
information such as business plans.
CHAPTER V Responsibilities of The Board of Directors, etc.
(Responsibilities of the Board of Directors and its Members)
Article 7
The Board of Directors is responsible for decisions on important matters relating to the execution of theCompany’s business and for supervising the performance of individual Directors.
2 The Company shall define Rules of the Board of Directors, and define the content of significant businessexecution to be determined by the Board of Directors. Determination of significant business execution
includes formulating Group management strategies, formulating Group management plans, establishinginternal control systems within the Group, and business investment that is larger than a certain level.
3 Each Director shall endeavor to enable the Board of Directors to fulfill the responsibilities and functions
outlined in the first paragraph above.
4 The Company shall entrust decision-making to Executive Officers of matters that do not require decisions
to be made by the Board of Directors.
(Composition of the Board of Directors and Directors’ term of office, etc.)
Article 8
As a general rule, at least one-third of the Directors shall be Outside Directors.
2 In order to ensure the effectiveness of the Board of Directors, it shall be a configuration that balances
diversity with an appropriate size.
3 Directors shall be appointed for a term of office of one year. Directors may be re-appointed.
4 The tenure of Outside Directors shall be limited up to a maximum of ten years as a general rule.
(Conditions for selection of Directors)
Article 9
Directors shall have a deep understanding of the company’s business type, possess a wide range ofknowledge required for management, and as a member of the Board of Directors, have the ability to makedecisions that are necessary to determine significant business execution matters.
2 In addition to meeting the requirements set forth in the preceding paragraph of this Article, as a general rule,
Outside Directors shall meet the independence standards defined in Exhibit.
(Responsibilities of Audit & Supervisory Board Members)
Article 10
Audit & Supervisory Board Members, as an independent body entrusted by shareholders, shall audit theperformance of Directors, with the aim to ensure sound and fair management and accountability.
(Composition of Audit & Supervisory Board and the Audit & Supervisory Board Members’ term of officeetc.)
Article 11
As a general rule, a majority of the Audit & Supervisory Board Members shall be outside Members.
2 The term of office for Audit & Supervisory Board Members shall be four years. Audit & Supervisory Board
Members may be re-appointed.
3 The tenure of Outside Audit & Supervisory Board Members shall be limited up to a maximum of three terms
as a general rule.

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(Conditions for selection of Audit & Supervisory Board Members)
Article 12
Audit & Supervisory Board Members shall have operational abilities and previous achievements andexperience, etc., as Audit & Supervisory Board Members, and through implementation of high quality audits,
secure sound and continuous growth of the company, contributing to the establishment of a superior corporate
control system that can respond to societal trust.
2 In addition to meeting the requirements set forth in the preceding paragraph of this Article, as general rule,
Outside Audit & Supervisory Board Members shall meet the independence standards defined in Exhibit.
(Conditions for selection of Executive Officers)
Article 13
Executive Officers shall be evaluated based on competency as officers, achievements, experience andpersonality among others and may become responsible for the execution of business at the company.
(Conditions for selection of President & Chief Executive Officer)
Article 14
The President & Chief Executive Officer shall be a person who not only meets the conditions for selectionof Directors defined in Article 9 and the conditions for selection of Executive Officers defined in Article 13,
but has talent in leading business administration with a view to seeking the continuous growth of the Groupand increasing its medium-to-long term corporate value.
(Dismissal policy)
Article 15
If the President & Chief Executive Officer or any of the Directors, Audit & Supervisory Board Members andExecutive Officers fail to meet the conditions for selection to their positions as defined in this policy, theNomination Committee shall deliberate on the dismissal of the relevant persons.
(Responsibilities of the Nomination Committee)
Article 16
The Company shall establish a Nomination Committee to serve as an advisory body to the Board of
Directors.
2 The Nomination Committee shall deliberate on the following matters and otherwise, and report to the Boardof Directors:(1) The appointment and dismissal of the President & Chief Executive Officer, Directors, Audit & Supervisory
Board Members and Executive Officers; and(2) The criteria for the appointment and policy for the dismissal of the President & Chief Executive Officer,
Directors, Audit & Supervisory Board Members and Executive Officers.
3 The Nomination Committee is responsible for deliberating a successor plan for the President & Chief
Executive Officer and for appropriately supervising the implementation of the plan in order to develop
successor candidates systematically.
4 The Nomination Committee shall identify skills etc. required of Directors and Audit & Supervisory Board
Members, based upon which the Committee shall conduct deliberation as provided in paragraph 2 item (1) of
this Article.
(Composition of the Nomination Committee)
Article 17
As a general rule, a majority of the members shall be selected from outside of the Company, and the chairman
shall be one of the outside members.
(Responsibilities of the Compensation Committee)
Article 18
The Company shall establish a Compensation Committee to serve as an advisory body to its Board of
Directors.
2 The Compensation Committee shall deliberate on the following matters and otherwise and report to theBoard of Directors:- 59 -

(1) Evaluation of the performance of the President & Chief Executive Officer, Directors (full-time) and
Executive Officers.
(2) The compensation system and the level of compensation for the President & Chief Executive Officer,
Directors and Executive Officers.
(3) Policy for determination of compensation for Directors, Audit & Supervisory Board Members andExecutive Officers.
(Composition of the Compensation Committee)
Article 19
As a general rule, a majority of the members of each committee shall be selected from outside of theCompany, and the chairman of each committee shall be one of the outside members.
(Policies on determination of remuneration for Directors, Audit & Supervisory Board and Executive Officers)
Article 20
The Company shall ensure "transparency," "fairness," and "objectivity" when determining compensation for
Directors, Audit & Supervisory Board Members, and Executive Officers.
2 The following structure shall apply to compensation for Directors, Audit & Supervisory Board Members,
and Executive Officers.
Performance-linked
Applicable personnel
Fixed compensation
Share compensationcompensation
Directors (Full-Time),
Executive Officers

Outside Directors,
Directors (Part-Time)

Audit & Supervisory
Board Members* With respect to the component ratios of each type of compensation within the base amount of compensation
for Directors and Executive Officers, in principle, the higher their positions, the greater the ratios of
performance-linked compensation and share compensation become.
3 The purpose of each type of compensation is as described below.
Compensation type
Purpose
Performance-linked
Performance-linked compensation reflects the performance of ancompensation
organization or an individual against the predetermined company andindividual targets and is introduced to strengthen individuals’ incentives
to raise the Company’s corporate value.
Share compensation
Share compensation is linked to the Company’s share price and isintroduced to encourage the recipients to fulfill their accountability toshareholders by sharing returns on the Company’s shares with them.
4 The Board of Directors shall set the level of compensation for Directors and Executive Officers according
to the responsibilities, while taking into consideration factors such as the business performance of theCompany and the level of compensation in other companies.
5 Of the different types of compensation for Directors and Executive Officers, fixed compensation andperformance-linked compensation shall be paid monthly, while share compensation shall be delivered upon
resignation.

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6 The Board of Directors shall determine the details of compensation to individual Directors and Executive
Officers and other important matters concerning compensation to Directors, Audit & Supervisory Board
Members, and Executive Officers. Decisions on any matter requiring consultations with the Compensation
Committee shall be made after obtaining opinions of the said Committee.
(Training Policies for Directors, Audit & Supervisory Board Members and Executive Officers)
Article 21
The Company will provide opportunities for training, as necessary, to Directors, Audit & Supervisory Board
Members and Executive Officers, to allow them to appropriately fulfill duties required in each respective area.
CHAPTER VI Conversation with Shareholders(Policy on constructive conversation with shareholders and investors)
Article 22
To promote constructive conversation with shareholders and investors, the Company shall work to establish
structures according to the following basic principles.
(1) The Company shall establish Executive Officers in charge of business execution to conduct overallmanagement for conversations with shareholders and investors, and establish a dedicated department to planand implement these activities.
(2) Toward conversations with shareholders and investors such as earnings announcements and presentation
meetings for investors, etc., a dedicated department of the Company shall work with other relevant
departments to provide accurate and truthful information to shareholders and investors.
(3) Taking into account shareholding conditions and the views of shareholders and investors, etc., theCompany shall work to provide various methods to communicate with shareholders and investors.
(4) Concerning comments acquired during the course of conversations with shareholders and investors, theCompany shall periodically organize and analyze these comments, and report to the Board of Directors.
(5) The Company, pursuant to its "Insider Trading Prevention Regulations", shall exercise the utmost carewith regard to unpublicized information, and shall have conversations with shareholders and investors without
utilizing any significant unpublicized information
CHAPTER VII Authority for Revision and Termination(Authority for revision and termination)
Article 23
Revision and termination of this policy shall be made at a Board of Directors meeting. However, insignificant
changes may be made by the Executive Officer in charge of the Legal & Compliance Department.
Exhibit: Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members
Outside Directors and Outside Audit & Supervisory Board Members are judged to be independent from theCompany if they do not fall within any of the following categories:(1) an executive of the Company or a subsidiary or affiliate of the Company;(2) a person who has been an executive of the Company or a subsidiary or an affiliate of the Company in thepast ten years;(3) a party whose major client or supplier is the Company or a principal business subsidiary of the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent fiscal year amount to 2% or more of its consolidated net sales), or an executive thereof;(4) a party who is a major client or supplier of the Company or a principal business subsidiary of the Company(a party whose transactions with the Company or a principal business subsidiary of the Company in the mostrecent fiscal year amount to 2% or more of consolidated ordinary income of the Company), or an executive
thereof;(5) a financial institution or other major creditor which the Company or a principal business subsidiary of theCompany relies on to the extent that it is an indispensable funding source that cannot be replaced, or an
executive thereof;(6) an executive of a corporation or an association or any other organization that receives donations from theCompany or a principal business subsidiary of the Company in excess of a certain amount in the most recent
fiscal year (10 million yen or 2% of the total revenue of such organization in the most recent fiscal year,
whichever is larger);- 61 -

(7) a spouse or relative within the third degree of kinship of a Director, Audit & Supervisory Board Member,or Executive Officer of the Company or a subsidiary or an affiliate of the Company;(8) a consultant, accountant, lawyer, or other specialist who receives compensation from the Company or aprincipal business subsidiary of the Company other than compensation for Directors, Audit & Supervisory
Board Members and Executive Officers of the Company or a principal business subsidiary of the Company
in excess of a certain amount in the most recent fiscal year (10 million yen or 2% of the total revenue of acorporation or association or any other organization to which such specialist belongs in the most recent fiscal
year, whichever is larger); or(9) a party who holds 10% or more of the voting rights of all shareholders of the Company at the end of themost recent fiscal year, or an executive thereof.

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- 63 -

Overview of the Timely Disclosure System (Schematic Diagram)

Timely Disclosure
The Company

Financial Instruments and Exchange Act
Securities Listing Regulations
Deparment responsible for Information Administration(Legal & Compliance Department)

Report on important information(Insider Trading Prevention Regulations, etc.)

Each Department at

Department supervising

the Company

a subsidiary

Report/Consultation(Insider Trading Prevention Regulations)

Report on important information(The Group's policies, etc.)

Subsidiary(Note)
Department responsible forInformation Administration

Report on important information(Insider Trading Prevention Regulations, etc.)

Each Department at
the subsidiary

Note: The Company develops a system whereby a subsidiary of a relevant subsidiary (a sub-subsidiary of the Company)
reports important information to the relevant subsidiary as well in accordance with the Basic Policies for Internal Controlsof the Company and the Group's Policies, etc.

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