2Strategy and Business Platform Supporting Our Purpose Story | Strengthening Human and Intellectual Capital | Human Capital Management (Human Resources Strategy): CHRO Message

Tokio Marine Group regards
people as the driving force ofgrowth and as our most valuableasset, and we are committed topursuing sustainable growth byactively embracing human capitalmanagement.

▶The Human Capital Report Released in June 2023

Kenichi Kitazawa
Senior Managing Executive Oﬃcer
Group Chief Human Resources Oﬃcer (CHRO)
Group Chief Wellness Oﬃcer (CWO)

People, the Driving Force of Growth and Our Greatest Asset

Human Resources Strategy Aimed at Facilitating
Business Strategy
Our human resources strategy is designed to enhance theprobability of realizing the goals of our business strategy
and propel Group growth. Of particular importance are
the building of a talent portfolio aligned with businessconcepts and the establishment of an organizational
environment where the potential of such talent can be fully
realized. As a result, our human resources strategy is built
upon “People” and “Corporate culture,” working in harmony
to create synergies that uphold and further enhance ourdistinctive capability of “Integrated Group Management.”
By constructing a strategically aligned talent portfolio andfostering high engagement among individuals, we aim toachieve growth in each business. Strengthening ourGroup management structure enhances management
decision-making, enabling more eﬀective execution of“In/Out” strategies. The foundation of this lies in nurturing
an organizational culture and Group unity to further drive
the growth of each business and elevate the quality of086

decision-making. This virtuous cycle embodies our vision
for human capital management and serves as a force for
improving our ROE to match global peers.
People Supporting Integrated Group Management
For human resources, we identify the capabilities required
to execute and realize our business strategy. We thenevaluate the disparities between these capabilities andreality, taking steps to bridge these gaps. Looking
ahead, we have identiﬁed areas to strengthen: “Groupmanagement talent," “highly specialized professionals,"and “globally adept individuals.” Our focus is on recruiting
and nurturing talent in these areas. For instance, toconsistently produce global management talent to steer
the future of integrated Group management, we actively
advance talent management across the Group, drawing
from the human resource system introduced to Tokio
Marine Holdings in 2019. We routinely hold discussions
concerning diverse global talent, and in April, weestablished the unique development program, Tokio
Marine Leadership Institute (TLI), to nurture future Groupmanagement leaders as we look to expand training beyond
borders. Fostering unity through such programs fuelssynergies across the Group.
Consistent with eﬀorts to strengthen expertise throughout
the Group, which we recognize is the wellspring of new
added value, we take care in ensuring that the right humanresources brought into the Group through M&As and othermeans are assigned to the right place on a global basis.
In addition, Chief Oﬃcers work closely together to hirehighly specialized personnel in the ﬁeld of corporate
functions and to develop data scientists internally.

side jobs for cross-departmental project participation basedon interest, and external side jobs that allow employees tobring the growth gained from new networks and experiences,which might not be accessible within the Company, back totheir work tasks. The aim is to bolster employee growth byenhancing satisfaction and optimizing time.
Within this context, we conduct employee perception
surveys to regularly gauge employee and organizational
status, following a PDCA cycle to identify challenges
and enact solutions. We prioritize employee satisfaction,
motivation, and organizational culture. These factors are
set as Key Performance Indicators (KPIs) in the executive
compensation evaluations. Management leads eﬀorts toboost employee engagement and nurture an organizational
culture, actively driving these initiatives forward.
Achieving Sustainable Growth through the Synergy ofPeople and Corporate Culture
The concepts of “People” and “Corporate culture” I havediscussed are closely intertwined. Our corporate culture, built
on Group unity and increased engagement, helps attract
and retain valuable talent. Meanwhile, appropriate humanresource recruitment, development, and placement generates
both personal and corporate growth, further enriching Group
unity and employee engagement. Through ongoing eﬀorts, wewill sustain this synergy and virtuous cycle to foster lasting
growth. Irrespective of how much global conditions and thebusiness environment change, the fact remains that people
are the cornerstone of our competitiveness. We will continue
to invest in our human resources, practicing human capitalmanagement to ensure we support customers in times ofneed for the next century.

2
Strategy and Business Platform Supporting Our Purpose Story

Human Resources Empowering Our Competitive Edge
As CHRO, my role is to maximize the potential of thepeople who drive our business strategy, creating anenvironment where over 40,000 global employees cancontinuously enhance their abilities and perform at theirbest. The insurance business, being a “Peopleʼs Business,”thrives on the trust forged by individuals, and I ﬁrmly
believe that maximizing this strength is key to realizing
our Purpose. Since our establishment in 1879, we havepositioned human capital as the driving force for growthand our most valuable asset, wholeheartedly embracing
human capital management. In June 2023, we released
the Human Capital Report to share our vision and concrete
initiatives. Here, I will provide an overview of its essence.

Corporate Culture Supporting Integrated Group Management
Central to all human capital management endeavors iseach employeeʼs alignment with the Groupʼs Purpose.
Our Purpose acts as a guiding light for the entire Group,
providing a sense of direction. To unite our diverse
workforce of over 40,000 individuals worldwide andunleash their full potential, the CEO spearheads initiatives
as Chief Culture Oﬃcer (CCO), driven by a strong belief in
embedding these principles.
Moreover, a “culture of growth” has taken root whereineach individual actively pursues self-improvement andpositively inﬂuences others. This culture has thrived due toour history and continued eﬀorts in addressing social
challenges since our inception. It stands as our uniqueadvantage, fostered by the ongoing sharing of these values
among our employees. Through initiatives that embed our
Purpose, we share the role we have played in addressing
social issues and the genuine aspirations of ouremployees, making the Purpose a personal commitment.
Employees who internalize the Purpose then experience asense of societal trust through their work and derive themotivation to contribute to future problem-solving. This
cycle, we believe, also contributes to enhancing overall
organizational engagement.
However, in todayʼs rapidly changing business landscapewith increasingly complex societal issues, it is vital toleverage the knowledge and experiences of our diverse
employees in management. We have positioned thepromotion of Diversity and Inclusion (D&I) as part of our
growth strategy and are taking related steps. To caterto varied work preferences, we have introduced newwork styles, including remote work to overcome location
restrictions, ﬂexible hours for individual scheduling, internal

Tokio Marine Group ̶ Our People (Our Philosophy on Human Resources)
●
●

●

●

Our people are the most valuable asset of 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 business to ensure we deliver safety and security to our customers
and their communities.
Our people bring passion and a challenging spirit to their endeavors, and we provide them opportunities for career development andongoing personal growth.
Our people embody diversity, and we value 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 endless journey to be a Good Company.

087

2 Strategy and Business Platform Supporting Our Purpose Story | Strengthening Human and Intellectual Capital | Human Capital Management (Human Resources Strategy)

Overview of Human Capital Management(Human Resources Strategy)
Outline of Human Resources Strategy for Enhancing Corporate Value
Our human resources strategy consists of two pillars: “People supporting integrated Group management” and “Corporate
culture supporting integrated Group management.” This is based on the belief that building a talent portfolio aligned withbusiness concepts and establishing an organizational environment where the potential of such talent can be fully realized areboth essential elements of our human resources strategy to achieve our business strategy.

Realization of Vision Aimed for in the Group Business Strategy
Break down the two elements of People
and Corporate culture into areas of focus,
and plan and implement concrete human resource
measures

Human resources strategy

All human resources measurescontribute to the realization of the vision
aimed for in the Group Business Strategy▶People Supporting Integrated Group Management
We are working to strengthen integrated Group management, including succession planning, by securing anddeveloping diverse human resources, including mid-career hires, and ensuring appropriate placements, to build ahuman resource portfolio that increases the likelihood of realizing our business strategy.

Build a strategically consistent talent portfolio●

Human
resource
development
andassignment●●

Develop human resources withspecialized expertise (through MAP,
DX-focused human resource
development, etc.)
Provide opportunities for upskillingand development (various training
programs, self-learning tools, etc.)
Oﬀer career challenge opportunities(JOB request system, project
request system, etc.)

Recruit new graduates in speciﬁc
SPEC ﬁelds*● Recruit mid-career hires withspecialized skills●

People supporting
integrated Group management

Elements

Areas offocus

Strengthen Groupmanagement systems

Building a strategicallyconsistent talent portfolio

Human resource
development
and assignment

Recruitment

Corporate culture supporting
integrated Group management

Management
systems

Succession
planning

Promotionof D&IManagement
systems●●

Succession
planning●

Appoint executives gained from
M&A to oversight positionsin the Group
Leverage expertise and insights
through global committees
Develop future leaders(Tokio Marine Group
Leadership Institute)
Strategic development of CxO
and similar roles (talentmanagement meetings, etc.)2

Foster a sense ofGroup unity

Embeddingour Purpose●

Enhance engagement
For details of each initiative mentioned, see our Human Capital Report 2023.
https://www.tokiomarinehd.com/en/ir/download/2023.html (Japanese only)Jobsatisfaction

Flexible work
environment▶Corporate Culture Supporting Integrated Group Management

Synergy between People and Corporate Culture in Our Human Resources Strategy

Build astrategicallyconsistent talent
portfolio

PeopleStrengthenGroupmanagement
systems

088

Appropriate talent acquisition,
development, and assignments
lead to the growth of boththe individual and the Company
while enhancing Group unityand engagement.

Heightenthe certainty ofrealizing our vision
for the Group s
management
strategy

A corporate culture cultivatedthrough enhanced Group unityand engagement provides astrong foundation for attracting
and retaining talented individuals.

Fostera sense ofGroup unity

We are striving to integrate our Purpose, leveraging the skills and experiences of diverse talents tostrengthen the collective capacity of the organization, and cultivate an inclusive organizational culture, allwhile enhancing employee engagement.

Foster a sense of Group unity

Embeddingour Purpose

Conduct a CEO world tour●

Messages by top management●

Hold “Majikirakai” meetings worldwide●

Corporate
culture●Promotionof D&I

Enhanceengagement●

see p. 92●●

Enhance engagement●Jobsatisfaction●

Implement PDCA using the Culture& Values Survey
Establish Group Chief Diversity &Inclusion Oﬃcer (CDIO)/
Diversity Council
Focus on the Four Free
(gender, age, borders, work style)
Conduct Project Mizu

Strategy and Business Platform Supporting Our Purpose Story

Domains

Recruitment

Strengthen Group management systems●

Flexiblework
environment

Initiate organization-level
PDCA practices based on
engagement surveys
Establish dedicated teams for
improving engagement (TMNF)

Promote initiatives related to healthand productivity management●

Introduce ﬂexible work rules●

Enhance various infrastructures*: Actuarial science, financial engineering, asset management, etc.

089

2 Strategy and Business Platform Supporting Our Purpose Story | Strengthening Human and Intellectual Capital | Human Capital Management (Human Resources Strategy)
Governance Structure for Eﬀective Human Capital Management(Human Resources Strategy)

Key Reference Indicators for Human Capital Management(Human Resources Strategy)

Initiatives related to human capital are reported and discussed
regularly with the Sustainability Committee, enabling a diverse
range of perspectives to be considered. The Board of Directors
oversees the execution of these initiatives.
As part of governance across the Group, we established theWe will set speciﬁc indicators for each of the eight main themes (areas of focus) in our human resources strategy and assess the progressto ensure the continuous improvement and enhancement of our initiatives.

Basic Policies for Internal Controls as well as a basic policy forhuman resource matters. Tokyo Marine Holdingsʼ Human
Resources Department oversees the human resources
departments and initiatives of each Group company inaccordance with these policies.

The Board of Directors receives regular reports fromthe Sustainability Committee, engages in discussions,and oversees the execution of duties.

Board of Directors
The Board of Directors oversees
the execution of duties.

Tokio Marine
Holdings

Management Meeting

Human Resources
Department

Application andreporting

Sustainability Committee
The Human Resources
Department reports and makes
submissions to the Management
Meeting and Board of Directors asneeded, and reports human capitalmanagement matters to the
Sustainability Committee as partof sustainability-related matters.

Oversight andsupport

Tokio Marine Holdings establishes fundamental principles and organizational frameworks regarding
human resources. It also sets criteria for approval and reporting, including significant changes in humanresources systems within Group companies, and governs the initiatives of these Group companies.

To establish and strengthen a management framework committed
to human capital management, particularly the enhancement of
employee engagement, we added employee engagement
indicators to help determine executive compensation in ﬁscal
2022.

Employee engagement indicators
Indicators relating tosustainability strategy

Corporate
culturesupporting
integratedGroupmanagement

Building
a strategicallyconsistenttalent portfolio

StrengthenGroupmanagement
systems

Fostera sense ofGroup unity

Enhanceengagement

Areas of focus Executive

Desired outcome

Direction of response

Reference indicator

Human resource
development andassignment

CHRO

Promote individual initiatives forautonomous career development

Promote options for development andopportunities for career advancement

Status of training in
the digital domain‑

Recruitment

CHRO

Secure talent in areas of focus throughnew graduate and mid-carrer recruitment

Clarify requirements and diversify
recruitment channels

Number of new graduate hires
in specific areas of focus①

Management
systems

CHRO

Realize management systems
for achieving Group synergy

Ensure diversity among Groupmanagement members

Percentage of female directors
and Audit & Supervisory
Board members②

Succession
planning

CHRO

Build a talent pool to sustain
a diverse management teamDevelop career and training plans tofulfill CxO requirements

Implementation status of
next-generation leadershipdevelopment programs‑

Embeddingour Purpose

CCO

Further penetrate our Purpose
throughout the Group

Continue dialogue between theexecutive team, including CCO,
and frontline personnel

Results of Culture &Values Survey③

Promotionof D&I

CDIO

Utilize the right people in the rightpositions regardless of age,gender, or nationality

Promote diverse talent to key positions
Deepen support for childcare

Percentage of female managers
Total fertility rate for the period④

Jobsatisfaction

CHRO

Maintain and enhancehigh engagement levels

Establish the Engagement
Design TeamEngagement score⑤

Flexible work
environment

CHRO
CWO

Provide a workplace environment that
accommodates new ways of working

Diversify options for work styles

Organization s
vibrancy level⑥

Human Resources Department

Introduction of Non-Financial indicators for Executive Compensation

Indicator items

Peoplesupporting
integratedGroupmanagement

DomainsMoreover, to strengthen the correlation between executive
compensation and employee engagement, we raised the
proportion of employee engagement indicators from 5% in ﬁscal
2022 to 10% in ﬁscal 2023.

Assessment items

Performance of Reference Indicators (FY2020‒FY2022)
We have made steady progress in general in the key reference indicators (① to ⑥) over the past three years, as follows.
Among these, particularly in the case of diversity-related indicators (② and ④), we are accelerating our eﬀorts, including strengthening the pipeline.
No

Reference Indicators

Unit

FY2020

FY2021

FY2022

Progress Assessment(Targets)①

Number of new graduate hires
in specific areas of focus*1

People

12

16

11

〇
(Ongoing implementation)②

Percentage of female directors
and Audit & Supervisory Board members

％

11.1

15.8

15.8

Increase to 30%
by FY2027③

Results of Culture & Values Survey

ー

4.3

4.3

4.4

〇
(Maintain/enhance)

Percentage of female managers*2

％

8.8

9.5

10.4

Increase to 30%
by FY2030

Total fertility rate for the period*3ー

1.56(1.33)

1.55(1.30)

1.62(1.26)〇(Maintain/enhance)⑤

Engagement score*4

ー

61.1

62.1

61.4

〇
(Maintain/enhance)⑥

Organization s vibrancy level*5

ー

2.97

2.97

Scheduled for disclosurein September 2023〇
(Maintain/enhance)

Status of the Culture & Values Survey score improvements
Progress of efforts to address the four main issues targetedby the sustainability strategies④

2Strategy and Business Platform Supporting Our Purpose StoryGroup
companies

Human
capital‒related
agendaThe committee is composed of the Group CEO,relevant executives, and overseas management,
operating on a global basis to deliberate on
sustainability issues. The Chief Sustainability Officer(CSUO) reports to the Board of Directors and leads
discussions during Management Meetings.

Elements*1: The number of hires for comprehensive positions (actuarial and financial engineering, asset management, IT strategy, innovation, Global Business) in specific departments at TMNF,
with an expectation of high expertise*2: Indicates TMNF figures; refers to “Management and above” including director, Audit & Supervisory Board member, and executive officer*3: Total birth rate for female employees at TMNF aged 15‒49 years old during the period (January to December). Figures in parentheses represent Japanʼs total fertility rate for thesame period.
*4: Measured from Link and Motivation Inc.ʼs Motivation Cloud.
*5: Measured using a scale for sense of unity from the new Brief Job Stress Questionnaire (highest rating of 4.0)

090

091

2 Strategy and Business Platform Supporting Our Purpose Story | Strengthening Human and Intellectual Capital | Human Capital Management (Human Resources Strategy)SpecialFeaturePromotion of D&I

Closing the Gender Gap

One of the primary focuses within our human resources strategy is the promotion ofdiversity and inclusion (D&I). We consider this to be a key success factor for achieving
continued growth in an unpredictable business landscape, and under the guidance of
the CCO and CDIO, we are executing a diverse array of initiatives to this end.

▶Quantitative Targets

Promotion of D&I as a Key Success Factor for Growth
Through the promotion of D&I and the enhancement of workforce diversity, we strive to achieve the evolution and strengthening of factors
crucial for our future growth, including “competitive advantage,” “productivity,” “collective Group strength,” and “talent acquisition.”

SecureCompetitive Advantage
Provide optimal solutions to customersʼ
issues around the world by leveraging
our diversity

Satoru Komiya

Create a work environmentthat allows all employees,
including those belonging
to minorities, to fully
demonstrate their abilities
and minimize opportunity
lossesDemonstrate
the Group s
Integrated Strength
Make effective use of theexcellent human resources
within the Group to further
realize synergies on a
global basis

D&I

Group Deputy CDIO

Group Chief Diversity &Inclusion Officer (CDIO)

Mika Nabeshima
Secure Top Talent

Protect customers and society in their times of need

Tokio Marine Groupʼs Purpose

D&I Promotion Structure (Diversity Council)
The Diversity Council, a global committee led by the Group CEO,was established in April 2021. It includes outside directors
representing external stakeholders and a diverse group of
employees from various backgrounds, regardless of gender,
nationality, age, or career level who engage in discussions on
D&I from various perspectives.

Female directors andAudit & Supervisory Board members*1

20.0%

Increase to 30% by FY2027

Female managers*2

11.2%

Raise the ratio of female managers or higher position
at TMNF to 30% by FY2030

Female associate leaders*3

58.9%

Maintain above 50%

2

Fostering an Inclusive Culture“Project Mizu” was launched in ﬁscal 2020 at Tokio Marine Holdings with the goal of creating an inclusive culture where diverse talents
can fully contribute. This initiative aims to enhance mutual understanding among Group companies and continue eﬀorts to establish anenvironment where diverse team members can collaborate eﬀectively, serving as a foundation for the evolution of integrated Groupmanagement.

▶Project Mizu
2020
Identiﬁcation of key issues
through information gatheringfrom employees worldwide

2022
Development of collaboration standards for
global communication, and implementationof onboarding support for career recruits

2021
Documentation of organizational
structure and roles in both
Japanese and English

Origin of the Project Name

CultureOrganization

Roles

Employee experience

Foster an open and inclusive
workplace culture aligned with
our Purpose

Provide roles that are clear,challenging, and offer eachindividual a sense of growth

Toward a united
Group culture2023
Completion and eﬀective utilizationof a job library detailing the required
qualities and experiences for key
positions in each department

Key Project Themes

Snapshot of the second session of the Diversity Council in February 2022

092

Target*1: Female directors and Audit & Supervisory Board members: Tokio Marine Holdings*2: Female managers: Managers at TMNF, 49.0% for major overseas consolidated subsidiaries (2022)*3: Female associate leaders: Assistant managers and above at TMNF

Create an inclusive work environment where
diverse human resources can flourish andwin the fierce competition for talented
peopleCaryn Angelson

2023

Strategy and Business Platform Supporting Our Purpose Story

Group CEOGroup Chief Culture
Officer (CCO)

Improve
Productivity

At Tokio Marine Group, women are already thriving in various roles and opportunities, with the female manager ratio exceeding 30% on a
global Group level. However, we recognize the need for further improvements, particularly in Japan. Currently, we have set qualitative andquantitative goals and are actively pursuing initiatives. Our focus lies on strengthening the pipeline to expand the pool of candidates forleadership positions by enhancing training programs that foster mindset shifts among both genders and reﬁning structural aspects, primarily
through our human resource system.

Create an energetic organizationthat continues to grow globally

Build enhanced relationships
through collaboration among
employees

Inspired by the proverb fish cannot see thewater they swim in, which suggests that
we often overlook the things familiar to us,
we aspire to cultivate an inclusive Tokyo
Marine Holdings. Our aim is to preserve thepositive aspects of our current culture while
creating an environment where diverse
individuals̶akin to both saltwater andfreshwater fish in the proverb̶can coexist
harmoniously.

093

2 Strategy and Business Platform Supporting Our Purpose Story | Strengthening Non-Financial Capital | Intellectual Capital Strategy, CDO Message

We aim to leverage intellectual
capital in the form of the Group sdata and digital technology as asource of competitive advantage
to evolve into a company thatalways supports its customers
and transforms internal businessprocesses.

Foundation Underpinning Our Intellectual Capital Strategy(1) Global Synergies (Development of Global Labs)
In addition, we are dedicated to strengthening collaboration both
domestically and internationally in the digital realm. We are
actively engaged in fostering digital synergy globally. Through our
network of seven Global Labs and the Digital Roundtable thatbrings together overseas Group companies, we are facilitating
the sharing of diverse knowledge and expertise from around theworld. This is accelerating digital transformation (DX) across theGroup.

▶Global Synergies (Development of Global Labs)

Masashi Namatame

Tokyo
●

London094●●

Silicon Valley
Exploring the world s most advanced
technologies and building networks
Supporting innovation in North
American Group companies● Nurturing digital talent

Global oversight of the cyber fieldResearching and identifying
start-ups in Europe●●

Singapore
Researching and identifying
start-ups and new business models
in Asia● Supporting innovation in AsianGroup companies●

Researching and identifying start-ups and new
business models in North America (East Coast)● Supporting innovation in North American
Group companies●

Sao Paulo

TaipeiCenter of digital development for
subsidiaries in Taiwan● Researching and identifying new
business models●

Center of digital technology andinnovation for subsidiaries in Brazil● Researching and identifying new
business models●▶Investment in and Cultivation of DX Talent
Development of the Data Science Hill Climb program for training data scientists internallyand advancing the in-house development of AI through its graduates
In-house development of AI
for analyzing and proposing phone call content

Data Science Hill Climb
Conducting comprehensive training supervised by Professor
Yutaka Matsuo of The University of Tokyo, totaling over 260
hours● A program aimed at nurturing skilled data scientists● Collaborating with three companies experienced in educating
data science personnel: NABLAS Inc., ALBERT Inc., andSKILLUP AI, Ltd.
●

External Evaluation (DX Stock 2023)
Tokio Marine was again selected as a Digital Transformation Stock(DX Stock) in 2023 following on from our selection in ﬁscal 2022,
marking the ﬁrst time in the insurance industry to receive the honor
two years in a row. This is in recognition of ongoing eﬀorts in thedigital domain and is a strong endorsement that empowers us tofurther accelerate our digital strategy.
Moving forward, we will maximize our intellectual property andfurther collaborate with external partners in order to boldly takeon challenges focused on expanding our presence in the “preand post-incident” ﬁeld.

2
Strategy and Business Platform Supporting Our Purpose Story

Evolve into a Company That Always Supports Its Customers,
Creating New Proﬁt Streams
To continue fulﬁlling our Purpose of protecting customers andsociety in their times of need, we aim to go beyond mere
insurance payouts during emergencies to cover both preventive
and responsive measures and expand the domains we provide
value in. This includes preventing accidents, alleviating burdens
in case of incidents, facilitating swift recovery, and preventing
recurrences. We are intensifying eﬀorts in disaster prevention andmitigation, focusing on both pre- and post-disaster domains by
sharing expertise to drive novel business ventures through the
CORE, disaster prevention consortium (see pp. 37, 96), together
with over 100 partners. Several ventures have already progressedto the commercialization phase, and in the coming decade, we
intend to nurture these into substantial proﬁt streams of several
billion yen, alongside our existing businesses.

Reform of Internal Business Processes
Over the course of approximately two decades, we havediligently pursued enhanced operational eﬃciency by undertaking
substantial process reforms. In line with this, the ongoing Mirai
Project at TMNF is seen as an extension of these eﬀorts,
aimed at digitally streamlining the operational workﬂows of our
insurance business. Within the framework of the Mirai Project,
improvements in contract procedures and the automation of
insurance claims processes are anticipated to yield a reductionin administrative burden by approximately 15%, from the end ofﬁscal 2019 (equivalent to a proﬁt contribution of 20-25 billion
yen annually) by ﬁscal 2023. As of the end of ﬁscal 2022, thiseﬀect had reached 9%.
In addition, we are actively exploring the application ofgenerative AI, which has gained signiﬁcant attention acrossdiverse ﬁelds. Generative AI demonstrates competence inunderstanding text and generating responses, presenting
opportunities for enhancing operational productivity and elevating
customer service standards within the insurance industry.
Nevertheless, the insurance industry, characterized by intricate
dialogues laden with specialized terminology, poses speciﬁchurdles for the practical integration of generative AI. Additionally,
harnessing this technology necessitates the mitigation of various
risks, encompassing concerns related to data leaks and potential
copyright violations.
To tackle these obstacles, we have partnered with PKSHATechnology Inc. and Microsoft Japan Co., Ltd., to create
safeguards against external data leaks and secondary usage of
input information. Leveraging our extensive repository of manuals
and insurance policy terms, we are in the process of crafting a
dedicated interactive AI tailored to the insurance domain.
By conducting a trial operation of this interactive AI, initiatedin June 2023, our objective is to continue gathering insights andaddress any remaining risks. Our aim is to roll out this feature
for widespread employee usage by the end of ﬁscal 2024. In
addition, we will explore and pursue new use cases thatmaximize the potential of generative AI, aiming to enhance
operational productivity and customer service excellence.
Our commitment lies in driving additional growth by channelingthe time generated from these endeavors into creating novel proﬁtopportunities.

New York

Oversight of Global Labs
● Investigating trends in cutting-edge
technology and new businessmodels in Japan● Implementing strategic investments

Managing Executive Oﬃcer
Group Chief Digital Oﬃcer (CDO)

Amid an era of profound change and escalating global
uncertainties, we are broadening our scope to deliver enhanced
value and bolster support to both customers and society.
As CDO, my objective is to harness our intellectual assets,encompassing the Groupʼs exclusive data and digital technology,
as a source of competitive advantage. In addition to the drive
towards global digital synergies, I aim for evolving into a company
that always supports its customers and streamlining internalbusiness processes.
Over the course of many years, we have amassed, analyzed,
and eﬀectively utilized extensive volumes of data through ourunderwriting and claims services. Leveraging this intellectual
capital, Tokyo Marine dR Co., Ltd. (TdR), plays a pivotal role as
our data-centric subsidiary (see p. 41), enabling us to unlock its
full potential. Its endeavors encompass novel domains such asadvanced data-driven underwriting, data solutions, and embedded
insurance. Moreover, the reach of data goes beyond our internal
resources; strategic partnerships with external entities can extend
data and distribution models, leading to innovative value
generation. By continually honing our intellectual capital andfostering collaboration as part of our social capital, we strive tobroaden the horizons of our value proposition.

(2) Investment in and Development of DX Personnel
In order to expedite these eﬀorts, investing in and nurturing talent withstrong DX skills is crucial. We have brought on board approximately
100 dedicated digital experts, encompassing engineers anddesigners. Graduates from our internal DX talent development
program, known as Data Science Hill Climb, are equipped to lead
digitalization eﬀorts as proﬁcient data scientists. Additionally, our
Project Request System (see p. 89) enables enthusiastic employees
nationwide to contribute to projects across corporate departments at
the head oﬃce. Through these initiatives, we are fostering a unitedorganization-wide approach to propel our DX strategy.

Development by graduates of Data Science Hill Climb
AI utilizing voice mining technology to analyze call content for
accident response operations● Significantly improves the quality of accident response tasks andgreatly reduces record entry time●●

Our efforts to reduce accidents using digital technology
and to develop embedded insurance were recognizedwith selection as a DX Stock 2023.

095

2 Strategy and Business Platform Supporting Our Purpose Story | Strengthening Non-Financial Capital | Intellectual Capital Strategy
Evolve into a Company That Always Supports Its Customers

Reform of Internal Business Processes▶Disaster Prevention Consortium CORE: Working Group Initiatives▶Domestic Initiatives

Working group s subject

Purpose / content of initiative (examples)

Extraction of infrastructure maintenance and management risks through theutilization of remote sensing

1

Disaster forecast to support an evacuation

3

Real time hazard maps

4

Speeding up damage surveys and rehabilitation / reconstruction by leveraging
digital technology

5

All hazards risk assessment and its utilization for town development / disasterprevention measures

6

Research on a new disaster prevention information system and considerationof disaster prevention business by applying the system

7

Preventing disaster and maintaining functions at disaster base hospitals, etc. byutilizing timeline during a ﬂood disaster8

Considering a BCP for drug supply during a disaster from a regional perspective

9Comprehensive resilience support services for buildings and the use of buildings

10

Information provision services for the maintenance of logistics functions andcorporate business continuity during a water-related disaster

Efficient contract procedures[Working Group 4]● Reduce the time to rebuilding livelihoods and victimsʼ
burden by making most of digital technology● Focus on disaster prevention DX, such as “Increasing
eﬃciency / saving manpower of damage surveys using
sensors, satellite, etc.” and “Simpliﬁcation of various
application/review through public-private information
collaboration / PUSH type services”[Working Group 6]● Research and development of livelihood rebuilding support
services for evacuees at home during a disaster● Study a new disaster prevention information system, whichlinks customers to service companies, and aim to achieve“a private sector partnership disaster prevention,” which
complements public disaster prevention[Working Group 7]● Establish a method for devising an evidence-based,eﬀective timeline disaster prevention plan, which is helpful
in maintaining medical functions during a disaster● Share information among various organizations engaged indisaster medical care, and aim to build mechanisms anddigital foundations that enable smoother collaboration

Have 80% use the online bank transfer system that started
in 2021● Introduce Smart Share Box for digital uploading and cloudstorage of contract documents (since October 2022)● Introduce electronic signatures for corporate contracts (since
October 2022)●

Launch of Tokio Marine X
Establish a digital small-amount short-term insurance company
focusing on embedded insurance
Form alliances with a broad range of business partners and provide abundled white label type, fully digitalized insurance, system, andmarketing method

Launch the first fully
digitalized productthrough collaboration
with Lawson (since
March 2023)●

Roll out a fully automated system (STP) to all branches
covering from initial procedures to insurance payouts online(since August 2022)● Detect misconduct using AI and improve digital tool
functionality (since August 2022)● Start trial of AI chatbot aiming for impact during the next
MTP (June 2023〜)●▶Overseas Initiatives
Top-line initiatives (growth and increased efficiency for underwriting)
Asia

BrazilInitiative

Initiative●

Alliance with InsurTech company bolttech,etc.

●

Develop and provide Super APP thatlinks with systems provided by otherindustries

ImpactImpactAcquire expertise and technology in theembedded insurance area, which hassignificant room for growth▶ Expand sales through collaboration withplatformers that have a customer sales
network▶

▶

▶Examples of Partner Platform Utilization and Integration into Products

Automate insurance payout process

Jointly with Lawson, provide
motorcycle theft insurance, a fully
digitalized insurance designed for
motorcycle users

Enhance the customer base by offeringvarious value-added services including
app-based contract procedures,
management, customer services, andspecial offers for using services provided
by other industries

United Kingdom/United States

Initiative●

Introduce a system that automaticallyreads necessary information from paper
and PDF format broker documents for amore efficient underwriting process

Impact▶
▶

Reduce costs for underwriting department
Reduce errors from manual operation andpromote appropriate underwriting

Bottom-line initiatives (improve loss ratio/reduce administration costs)

2
Strategy and Business Platform Supporting Our Purpose Story

2

Rigorously reduce internal administration work through the thorough use of digital technology

United States

Initiative (1)Collaboration with bolttech Holdings Limited
Utilize a fully digitalized innovative platform for buying insurance
Leverage the bolttech digital platform enabling quick and flexible
customization to build a new fully digitalized process for buying
insurance●

Deploy embedded
insurance using thebolttech platform(since March 2023)●

Utilize the bolttech platform that has
been applied in 30 countries globallyand has already produced successful
results in Asia to accelerate deployment

Impact▶

Collaboration with Finatext Ltd.
Leverage a SaaS-type core insurance system
Use Inspire, a SaaS-type system infrastructure provided by Finatext
to build a new fully digitalized process for buying insurance

096

Provide Embedded
Insurance to GA
Technologies Co., Ltd. s
real estate platform(since May 2023)●

Distribute various sensors free of charge
to utilize IoT and telematics technology,
etc.

Improve the loss ratio by preventing
accidents and reducing losses

Initiative (2)●Use AI in disability insurance to automate
claim adjustments

Initiative (3)●Accelerate reduction in administration by
combining automation technologies,
including robotic process automation(RPA), with outsourcing

ImpactImpactReduce costs for the claims department▶ Improve the loss ratio by applying
resources created to support an early
return to work for the insured

▶

▶

▶

Reduce costs for the entire company
Utilize resources created to expand sales

Provide fire insurance embedded in realestate on RENOSY, an online
marketplace for investment property097

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Directors and Audit & Supervisory Board Members
Directors and Audit & Supervisory Board Members

2
Strategy and Business Platform Supporting Our Purpose Story

Directors
01 Chairman of the Board

Tsuyoshi Nagano

Audit & Supervisory Board Members
04 Senior Managing Director

Yoichi Moriwaki

07 Managing Director

Kiyoshi Wada

10 Outside Director

Nobuhiro Endo

13 Outside Director

Kosei Shindo

16 Audit & Supervisory Board Member(Full-Time)

Hirokazu Fujita

19 Outside Audit & Supervisory
Board Member

16

Nana Otsuki
18

02 Representative Director andPresident & Group CEO

Satoru Komiya
03 Representative Director andSenior Managing Director

Kenji Okada
098

05 Representative Director andSenior Managing Director

Kichiichiro Yamamoto
06 Managing Director

Yoshinori Ishii

08 Director

Shinichi Hirose
09 Outside Director

Takashi Mitachi

11 Outside Director

Shinya Katanozaka
12 Outside Director

Emi Osono

14 Outside Director

Robert Alan Feldman
15 Outside Director

Haruka Matsuyama

17 Audit & Supervisory Board Member(Full-Time)

Takayuki Yuasa

07

09

04

15

08

19

13

01

03

14
02

12

06

05
20

10

17
11

20 Outside Audit & Supervisory
Board Member

Junko Shimizu

18 Outside Audit & Supervisory
Board Member

Akihiro Wani099

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance Dialogue

Board of Directors Contribution to Key Issues andChallenges for Further Enhancement of Corporate Value

Corporate Governance Dialogue
with the Chairman of the Board, Chairman of the Nomination
Committee, and Chairman of the Compensation Committee

2

Shinya Katanozaka

Nobuhiro Endo

Chairman of the Board

Outside Director
Chairman of the Nomination Committee

Outside Director
Chairman of the Compensation Committee

The three directors who support the corporate governance of the Tokio Marine Group gathered together to give theiropinions on the Board of Directors contribution to recent key issues and challenges for further enhancement ofcorporate value.

Board of Directorsʼ Contribution to Key Issues
The COVID-19 losses in Taiwan were a key issue in ﬁscal 2022.
What was the discussion in the Board of Directors?
Secretariat: The COVID-19 losses at the Tokio Marine
Taiwanese joint venture announced in August 2022 came as a
100

major surprise. Initially, there were critical voices from the capital
markets, asking if it was really necessary to respond to thecapital increase and if there would be similar problems at othersmall, medium, and minor entities. In this context, the capital
markets show a strong interest in the content of discussions by

the Board of Directors.
Nagano: First of all, as Chairman of the Board, I would like toapologize for causing concern to the people of the capital
markets regarding this matter. As explained by our executives sofar, this event occurred due to the change in Taiwan from a zero
COVID-19 policy to a coexisting with COVID-19 policy andimpacted the whole of the Taiwanese market. However, the loss
based on the Tokio Marine equity was about 100 billion yen, andI take it seriously as management because of its scale.
Katanozaka: I took the stage at the IR conference in May 2023,
where I received questions directly from an analyst about thisissue. I answered the question of why the Board of Directors of
the Company decided to increase the capital when Tokio Marine,

Strategy and Business Platform Supporting Our Purpose Story

Tsuyoshi Nagano

which was a minority at the time, was not legally obligated tocover the excess liabilities as follows.
● With regard to the portion of the capital increase to beallocated to the payment of claims, the Board of Directors
believes that it is the insurerʼs responsibility to pay the claims
and bear an appropriate burden for that purpose, and made its
decision in consideration of its global reputation.
● With regard to the portion to capture future growth in the
Taiwanese market, based on detailed ﬁgures and facts, we
discussed the future of the Taiwanese market and the growthstrategies of the Taiwanese joint venture, and evaluated that theeconomic rationale was comparable to other M&A deals that
Tokio Marine has implemented to date.
101

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance Dialogue
Nagano: A total of ﬁve Board of Directors meetings were held tofully share information and discuss this matter. We spent a lot oftime not only on the decision concerning the capital increase that
Mr. Katanozaka explained, but also on identifying the true causeof the situation and on the growth strategy of the Taiwanese joint
venture and strengthening our Group-level structure based on thetrue cause. Outside Directors and outside Audit & Supervisory
Board members pointed out many things and gave very usefuladvice from various angles ranging from management of overseas
subsidiaries to geopolitical risks.
This is something I always try to do, and I want to be open
to Outside Directors and outside Audit & Supervisory Board
members, even regarding embarrassing topics, and to engage incandid discussions. By putting this into practice, I think we wereable to make the right management decisions, from identifying
the true cause of the problem, to increasing our capital andacquiring a major share, and then to formulating measures tostrengthen our management structure.
Endo: When a problem arises, as in this case, it is easy to getcaught up in the idea of solidifying local top management withpeople from the headquarters side. While this does not negate
the value of having members of the headquarters on the ground,including more sophisticated risk controls and better reporting to102

Tokio Marine announced in May 2023 that it would accelerate thesale of business-related equities. What was discussed by the
Board of Directors?
Secretariat: Even before the establishment of the Corporate
Governance Code, Tokio Marine had positioned the reduction ofbusiness-related equities as an important management task andhas been promoting the sale of business-related equities for the
20 years from ﬁscal 2002. In May 2022, the policy was revised,
and it was announced that they would continue to be sold.
Subsequently, we announced in November 2022 that we would
accelerate the pace of the sale, and in May 2023 that we would
front-load the acceleration (600 billion yen or more over the four
years from ﬁscal 2023 to ﬁscal 2026). These initiatives havebeen well received by the capital markets.
On the other hand, there are various opinions on
business-related equities. For example, some shareholders areopposed to the appointment of the top management when theamount of business-related equity exceeds a certain level of net
assets. Please tell us about the “Evaluation of Tokio Marineʼs
Stance and Initiatives for the reduction of business-related
equities” and “Discussions by the Board of Directors.”
Katanozaka: As the secretariat explained, Tokio Marine hastaken a series of measures to meet the expectations of investors
regarding the sale of business-related equities. All directors
unanimously agree with this policy and direction. Tokio Marine
also owns shares in ANA Holdings, of which I am Chairman, andI myself believe that accelerating sales is the right direction, andof course shares of ANA are no exception.
The Board of Directors discussed not only the pros and consof the revision of the Guidelines, but also the feasibility ofaccelerating sales. Speciﬁcally, what impact the new policies
would have on our client companies, what kind of message would
be appropriate to negotiate reductions without damaging ourbusiness relationship, and would the sales departments involvedin sales negotiations face considerable diﬃculties werediscussed.
Outside Directors and outside Audit & Supervisory Board
members are usually strict, but I was a little surprised at the factthat they made a lot of comments on the executive side, ha ha.
Endo: I was one of them, ha ha. The most important thing inbusiness is the balance among stakeholders. While reduction isa major premise, for customers who are concerned about the
impact on the stock price, we should listen to their requests as
carefully as possible, such as to proceed with the sale within atime frame and try to respond accordingly.
Nagano: When I was CEO, I remember being told in a dialogue
with investors that they decide whether to take equity risks fromother companies, so they wanted us to take risks in our corebusiness. We cannot deny the views of our customers we heard
from Mr. Endo or the views of those investors. As Mr. Endopointed out, we must listen carefully to the opinions of our
stakeholders and continue to engage in careful dialogue withthem as we move steadily forward with sales.
Katanozaka: At an in-house meeting in October 2022, thedirectors in charge expressed gratitude to the sales department
managers who were responsible for day-to-day operations,
including sales negotiations. I think itʼs tough on the front line,

2

Shinya Katanozaka

but I think they can work with a sense of security that they haveapproval from the executives.
Endo: Another important aspect of the sale of business-related
equities is the question of how to use the capital and funds
generated from the sale.
Nagano: It has been discussed many times in Board of Directorsʼ
meetings and strategy discussions. You are exactly right. To date,
Tokio Marine has used the capital and funds generated throughthe sale of business-related equities in overseas M&A, and wehave realized global risk diversiﬁcation and sustainable proﬁt
growth by shifting equity risk to overseas insurance risk, which
has a low correlation with domestic non-life insurance. Although
it goes without saying that overseas M&A will continue to be oneof the candidates for the use of capital and funds in the future, in
addition to this, we will further diversify risk and achievesustainable proﬁt growth by making greater use of our human andintellectual capital and more capital-eﬃcient fee businesses that
contribute to the realization of our Purpose, such as disasterprevention and mitigation. As a result, we will increase returns to
our customers and shareholders.
At Tokio Marine, we believe it is our management
responsibility to continue to demonstrate to our stakeholders that
we will do what needs to be done to improve Tokio Marineʼs
corporate value and that we will follow the right path.

Strategy and Business Platform Supporting Our Purpose Story

Tsuyoshi Nagano

headquarters, it is important to understand that local people will
always be needed to fully understand the local context andpossibly to engage in tough negotiations with stakeholders.
In that regard, after Tokio Marine acquired a major share, it
dispatched the Chairperson of the Board as well as an expert inrisk control from Tokyo as a CRO as a matter of course, but it
appointed as the President a local person who was familiar withthe local insurance market. I think that was the right decision.
In addition, market events such as infectious diseases andnatural catastrophes can occur anywhere in the world, and fromthe perspective of taking advantage of the lessons learned thistime, it is also worthy of praise that initiatives to advance ERM
management at small, medium, and minor entities (see p. 125)
are accelerating on a global basis.
Katanozaka: I oﬀered the advice that to strengthen our culturalﬁt with local partner companies, it is important to have closer
communication with top management and to reform theworkplace culture. Under the Tokio Marine Group Purpose,
front-line workers and top management, as well as the partnercompany and Tokio Marine, need to forge stronger ties and turnproblems into opportunities.
I think it was very positive for the future that Mr. Komiya, theCEO, visited the site in person and deepened communication
with the top management of the partner company.
Nagano: As you said, I think it is really important to continue oureﬀorts to spread our corporate culture, even at our small, medium,and minor entities.
Katanozaka: I also raised a few other questions and issues. For
example, in Asian regions where various issues such as politics
and ethnicity are interwoven, it is essential to improve a wide
range of intelligence that goes beyond areas directly related to
Tokio Marine operations.
Endo: I agree, and to continuously develop the Taiwanese joint
venture in the future, we need to evolve so that we can ﬁrmly
grasp changes that are diﬃcult to predict, such as changes in
COVID-19 policy, and build a strategy based on that.
Nagano: I would like to thank the Outside Directors and outside
Audit & Supervisory Board members again for their advice andjudgment on this matter from a high-level perspective. But whatʼsreally important is the execution phase. We will make steadyeﬀorts toward the sustainable growth of the Taiwanese joint
venture, including reforming our corporate culture and enhancing
our intelligence. We hope that Outside Directors and outside
Audit & Supervisory Board members will continue to makefact-based judgments while receiving status reports from theexecutive oﬃcers.

103

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance Dialogue
In the era of VUCA, what are the challenges for Tokio Marine,
as a global company, to further increase corporate value?

104

Nagano: Thatʼs right. To achieve our Purpose, Tokio Marine islooking to go beyond the framework of traditional insurers andinto the preparation and recovery of insured events, but this is
unknown territory that no insurer in the world has touched. To
create new value, in addition to the data mentioned by Mr. Endo,
we believe that diversity of human resources is essential. I amaware that one of the most important issues for the future is
how to match Tokio Marineʼs strategies with human resources
strategy.
Endo: To create innovation, it is essential to accept a variety ofdiﬀerences, such as age, gender, nationality, and the presenceor absence of disabilities, to discuss, and to make use of thediversity of discussions. To take full advantage of this diversity, I
think we should put even more eﬀort into building a corporate
culture that respects individual independence and a personnel
system that values that.
Katanozaka: By individual independence we mean someone
focused who can say “no” to the company or the president. What

Nobuhiro Endo

Tokio Marineʼs global integrated group management (seepp. 30‒33) is now in its eighth year, and we believe it has
evolved into the best for Tokio Marine. However, I hope that
Tokio Marine will continue to evolve agilely in line with thechanges of the times and the direction it is heading.
Nagano: The Companyʼs Board of Directors and Audit &Supervisory Board were reorganized in July 2023. With theaddition of three outside directors, including one foreign director,
and one outside Audit & Supervisory Board member, theCompany now has a total of 20 oﬃcers, half of which are internaloﬃcers and half external. Mr. Katanozaka is the chairman of theNomination Committee, and Mr. Endo is the chairman of theCompensation Committee.
As I have mentioned, in the era of VUCA, of course, thecontent of the discussions by the Board of Directors will change
from time to time, but the roles of the Board of Directors in Tokio
Marine have not changed at all.
As a spokesperson for stakeholders, the Board of Directors is
the last stronghold to answer the questions of if Tokio Marine willsolve social issues through its corporate activities, and if theresults will lead to sustainable improvements in corporate value,
and whether Tokio Marine leads businesses and society to the
future through the realization of its Purpose.
We have been and will continue to engage in substantial
discussions toward the realization of our Purpose and theenhancement of corporate value.
Secretariat: Thank you for taking time out of your busy schedule
today.

Nobuhiro Endo

Tsuyoshi Nagano

Shinya Katanozaka

After joining NEC Corporation, Nobuhiro
Endo served as General Manager of the
Mobile and Wireless Operations Division,
President (Representative Director), andChairman of the Board. He is currently
Executive Advisor of NEC Corporation.
He has held his position as a director at
Tokio Marine Holdings since June 2019.

After joining Tokio Marine, Tsuyoshi
Nagano was engaged mainly in domestic
and overseas sales, corporate planning,and product planning operations. He
subsequently serves as CEO of Tokio
Marine and Tokio Marine Holdings, and as
Chairman of Board.

After joining ALL NIPPON AIRWAYS CO.,LTD., Shinya Katanozaka served as
General Manager of the Human Resources
Department, President and Representative
Director of ANA HOLDINGS INC., andcurrently serves as Chairman and
Representative Director of the said company.
He has held his position as a director at
Tokio Marine Holdings since June 2020.

2
Strategy and Business Platform Supporting Our Purpose Story

Secretariat: With our Purpose as our starting point, Tokio Marine
has been able to solve social issues and increase corporate
value as a result. Although these strategies will not change in the
future, please tell us your thoughts on what Tokio Marine, as a
global company, needs to do to further increase its corporate
value in an era when social issues are expanding and becoming
increasingly complex.
Katanozaka: Steady progress has been made in global risk
diversiﬁcation (see pp. 27‒29), one of the strengths of Tokio
Marine. As Mr. Nagano mentioned earlier, by expanding bothour domestic and international businesses, which have a low
correlation with each other, we have increased the diversiﬁcationeﬀect from 30% in ﬁscal 2013 to 47% in 10 years. In the
unproﬁtable domestic ﬁre insurance markets, we have been able
to implement comprehensive measures over the past four years,
including rate increases, product revisions, and reinsurance cycle
management. Even amid the materialization of unexpected risks
such as natural catastrophes and COVID-19, I think there has
been suﬃcient speed in responding to risks to Tokio Marine.
On that basis, if I were to raise one issue, it would be theissue of residential ﬁre insurance in the United States. An
increasing number of insurance companies are withdrawing from
California, where wildﬁres are growing in scale. We also hear thatthe number of so-called “insurance refugees” who cannot get
insurance as a result of soaring insurance premiums is increasingin Florida, where hurricane damage is worsening.
Nagano: Insurance serves as “social infrastructure.” However, if
the economic value of an insurance company is damaged, it will
not be able to run its business, and as a result, it will not be able
to fulﬁll its role as “social infrastructure.” In this era of VUCA, we
are confronted with the diﬃculty of balancing the “social value”
and “economic value” of insurance companies.
Endo: This is a very diﬃcult problem, but I think one solution lies
in data. VUCA is a result of being unable to see the future, so if
you can use the power of “data” to ﬁgure out the true cause, you
can see the future. This ability to see ahead is the method toescape from VUCA. At the end of the day, the insurance
business is a human business. Of course, the situation diﬀers
depending on the country or region, but there must be manythings in common across the world. Accordingly, I would like to
see Tokio Marine further strengthen its systems and capabilities
to accumulate and analyze information on a global basis,including industry-academia collaboration, and continue toprotect our customers and society in times of need on a global
basis.
In addition to strengthening our core insurance business, Tokio
Marine plans to expand its business into preparation and recovery
areas such as preventing and mitigating disasters, preventing
disease, and promoting early recovery and preventing recurrence.
I believe that data will be a key success factor in these areas aswell.

kind of employee were you, Mr. Nagano?
Nagano: Now that you mention it, I might have been a little
like that. When we acquired PHLY of the United States in 2008,
I was unoﬃcially told by Mr. Sumi, the president at the time, tooversee this deal as the director in charge of corporate planning.
At the time, I said that in the middle of the subprime crisis, a deal
worth 500 billion yen was risky, and it was time to solidify ourposition. In the end, I was persuaded by him to focus on PMI with
an emphasis on cultural ﬁt so that I could fulﬁll my roles. And you
know the results of the acquisition. It was the second successfullarge-scale M&A after TMK.
Endo: If you look at the results alone, you might say, “Mr. Sumi
was right,” but the important thing in this discussion is whether
there is an environment in which individuals can say what they
think to anyone, even the president. In other words, to make themost of diversity, it is important to have a culture that allows for
failures and mistakes. I want to leave big and diﬃcult work where
people expect mistakes to young people, more and more, and I
want them to ﬁrmly inherit a “focus” like Mr. Nagano.
Nagano: I believe that the essence of global management lies indiversity and culture.
First, we must create new value by incorporating diversity into
our business. For example, in ﬁscal 2022, two top executives ofacquired companies were newly appointed as Executive Vice
Presidents and asked to participate and play active roles at theGroup level. They and the Japanese C-suite led by the CEO, Mr.
Komiya, discuss priority issues of the entire Group about twice a
week.
However, the more diversity you incorporate, the more diﬃcult
it is to determine the direction in which the members are heading.
Therefore, through the spread of culture, we can unite various
members as a team.

105

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance▶Record of Measures to Strengthen Corporate Governance
FY2002The corporate governance system of the Company is designed as ain the process of determining the nomination and remuneration of

hybrid structure whereby the Nomination Committee and the

Directors, consist of a majority of outside oﬃcers and are both chaired byCompensation Committee are established in addition to the structure of aan outside oﬃcer.

company with an Audit & Supervisory Board.
Since its founding in 2002, the Company has worked to improve its
corporate governance. In this way, we have determined that the current

emphasizes making high-quality decisions that reﬂect the insight ofsystem, which emphasizes management functions while also ensuring

Outside Directors and outside Audit & Supervisory Board members.

monitoring functions, is optimal at this point in time.
However, we also believe that we must be in constant pursuit of themost optimal solutions to improve monitoring functions, including ways of

47% currently being outside directors. Furthermore, the Nomination

institutional designing, increasing the number of non-Japanese directors,

Committee and the Compensation Committee, which ensure transparency

and increasing the ratio of outside directors and female directors.

▶Corporate Governance System
Audit & Supervisory Board

Board of Directors● Audits Director performancesupervises Director performance

8 Directors

47%

7 Directors
2 Members

Nomination Committee● Deliberates appointment and dismissal of CEO, Directors, andAudit & Supervisory Board Members; reports to the Board of
Directors● Deliberates CEO successor plan and supervises thedevelopment of successor candidates

2 Members
OutsideOﬃcer ratio

60%

OutsideMember ratio

3 Members
Outside oﬃcer
selected asCommittee Chair

60%

3 Members

FY2013

FY2015FY2016FY2017● Deliberates policies related to Director and ExecutiveOﬃcer performance evaluations, compensation systems
and levels, and determination of oﬃcer compensation;
reports to the Board of Directors

1 MemberOutsideOﬃcer ratio

80%

4 Members

FY2019FY2021

November
Evaluations of eﬀectiveness of the Board of Directors (surveys administered to all
Directors and Audit & Supervisory Board Members) commenced

FY2022

FY2023

November
The ﬁrst evaluationsof eﬀectivenessof the Board of
Directors bya third-party
organization

June
Ratio of Outside Directors
raised to one-third

June
4

June
First
non-JapaneseOutsideDirector
appointed

3 (decreased in ﬁscal 2005)

June
First non-Japanese
Executive Oﬃcer
appointed

2
August4

April
Millea Group
Corporate
Philosophy
established

June
6

May
Corporate Governance
Policy renamed Tokio
Marine Holdings
Fundamental Corporate
Governance Policy

May
Corporate Governance
Policy formulated

April
5

April June
6
5

April
6

April
7

NovemberTokio Marine Holdings Fundamental
Corporate Governance Policy revised(Major areas of revision: Appointment
conditions and dismissal policies for the
President)

July
Stock ownership plan introduced
July
Stock options introduced

July
Ratios ofperformance-linked bonuses
increased for certain oﬃcers

July
Same asprevious update

July
Non-ﬁnancial
indicators added toperformance-linked
bonuses

Diversity in the members of the Board of Directors and Audit & Supervisory Board is accelerating.
Ratio of Outside Directors and Outside Audit& Supervisory Board Members

Ratio of Female Directors and Audit& Supervisory Board Members

Fiscal 2022

Fiscal 2023

Fiscal 2022

(10 out of 20)(3 out of 19)(compared with July 1, 2022)

Outside oﬃcer
selected asCommittee Chair

FY2018July
Nomination Committee and Compensation
Committee discretionally establishedCompensation Committee

47%(9 out of 19)
106

FY2011Strategy and Business Platform Supporting Our Purpose Story

OutsideDirector ratio

Policies● Determines signiﬁcant business execution,

2

FY2005

Non-Japanese
Executive Oﬃcers

Directors, the rate of outside directors should generally exceed 1/3, with

3

Compensation

Moreover, to increase the monitoring function of the Board ofMembership

As an insurance holding company, the Company determinessigniﬁcant business execution by resolution of the Board of Directors andOutside Directors

A Hybrid Governance Structure That Combines Management and Monitoring Functions

April
Millea Holdings(currently Tokio Marine
Holdings) established
as a company with an
Audit & Supervisory
Board

Outside Audit &Supervisory Board
Members

Structure

Corporate Governance

FY200450%(compared with July 1, 2022)

16%

Ratio of Non-Japanese Directors and Audit& Supervisory Board Members(compared with July 1, 2022)

Fiscal 2023

Fiscal 2022

Fiscal 2023

(4 out of 20)(0 out of 19)(1 out of 20)

20%

0%

5%

107

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance
Skills of Directors and Audit & Supervisory Board Members

Principal Activities

Tokio Marine Group is conducting business globally as an insurance

business reach, insights from global environmental awareness andIn order to build the Board of Directors for sustainable improvement of corporate value, we appoint Outside Directors in consideration of thegroup. As part of that, the Company, as the insurance holding company

business administration are extremely beneﬁcial for Tokio Marine

overall skills composition of the Board of Directors and the balance of their terms in oﬃce, so that these Outside Directors can provide highly

taking charge of the Group, is building highly sound and transparent

Group.

eﬀective supervision and advice.

corporate governance and internal control as well as administering

We also consider it preferable for the Audit & Supervisory Board

Group companies as appropriate. The Board of Directors in thismembers to have skills similar to those of the members of the Board ofcompany with an Audit & Supervisory Board makes important businessDirectors, so that they can properly audit the work of the Board ofdecisions as well as supervises the work of the directors.

Directors. Skills in “ﬁnancial accounting and ﬁnance” are thought of as

For the Board of Directors to properly fulﬁll its role, the board needs

especially important.

to possess the necessary skills on the bases of the business content,

Based on this direction, we appoint as outside directors not only fourbusiness development, governance structure, and so forth of Tokiowith business administration experience (of whom one has extensive

Marine Group. Moreover, the necessary skills will diﬀer depending on

experience as a business administration consultant) but also one withchanges in the business environment. To facilitate important businessexperience in scholarship, as an economist, and as a lawyer. Moreover,decisions and proper supervision in the Company, board members

the outside directors also include a lawyer, an analyst, and an

ﬁrst need to deeply understand the business, which means having aacademic expert. Most of the outside directors have rich international

thorough understanding of the “insurance business.” Moreover, theexperience. In this way, the Board of Directors and the Audit &basis of all decision-making is skills in “ﬁnancial economics,” “ﬁnancial

Supervisory Board consist of members with diverse skills. Within theaccounting and ﬁnance,” “legal compliance,” “human resources

framework of the Board of Directors, etc., the outside directors provide

strategy,” and “governance and risk management.” Moreover, as theadvice about the management of the Company based on these skills. In

planetʼs environment and technological innovation have become issues

addition, from a gender perspective, we have appointed two female

for society, the importance of skills pertaining to “environment” anddirectors and two female Audit & Supervisory Board members so that“technology” is growing as well.

the ratio of female members of the Board of Directors and the Audit &In addition, Directors are expected to have skills relating toCurrent termin oﬃce

Attendance atboard meetings, etc.

Major activities including the remarks made at board meetings, etc.

Akio Mimura(outside director)

12 yearsand9 months

He attended nine out of
10 meetings of the Boardof Directors in ﬁscal
2022.

He has fulﬁlled his supervisory functions by presenting inquiries and remarks at the Board of Directors
meetings based on his insight as a specialist in business management acquired through many years ofexperience in a management role. In addition, as the chair of the Nomination Committee and theCompensation Committee, he has contributed to the fulﬁllment of supervisory functions throughnominations, performance evaluations, and the establishment of an appropriate compensation systemof directors, etc.

Masako Egawa(outside director)

7 yearsand9 months

She attended all 10
meetings of the Board of
Directors in ﬁscal 2022.

She has fulﬁlled her supervisory functions by presenting inquiries and remarks at the Board of Directors meetings
based on her insight into corporate management acquired through many years of experience in ﬁnancial
institutions, involvement in academic activities related to corporate governance, and experience at The Universityof Tokyo as an Executive Vice President. In addition, as a member of the Nomination Committee and theCompensation Committee, she has also contributed to the fulﬁllment of supervisory functions through nominations,performance evaluations, and the establishment of an appropriate compensation system of directors, etc.

Takashi Mitachi(outside director)

5 yearsand9 months

He attended all 10
meetings of the Board of
Directors in ﬁscal 2022.

He has fulﬁlled his supervisory functions by presenting inquiries and remarks at the Board of Directors
meetings based on his insight as a specialist in business management acquired through many years ofexperience in a consulting ﬁrm and a management role. In addition, as a member of the Nomination
Committee and the Compensation Committee, he has also contributed to the fulﬁllment of supervisory
functions through nominations, performance evaluations, and the establishment of an appropriatecompensation system of directors, etc.

Nobuhiro Endo(outside director)

3 yearsand9 months

He attended all 10
meetings of the Board of
Directors in ﬁscal 2022.

He has fulﬁlled his supervisory functions by presenting inquiries and remarks at the Board of Directors
meetings based on his insight as a specialist in business management acquired through many years ofexperience in a management role. In addition, as a member of the Nomination Committee and theCompensation Committee, he has also contributed to the fulﬁllment of supervisory functions throughnominations, performance evaluations, and the establishment of an appropriate compensation systemof directors, etc.

ShinyaKatanozaka(outside director)

2 yearsand9 months

He attended all 10
meetings of the Board of
Directors in ﬁscal 2022.

He has fulﬁlled his supervisory functions by presenting inquiries and remarks at the Board of Directors
meetings based on his insight as a specialist in business management acquired through many years ofexperience in a management role. In addition, as a member of the Nomination Committee and theCompensation Committee, he has also contributed to the fulﬁllment of supervisory functions throughnominations, performance evaluations, and the establishment of an appropriate compensation systemof directors, etc.

Emi Osono(outside director)

1 yearand9 months

She attended all 10
meetings of the Board of
Directors in ﬁscal 2022.

She has fulﬁlled her supervisory functions by presenting inquiries and remarks at the Board of
Directors meetings based on her insight into corporate management acquired through many years of
research into corporate strategy, etc. In addition, as a member of the Nomination Committee and theCompensation Committee, she has also contributed to the fulﬁllment of supervisory functions throughnominations, performance evaluations, and the establishment of an appropriate compensation systemof directors, etc.

Akinari Horii(outside Audit& Supervisory
Board member)

11 yearsand9 months

He attended all 10
meetings of the Board of
Directors and all 10
meetings of the Audit &Supervisory Board inﬁscal 2022.

He has fulﬁlled his audit functions by presenting inquiries and remarks based on his insight acquired
through many years of experience in his role as an executive or a regular employee of the Bank ofJapan.

Akihiro Wani(outside Audit& Supervisory
Board member)

8 yearsand9 months

He attended all 10
meetings of the Board of
Directors and all 10
meetings of the Audit &Supervisory Board inﬁscal 2022.

He has fulﬁlled his audit functions by presenting inquiries and remarks based on his insight acquired
through many years of experience in his role as an attorney at law.

Nana Otsuki(outside Audit& Supervisory
Board member)

4 yearsand9 months

She attended all 10
meetings of the Board of
Directors and all 10
meetings of the Audit &Supervisory Board inﬁscal 2022.

She has fulﬁlled her audit functions by presenting inquiries and remarks based on her insight which
was acquired through many years of experience as an analyst in ﬁnancial institutions.

Supervisory Board is 20%.

“internationality” and “business administration.” Considering our global

Skills and experience
Name

Human
GovernanceCorporate Finance &Legal &
Insurance
Accounting
Environment Resources
Technology Internationality& RiskManagement Economy
ComplianceBusiness
Strategy Management

Tsuyoshi Nagano

Chairman of the
Board

○

○

Satoru Komiya

President & Chief Group CEO (Group Chief Executive Oﬃcer)
Executive Oﬃcer Group CCO (Group Chief Culture Oﬃcer)○○

Kenji Okada

Senior Managing
Group CFO (Group Chief Financial Oﬃcer)
Director○○

Yoichi Moriwaki

Senior Managing Group CSO (Group Chief Strategy
and Synergy Oﬃcer)
Director○○

Kichiichiro
Yamamoto

Senior Managing Head of International Business
Co-Head of International BusinessDirector○

Yoshinori Ishii

Managing Director

Group CLCO (Group Chief Legal andCompliance Oﬃcer)

Kiyoshi Wada

Managing Director

Group COO (Group Chief Operating Oﬃcer)
Group CSUO (Group Chief Sustainability Oﬃcer)

Shinichi Hirose

Director○○

Takashi Mitachi

Outside Director○○

Nobuhiro Endo

○
○
○

○
○

○

Outside Director

○

○

○

○

Emi Osono

Outside Director○

Kosei Shindo

Outside Director

○

○

○

○

○

○

○

○
○

○

○

○
○

○

○

○
○

○

○

○
○
○

○

○
○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Hirokazu Fujita

Audit & Supervisory
Board
Member (full-time)○○

Takayuki Yuasa

Audit & Supervisory
Board
Member (full-time)

○

○

○

○

Akihiro Wani

Outside Audit &Supervisory
Board Member

○

○

○

○

○

Nana Otsuki

Outside Audit &Supervisory
Board Member

○

○

○

○

○

Junko Shimizu

Outside Audit &Supervisory
Board Member

○

○

○

○

○

○

○

○
○

Haruka Matsuyama Outside Director

Outside Director

○

○

○
○

Shinya Katanozaka Outside Director

Robert Alan
Feldman108

Positions and key responsibilities

○

○

○

○

○

○

○

○
○

2
Strategy and Business Platform Supporting Our Purpose Story

Name

Note 1: As of March 31, 2023
2: Descriptions in the “Attendance at board meetings, etc.” and “Major activities including the remarks made at board meetings, etc.” include attendance at Audit & Supervisory Board meetings and major activities
including the remarks made at Audit & Supervisory Board meetings of outside Audit & Supervisory Board members.
3: All 10 Board of Directorsʼ meetings held during fiscal 2022 were ordinary meetings. All 10 Audit & Supervisory Board meetings held during fiscal 2022 were ordinary meetings.

109

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate GovernanceInitiatives to Improve the Eﬀectiveness of the Board of Directors

Fiscal 2022 Evaluation of Eﬀectiveness and Fiscal 2023 Operation Policy

Method of Eﬀectiveness Evaluations

The Company has been conducting evaluations of eﬀectiveness of the Board of Directors using surveys prepared in-house. However,with the aim of (1) avoiding complacency and (2) eliciting the true feelings of Outside Directors and outside Audit & Supervisory Board

Once a year, the Company evaluates the eﬀectiveness of themembers, this year, we conducted an evaluation of eﬀectiveness of the Board of Directors using a third-party organization. The third-party

Board of Directors covering all Directors and Audit & Supervisoryorganization has evaluated that the Board of Directors and the Audit & Supervisory Board members appropriately fulﬁll their respective

Board members. In ﬁscal 2022, with the aim of further fulﬁllingroles and functions, thereby ensuring the high eﬀectiveness of the Board of Directors.

the functions of the Board of Directors, the Company conducted
its ﬁrst evaluation of the eﬀectiveness of the Board of Directors

FY2023
Aprilusing a third-party organization and reported the results to theBoard of Directors. The Board of Directors, for its part, reviews
the results of the evaluation and reﬂects them in its eﬀorts to

Fiscal 2022 evaluation of eﬀectiveness and ﬁscal 2023 operation policy

FY2023April

improve eﬀectiveness.

(Report to the Board of Directors in April 2023)

FY2022
November▶PDCA Cycle to Improve Eﬀectiveness(1) Overall evaluation

FY2022
April

Execution

FY2022February

Review

FY2021
November

Evaluation

Review()

management issues were discussed under appropriate agenda setting and management, with the chairperson, internal andoutside Directors, and Audit & Supervisory Board members fulﬁlling their roles and functions appropriately. The Board of
Directors also conducted a review of the evaluation results of the third-party organization and conﬁrmed again that thefunctions of the Board of Directors had been fully demonstrated, as was the case with eﬀectiveness evaluations results
based on the in-house survey. The main review results of the Board of Directors are as follows.
●Free and open-minded discussions are taking place and governance functions well.

●

Consider securing more discussion time and opportunities to discuss medium- to long-term strategies and directions
and to enhance discussions to realize them.

(2) Main proposals from third-party organizations and future policies(Proposal 1)

Evaluation

Although there are time constraints in the Board of Directors meetings, it is desirable to secure discussion time andopportunities for enhancing deliberations on medium- to long-term themes.
(Response 1)
Add Board of Directors meeting slots and work to secure time for discussions.
(Proposal 2)
It would be better to report the details of the discussions by the Nomination Committee and the Compensation

Fiscal 2022

Evaluation method by a third-party organization

2
Strategy and Business Platform Supporting Our Purpose Story

Execution

Includesevaluation bya third-party
organization

A third-party organization evaluated the Companyʼs Board of Directors as an organization where many importantCommittee to the Board of Directors.
(Response 2)
After clarifying the content to be shared with the Board of Directors, we will work to enhance the content of reports to the

PeriodNovember 2022 to January 2023

TargetAll directors and auditors

Main contents

Board of Directors.

(3) Operation policy for ﬁscal 2023

(1) Roles and functions of the Board of Directors

It is extremely important for the Board of Directors to fulﬁll its expected roles in enhancing corporate value. In order to(2) Response to the results of last year s evaluation of eﬀectivenessfurther improve the eﬀectiveness of the Board of Directors, we will steadily respond to the proposals from the third-party(3) Composition, roles, and operation status of the Nomination Committee and the Compensation Committeeorganization and continue to study this matter.

(4) Support system for Outside Directors(5) Governance system of the Company and overall eﬀectiveness of the Board of Directors(6) Self-evaluation of the functioning of the Board of Directors and Audit & Supervisory Board members

110

111

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance
Leveraging Outside Oﬃcersʼ Expertise

Succession Management

When discussing and formulating business strategies for sustainablecorporate growth and corporate value improvement over the medium

The following themes were discussed in ﬁscal 2022, andsimilar discussions will be held in ﬁscal 2023.

to long term, the Company seeks to make the most of insights fromThe Company also holds one meeting a year that is attended by

Roles of the Nomination Committee

Nomination Committee Members

1. The Company shall establish the Nomination Committee as an

The majority of the Nomination Committee consists of outsideadvisory body to the Board of Directors.

outside directors and Audit & Supervisory Board members. It is forindependent oﬃcers only. It is entirely conducted by independent

this purpose that the Board of Directors holds “Discussions onoﬃcers, including establishing agenda items. Opinions are

Corporate Strategy,” which are discussions about themes such as

exchanged objectively and from broad perspectives. In ﬁscal

matters and report to the Board of Directors:

the current management environment and management challenges.

2022, discussions were held on corporate culture, compliance,(1) Appointment and dismissal of the President, Directors,

The themes are selected based on questionnaire responses fromand other issues, with recommendations made based on these

directors and Audit & Supervisory Board members as well as

discussions.

(2) Appointment requirements and dismissal policies for theand Executive Oﬃcers▶ Discussions on Corporate Strategy Themes
Fiscal YearFY2021

FY2020(1) Direction of the formulation of the next Mid-Term Business Plan
We back-casted from our medium- to long-term vision and discussed the changes in our operating environment and strategies
based on them.
(2) Domestic non-life insurance strategies
We discussed the medium- to long-term impact of environmental changes on domestic non-life insurance businesses and theroles of each company based on these factors.
(3) Human resource strategies
We discussed what Tokio Marine Group values, the competencies of human resources we seek, and personnel strategies basedon the management strategies.
(4) Cybersecurity
Discussions were held on the environment and the overall picture of issues and measures in the Tokio Marine Group related tocybersecurity.
(5) Exchange of opinions with management of overseas subsidiary
The CEO of Pure (United States) gave a presentation on his company s business conditions, etc., and we exchanged opinions by
asking various questions.
(1) Exchange opinions with overseas subsidiary heads
CEOs from TMSR (Brazil) and TMHCC (US) gave presentations on the current state of their respective companies, exchanging
opinions through a Q&A format.
(2) Asia non-life insurance business strategies
Held discussions on Asia non-life insurance business strategies with the participation of the Executive Oﬃcer in Charge of Asiaand the CEO of our local subsidiary in Thailand.
(3) Tokio Marine Group new business strategies
Held discussions regarding risks and opportunities of new business.
(1) The next Tokio Marine Group Mid-Term Business Plan;(2) exchanging opinions with overseas subsidiary heads;(3) Tokio Marine Group domestic life and non-life insurance business strategies;(4) Tokio Marine Group digital strategies; and(5) direction of human resource strategies

FY2019(1) Tokio Marine Group CSR/Sustainability initiatives and SDGs;(2) exchanging opinions with overseas subsidiary heads; and(3) Tokio Marine Group digital strategies

FY2018(1) Tokio Marine Group domestic life and non-life insurance business strategies;(2) direction of human resource strategies;(3) exchanging opinions with overseas subsidiary heads; and(4) Tokio Marine Group digital strategies

3. The Nomination Committee shall deliberate on the succession
plan for the President, and appropriately supervise theoperation of the plan so that the development of successor
candidates is carried out in a planned way.
4. The Nomination Committee shall specify the skills, etc.,
required of Directors and Audit & Supervisory Board Members
and use that as a reference for deliberations on theMembers

Shinya Katanozaka

Outside Director

Emi Osono

Outside Director

Kosei Shindo

Outside Director

Tsuyoshi Nagano

Chairman of the Board

Satoru Komiya

President and CEO

The number of meetings diﬀers by ﬁscal year; there were two inﬁscal 2021 and two in ﬁscal 2022 with three planned in ﬁscal
2023. Moreover, all members attended all meetings of theNomination Committee in ﬁscal 2022.

appointment and dismissal under Paragraph (2), Item (1).

CEO Selection Criteria● Having the qualities to lead the business to sustainable

Overview of the Nomination Committee
in Fiscal 2022
Fiscal Year

Themesgrowth and medium- to long-term improvements in the●corporate value of the Group●● Good understanding of the Companyʼs business conditionsFirst meeting(October 19, 2022)● Broad knowledge needed for corporate management● Suﬃcient decision-making ability● Properly exercising oneʼs competencies as an oﬃcer, pastachievements and experiences, personal character, etc.

Second meeting(January 23, 2023)

Evolution of skill matrix utilization
Clariﬁcation of terms in oﬃce standards
for Outside Oﬃcers● Improvement of ratio of females on the
Board of Directors●●

Directors and executive oﬃcers, FY2023
Succession planning and candidates forCEO

Likewise, regarding the succession of others on the management
team (including foreign national oﬃcers) who are not the CEO,discussions are held at talent management meetings whereprincipal oﬃcers participate, while training plans and othermatters are reported to the Nomination Committee.
In April 2023, the Group established TLI, a Group-wide
global human resource development program to foster future
management candidates (see pp. 30, 31 for details). In addition,
speciﬁc training measures are implemented in a planned way sothat the managerial capabilities of candidates are honed, forexample, by dispatching them to external executive programs(training) where they study together with management from othercompanies.

Appointment of Outside Directors

2
Strategy and Business Platform Supporting Our Purpose Story

FY2022

ThemesChairman

Audit & Supervisory Board Members, and Executive Oﬃcers
President, Directors, Audit & Supervisory Board Members,

themes that come up at “independent oﬃcersʼ meetings.”

oﬃcers, and the Chairman is elected from the outside oﬃcers.

2. The Nomination Committee shall deliberate on the following

Diversity of the Board of Directors has become more importantfrom the perspective of enhancing supervisory functions andin light of the further acceleration of the Companyʼs global
expansion. Based on this policy, in appointing new Outside
Directors, the Company strives to diversify their skills, experience,and background, including their international nature, experiencein corporate management, and deep knowledge of governance. At
the same time, the composition of the members of the Board of
Directors is designed to achieve an optimal balance.

(Reference) Provision of Information to Outside Directors● We held a meeting to exchange opinions between Outside Directors and mid-level employees.

112

113

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate GovernanceOﬃcer Compensation to Improve Corporate Value
Policy▶Overview of the Compensation Committee in Fiscal 2022

The policy for determining compensation for oﬃcers is as follows:
●

●

●

●

Ensure “transparency,” “fairness,” and “objectivity” regarding
compensation for oﬃcers.
The Board of Directors shall set the level of compensation
for Directors and Executive Oﬃcers according to the
responsibilities of each, after setting the standard amount foreach position, taking into consideration factors such as thebusiness performance of the Company and the level ofcompensation in other companies.
Of the diﬀerent types of compensation for Directors
and Executive Oﬃcers, ﬁxed compensation andperformance-linked bonuses shall be paid monthly, while
share compensation shall be delivered upon resignation.
The Board of Directors shall determine the content ofcompensation for individual Directors and Executive Oﬃcers
and other important matters concerning compensation
for Directors, Audit & Supervisory Board Members, andExecutive Oﬃcers. Decisions on any matter requiringconsultations with the Compensation Committee shall bemade after obtaining the opinions of the said Committee.

Fiscal Year

Theme
●

●

First meeting(May 20, 2022)●●

Second meeting(July 20, 2022)●●

Third meeting(December 21, 2022)

Determination Process●●▶Members of the Compensation Committee
ChairmanMembers

Nobuhiro Endo

Outside Director

Takashi Mitachi

Outside Director

Robert Alan Feldman

Outside Director

Haruka Matsuyama

Outside Director

Satoru Komiya

President and CEO

The Compensation Committee deliberates and reports to theBoard of Directors on the following matters:
●

●

●

114

Evaluation of the performance of Directors and ExecutiveOﬃcers of the Company, as well as the president of its
principal business subsidiaries.
The compensation system for Directors, Audit & Supervisory
Board Members, and Executive Oﬃcers of the Company
and its principal business subsidiaries and the level ofcompensation for Directors (full-time) and Executive Oﬃcersof the Company and its principal business subsidiaries.
Policy for determination of compensation for Directors,
Audit & Supervisory Board Members, and Executive Oﬃcers
The number of meetings was three in ﬁscal 2021 and ﬁscal
2022, with three planned in ﬁscal 2023 as well. For ﬁscal
2022, all committee members attended all Compensation
Committee meetings held during their term of oﬃce.

Performance-linked bonuses have been introduced to provide greater incentives to improve corporate value. Bonuses are linked to achievementlevels for each of the Companyʼs and the individualʼs targets. Evaluation is determined based on the previous ﬁscal yearʼs performance, andmonetary consideration is paid in reﬂection of this evaluation (bonuses are adjusted within a range of 0% to 200% based on the evaluation).
a. Individual targets: Set according to the responsibilities of each director (including ESG and medium- to long-term strategic targets*).
b. Company targets: Set based on ﬁnancial indicators and non-ﬁnancial indicators.

Discussion and reporting on corporate
performance evaluation in ﬁscal 2021

In ﬁscal 2023, we increased the proportion of non-ﬁnancial indicators to 20%, with the aim of further promoting employee engagement and sustainability.

Discussion and reporting on individual
performance evaluation in ﬁscal 2021

▶Targets and Results for Fiscal 2022

CEO individual performance
evaluation and brieﬁng on task
achievement progress in ﬁscal 2021
CEO individual performance evaluationand setting the ﬁrst targets for the periodOﬃcer compensation levels that apply
in July 2023 or later(including validation)* Further globalizing and strengthening the functions of management, strengthening human resources and the organization, etc.

Financial
Indicators
Non-Financial
Indicators

Item

Composition
ratio

Targets

Results

Adjusted Net Income

55％

550 billion yen

444.1 billion yen

Adjusted ROE

35％

12.5％

11.1％

Employee engagement indicators

5％

Improvement in employee engagement scores

No major ﬂuctuations (100％)

Indicators relating to sustainability strategy

5％Comprehensive evaluation of eﬀorts in the ﬁelds listed as priority issues

Satisfactory results (100％)

Item

Composition
ratio

Targets

Adjusted Net Income

50％

670 billion yen

Adjusted ROE

30％

17.1％

Employee engagement indicators

10％

Improvement in employee engagement scores

Indicators relating to sustainability strategy

10％Comprehensive evaluation of eﬀorts in the ﬁelds listed as priority issues▶Targets for Fiscal 2023

Change in jobs subject to additional
allowance based on responsibility

Financial
Indicators

Non-ﬁnancial indicators for oﬃcer
compensation systems that apply in
July 2023 or later

Non-Financial
Indicators

2

Reference: Oﬃcer compensation to promote ESG initiatives

Compensation System for Directors andAuditors
The compensation structure for Directors and Audit &Supervisory Board Members consists of ﬁxed compensation,
performance-linked bonuses, and share compensation, and the
proportions for each directorʼs responsibilities are as follows:▶Ratios of Compensation by Responsibility■Fixed Compensation ■Performance-Linked Bonuses ■Share Compensation

Chairman of
the Board
President &Group CEO

40
30

30

40

Outside Directors/
Part-Time Directors

3080

Full-Time Audit& Supervisory
Board Members/
Outside Members
Others30

20

For Tokio Marine Group, our initiatives for sustainability and
ESG are part of our business aims themselves. It is our belief
that we can realize sustainable growth for the Company as aresult of solving social issues through our business.
To further advance our ESG initiatives, for example, inoﬃcer compensation governance, the Compensation
Committee has continuously discussed whether to havecompensation reﬂect performance in ESG initiatives, based on
the thinking that the degree to which initiatives areaccomplished ought to serve as incentives.
As a result, while we have had a system where appropriate

incentives applied to oﬃcers by setting targets for theirindividual performance linked to their oﬃcer compensation,from ﬁscal 2022 we are introducing “employee engagement
indicators” and “sustainability indicators” as KPIs to determine
corporate performance compensation, thereby creating asystem that reﬂects compensation linked with performance.
In the future, we will aim to continuously raise the level andrealize high and consistent incentive accountability based on
new developments in internal discussions about sustainability
strategies and trends in the maturation and establishment ofways to evaluate non-ﬁnancial indicators in the market.

(2) Stock-based compensation

Amount of Compensation

Share compensation has been introduced with the aim ofallowing shareholders and directors to share the returns fromstock price movements on the same ship and constitutes morethan 20% of Director compensation.

The Compensation of Directors and Auditors is as follows:
1,000(millions of JPY)

■Internal Director ■Internal Auditor■Outside Director ■Outside Auditor
800

51

42
56
600

Strategy and Business Platform Supporting Our Purpose Story

The Compensation Committee is an advisory body to theBoard of Directors and, in ﬁscal 2023, consisted of ﬁve
members (chaired by an Outside Director), including four
Outside Directors.

Oﬃcer compensation systems andlevels that apply in July 2022 or later(1) Performance-linked compensation

72

44
58
72

45
59
72

51
100
72

98
49
76

72

72

400

100

584
200

50

30

20

0

2017

473

461

433

2018

2019

2020

553

736

2021

2022 (FY)115

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance
Reduction of Business-Related Equities
Eﬀorts to Reduce Total Volume

the market value at the time of sale) have been sold, and their book60%

value reduced by 70% (compared with March 31, 2002).

50%▶Trends in Book Value of Business-Related Equities(TMNF)*1
100

End of fiscal 2025: Transition to IFRS*4(increase in net assets)

70%

Throughout the year, the Tokio Marine Group holds four types ofcompanies in which the Company invests, dialogues based on voting

values; dialogues based on ﬁnancial conditions, etc.; dialogues based

We commenced eﬀorts to reduce our business-related equities since
A total of 2.5 trillion yen worth of business-related equities (based onon the status of consideration for ESG; and, in the process of

dialogues: dialogues with companies with particularly large market▶Ratio of Holdings to Net Assets*3

2002, long before the Corporate Governance Code was made public.

Dialogue Based on the Stewardship Code100

▶Overview
Held Market Value①Dialogue with companies with particularly large market values

40%

Dialogue based on the impact on the market and the value of theCompanyʼs assets.

30%②Dialogue based on ﬁnancial conditions, etc.

10%
0%

82

2020

2021

2022

2023

2024

2025

The Company decides which investee to engage in a dialogue, by
taking into account the ﬁnancial conditions of the companies.

2026*3: Net assets for fiscal 2023 and after are estimates for each fiscal year
*4: Scheduled for disclosure in May 2026

60

③Dialogue based on the status of consideration for ESG

57
40

At meetings of its Board of Directors, the Company veriﬁes the risk

42
32

20

30

The other party to the dialogue will be decided based on thecompanyʼs consideration for ESG.

and returns associated with holding such shares on an individual
basis, as well as the portfolio as a whole, and, conﬁrms the economic

Shareholdings inlisted companies(approximately
1,050 companies)

rationality of holding the business-related equities. The economic
End of
End of
End of
End of
End of
End ofMarch 2002 March 2007 March 2012 March 2017 March 2022 March 2023

Under the current Mid-Term Business Plan, we had set a goal ofsales of at least 100 billion yen annually. In May 2022, we revised
our Fundamental Corporate Governance Policy and declared that wewould continue to sell. Subsequently, we announced in November
2022 that we would accelerate the pace of sales* , and in May 2023
2

that we would further accelerate it (by 600 billion yen or more overthe four years from ﬁscal 2023 to 2026). As a result, the ratio to net
assets under IFRS is expected to be around 30% by the end of ﬁscal
2026. Since we will continue to sell beyond that point, the ratio to
net assets of 20% is just a “milestone.”*2: At the IR conference held in November 2022, the Company explained that it would consider
accelerating the divestment to 120-150 billion yen in ﬁscal 2023 and to about 1.5 times the current
level from ﬁscal 2024.

▶Content of Revisions to Fundamental Corporate
Governance Policy

BeforeRevision

After
Revision(Policy relating to business-related equity holdings)
Article 3 Business-related equities are implemented by a
portion of the Companyʼs business subsidiaries (companies
at which the Company directly holds a majority of voting
rights. The same shall apply hereinafter.) with the intent ofstrengthening transaction relationships, and held with theintent to improve the corporate value of the Group. However,
the Company will continue to improve its capital to items
that are not easily aﬀected by ﬂuctuations in share price, andfrom the viewpoint of improving capital eﬃciency, continue
to work to reduce the total amount.
(Policy on business-related equity holdings)
Article 3 The Company will review the Groupʼs risk
portfolio and reduce the amount of equities it holds as
business-related equities in order to redirect capital toward
areas such as resolving social issues and growing businessﬁelds.

rationality is determined by comparing the ROR (Return on Risk)*5
calculated from risks and returns of both insurance transactions andequity investments to the Companyʼs cost of capital.

④Dialogue based on voting rights exercise criteria
Regarding the proposals at the General Meeting of Shareholders of
all listed companies, the Company will engage in a dialogue, if
necessary, in accordance with the Companyʼs voting criteria.

At the meeting of its Board of Directors held in October 2022, theCompany reviewed the economic rationality as of the end of March
2022, and conﬁrmed that the ROR of the whole portfolio is above thecost of capital. As for respective companies with an ROR less thanthe cost of capital, the Company works to improve returns from these▶Examples of Dialogues with Investees

companies through discussion regarding their business policies, andContent of the Dialogue

improvement and new proposals of their insurance programs.
*5: ROR (Return on Risk) is an indicator calculated by dividing insurance underwriting profit anddividends, etc., obtained from the owned corporate group concerned by the calculated amount of risk
relating to insurance underwriting and stock price fluctuations calculated based on the Companyʼsrisk management risk model.

ROR(Return On Risk)

Returns

Returns

Risks①
Insurance
underwriting proﬁt①
Insurance
underwriting risk

Proﬁt after deducting
expected loss andexpenses frompremium income

Risks associatedwith insurance
transactions withthe company, suchas accidents andnatural disasters

=
Risks

÷
②
Investment
income②
Operationalrisk

Expected earnings
from holding
shares, such as
dividends andﬂuctuations inmarket value

Risks such as
ﬂuctuations in themarket value ofshares held

●

E

●

●

S
●

G

We asked a leading company that iscommitted to achieving carbon neutrality by
2030 about its concrete initiatives andprogress.

We conﬁrmed internal initiatives and future
policies on CO2 reduction for a company withlittle disclosure on information related to ESG
activities.

For a company that has expressed theircommitment to fair business practices in the
supply chain, we conﬁrmed the details of their
speciﬁc initiatives.

We asked a company listed on the Prime
Market that has an Independent Outside
Director ratio of less than 1/3 about its future
responses.

Responses of Investees
We received a response that in terms of speciﬁc initiatives, in the short term, thecompany is steadily expanding the use of renewable energy and switching power
generation facilities to LNG. In addition, in the long term, carbon oﬀsets are being
considered.
● Subsequently, it was announced that 100% of the electricity used at major manufacturing
sites in Japan had been converted to renewable energy.
●

We received a response to the eﬀect that the company has been promoting CO2 reduction
by setting up a promotion organization within the company, but the company is awarethat from now on, it is necessary to make eﬀorts not only within this organization but
also across the company.
● In the Mid-Term Business Plan, which was subsequently announced, speciﬁc policies for
initiatives such as the renewal of sustainable energy-saving facilities and the use ofrenewable energies were presented.
●

2Strategy and Business Platform Supporting Our Purpose Story*1: Indexed to the end of March 2002 as 100

116

rights exercise criteria.

20%

80

0

scrutinizing proposals for general meetings of shareholders of the

We received a response to the eﬀect that the company would formulate CSR
Procurement Guidelines that take into consideration the human rights of workers involvedin the supply chain and seek cooperation from suppliers.
● Subsequently, the company announced its participation in the worldʼs largest federation ofcompanies promoting social responsibility in global supply chains.
●

We received a response that the company is considering increasing the number of
Outside Directors aiming for a ratio of 1/3 or more.
● The number of outside directors was increased in a subsequent ordinary general meetingof shareholders to meet the Prime Market criteria.
●

For other dialogue case studies and results from the exercising of voting rights, please refer to the Overview of Stewardship Activities(Japanese only) https://www.tokiomarine-nichido.co.jp/company/about/policy/stewardship.html

117

2 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate GovernanceDialogue with Stakeholders
Fundamental Policy

Disclosure and Dialogue

To Be a Good
Company
To be the company
most trusted by thecapital markets

CapitalMarkets

Dialogue with Investors
Dialogue with Institutional Investors
Organizing ﬁnancial results conference calls, IR conferences, andtheme-focused strategy conferences, the Company holds these both
onsite and on the Internet (broadcast live across the globe) and isthereby engaging in dialogue with shareholders and investors aroundthe world.
At the IR conference held in May 2023, Outside Directors, who
serve as representatives of minority shareholders, took the stage andgave objective responses to questions about the Board of Directors
discussions and Tokio Marine Group from the perspective of outside
directors. Participants commented that they had further deepened
their understanding of the Companyʼs management and theopportunity to hear the voices of outside directors was valuable, andthat they would like to see such opportunities oﬀered in the future.
We also continuously hold brieﬁngs focusing on topics of highinterest in capital markets. In ﬁscal 2022, Special IR Meetings were
held in London and New York City, where presentations were madeby the CEOs and executives of major subsidiaries in Europe and theUnited States, and Q&A sessions were held with participants. In
Japan, we also held two special brieﬁngs on overseas subsidiaries,
featuring the CEOs of overseas subsidiaries as speakers,
and received favorable responses.
We have also resumed face-to-face dialogue, including
overseas IR activities in North America, Europe, and Asia.
In ﬁscal 2022, we held dialogues with approximately 530
company investors in Japan and overseas while improving
the quality of these dialogues.
(May 2023 IR conference video)
https://webcast.net-ir.ne.jp/87662305e/index.html

We hold conferences for individual investors every year, featuring theGroup CEO. Since ﬁscal 2022, we have held brieﬁngs in Osaka,
Fukuoka, and Aichi, in addition to Tokyo. The Company also provided
easy-to-understand explanations of the “Groupʼs management strategy”
and “shareholder return,” which are of great interest to individual
investors. These explanations received about 90% participantsatisfaction rate.
Also, in response to requests from many individual investors forstock splits, in October 2022 we implemented a three-way stock split.
We will continue to engage in careful dialogue with investors with theaim of expanding our base of investors and expanding our Tokio
Marine fan base.
(Conference video, Japanese only)
https://webcast.net-ir.ne.jp/8766ko2209/index.html

Feedback
The Company is also making eﬀorts to report the opinions obtained
through dialogue with shareholders and investors widely to
management and other members of the Company, and to reﬂect themin improvement of management. Many of our employees have nocontact with the capital markets in their daily work, but through the IR
activity reporting sessions, they understand the voices of the capital
markets, the evaluation of the Company, and the connection between
their work and the capital markets. This has a positive impact on theirown motivation and growth and, as a result, a virtuous circle ofcompany growth is also created.
In ﬁscal 2022, we also used remote tools to share and interact
with 2,748 Group employees.

In order to promote a deeper understanding of the Companyʼs
management and business, the Group CEO routinely conductspresentations. At the 20th Ordinary General Meeting of Shareholders(June 26, 2023), under the theme of “Business Strategy of Tokio
Marine Group,” the Group CEO gave an easy-to-understandpresentation in recognition of the current environment and on our
strategy for sustainable future growth.
(Presentation video)
https://www.tokiomarinehd.com/en/ir/event/movie/2023̲meeting.mp4

Results of Exercise of Voting Rights
The results of the exercise of voting rights at the 21st Ordinary General Meeting of Shareholders are as follows:
Details of the Resolutions
Item 1: Appropriation of Surplus
Matters regarding the distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 50 yen
Aggregate amount of cash dividends: 99,661,077,600 yen
Item 2: Election of Fifteen (15) Directors
Election of the following ﬁfteen individuals as directors: Tsuyoshi Nagano, Satoru Komiya, Kenji Okada, Yoichi Moriwaki, Yoshinori Ishii, Kiyoshi
Wada, Shinichi Hirose, Takashi Mitachi, Nobuhiro Endo, Shinya Katanozaka, Emi Osono, Kosei Shindo, Robert Alan Feldman, Kichiichiro
Yamamoto, and Haruka Matsuyama
Item 3: Election of One (1) Audit & Supervisory Board Member
Election of the following individual as an Audit & Supervisory Board member: Junko Shimizu▶Results of the Resolutions

Item

Item 1

Number ofAﬃrmative Votes

Number of
Negative Votes

Number ofAbstentions

Approval Ratio (%)

Result of
the Resolution

16,109,839

7,146

707

98.28

Approved

3,995

82.46

Approved

Item 2

Awards Related to Disclosure

Tsuyoshi Nagano

13,516,871

2,596,417

As a result of these eﬀorts, we have received various awards.

Satoru Komiya

13,597,511

2,516,857

2,909

82.95

Approved

Kenji Okada

15,502,469

540,90373,923

94.57

Approved

Yoichi Moriwaki

15,584,931

458,440

73,923

95.08

Approved

Yoshinori Ishii

15,584,846

458,52573,923

95.07

Approved

Kiyoshi Wada

15,585,186

458,185

73,923

95.08

Approved

Shinichi Hirose

15,584,117

459,254

73,923

95.07

Approved

Takashi Mitachi

15,945,563

168,828

2,909

97.28

Approved

Nobuhiro Endo

15,944,453

169,938

2,909

97.27

Approved

Shinya Katanozaka

14,768,606

1,312,390

36,286

90.10

Approved

Emi Osono

15,988,524

125,868

2,909

97.54

Approved

Kosei Shindo

14,742,554

1,338,446

36,286

89.94

Approved

Robert Alan Feldman

16,008,738

103,637

4,925

97.66

Approved

Kichiichiro Yamamoto

15,499,462

543,91173,923

94.55

Approved

Haruka Matsuyama

16,099,657

14,735

2,909

98.22

Approved

16,106,074

8,795

2,909

98.25

Approved

2nd Nikkei Integrated
Report Award 2022
Semi-Grand Prix

Item 3

2
Strategy and Business Platform Supporting Our Purpose Story

Feedback

118

Presentation by the Group CEO
Dialogue with Individual Investors

The Company will strive to enhance trust by providing information to
the capital markets in a timely, fair, and continuous manner while
ensuring transparency and accountability in its disclosures, and topromote understanding of its eﬀorts to increase corporate value
and accurate assessment of the Company. Furthermore, throughconstructive dialogue between management and shareholders andinvestors, the Company will gain an appropriate understanding of
how it is viewed and the state of the capital markets and provide that
understanding and feedback to management and within the Company
to lead to the improvement of management itself and further enhance
corporate value.
In April 2023, we established the Global Communications
Department as an organization responsible for interdepartmental
operations of IR, SR, and PR, with the aim of further strengthening
dialogue with a wide range of stakeholders, including capital markets,
shareholders, the media, and employees.

Management

General Meeting of Shareholders

May 2023 IR conference1192 Strategy and Business Platform Supporting Our Purpose Story | Governance | Corporate Governance(Reference) Status of Dialogue between the Management andShareholders and Investors (FY 2022)
In ﬁscal 2022, we held dialogues with many shareholders and investors through face-to-face meetings, the Internet, and telephone calls.

Activities

Participants

Summary(Reference) Matters of Interest to Shareholders and Investors
Topics of interest to shareholders and investors obtained through dialogue with the capital market are fed back to directors and employees throughmanagement meetings, Board of Directors meetings, and in-house seminars.
These areas of interest are not only utilized in IR strategies including the content of ﬁnancial results, materials for business strategies andintegrated reports, and disclosure methods, but also used to advance Group strategies, such as the formulation of KPI targets and discussions on
capital policy.
●

Financial results
conference calls

208 companies

Explanation of ﬁnancial results by CEO Komiya, CFO Okada, the IR team,and related departments (conference call)

Theme-focused conferences

171 companies

Presentations by the top management of PHLY, TMK, and TMHCC to explain
the businesses of each company (online)

Domestic IR

330 companies

CEO Komiya, CFO Okada, and the IR team conduct one-on-one andgroup meetings (face-to-face, conference call, and online)

Overseas IR

156 companies

CEO Komiya, CFO Okada, and the IR team conduct one-on-one andgroup meetings (face-to-face, online)

Conferences hosted by
securities companies

44 companies

CFO Okada and the IR team conduct one-on-one and group meetings(face-to-face, conference call, and online)

Conferences for individual
investors

521 people

CEO Komiya conducts presentations on the Companyʼs management
strategies (face-to-face meetings in Tokyo, Aichi, Osaka, and Fukuoka, andvideo streaming)‑

Future-oriented, easy-to-understand explanation of our Purpose, vision, andthe strengths and strategies to achieve it, with climate change as a main topic

Integrated Report

Analysis of Feedback from Capital Markets and Internal Feedback
1,622 people

CFO Okada and the IR team share investorsʼ opinions obtained throughIR activities within the company (online and rebroadcasts)
Lectures by outside analyst also held at the same time

In-house seminars

1,126 people

Shareholding Association Seminar by the IR team (co-hosted with the
Human Resources Department of TMNF and held online)

120

●

●

●

●

Respond to the current volatile business environment
Will we be able to respond adequately to the current environment, including rapid inﬂation, interest rate hikes, rising reinsurance
costs due to frequent natural catastrophes, and heightened concerns about geopolitical risks and recession, and continue toboost earnings and corporate value?
Room for growth in future underwriting proﬁt
Given the current high level of earnings growth, will we be able to continue growing the insurance underwriting proﬁt, which
will have a major impact on the stock price valuation of insurance companies? In particular, what is the growth potential of ourdomestic operations in the Japanese market, which is generally viewed as a low-growth market?
Accelerating trends in the sale of business-related equities
Under the circumstances where business-related equities are a factor hindering ROE improvement, what is the speed andfeasibility of our sales of them?
Shareholder returns
What is the angle and accuracy of DPS growth going forward? Opportunities for large-scale M&As are likely to be limited, butwhat is the scope for expanding share buybacks?

2
●

●

●

●

●

Asset
management

Report on IR activities(Board of Directors meetings,
management meetings, in-house
brieﬁng sessions)Management in general

187 companies

Domestic non-life insurance

IR conference

Explanation of management strategies, etc., by CEO Komiya and directors
in charge (face-to-face/online hybrid session)

International
insurance

Other

The number of participants is as of March 31, 2023.

●

●

●

Proﬁt improvement for ﬁre insurance
Amid continued severe conditions such as the intensiﬁcation of natural catastrophes, rising reinsurance costs, and inﬂation,
what are the results and progress of improving earnings (securing proﬁtability higher than that of capital costs) through rate andproduct revisions?
Proﬁtability in auto insurance
Focusing on the frequency of accidents, including the impact of the resumption economic activities following COVID-19, andtrends in price per claim considering inﬂation, etc., what is the current situation and future outlook of automobile insurance
proﬁts, which are currently on a worsening trend, and what is our response policy?
Specialty insurance and expansion of Pre- and Post-incident areas
What are our speciﬁc initiatives, progress relative to plans, and scope for further growth with respect to specialty insurance andexpansion of Pre- and Post-incident areas which are key to growth in our domestic non-life insurance operations?
Improving expense ratio
What is the status of expense reductions, including the use of digitalization, such as the expected eﬀects of the Mirai Project(see p. 94)?

Strategy and Business Platform Supporting Our Purpose Story

For institutional investors and analysts

Distribution to Capital Markets

Path to the realization of our growth story
What is our speciﬁc path (initiatives and timeline) toward the realization of our growth story which aims for world-class EPS
growth and our global peersʼ level of ROE"?

Sustainability of high proﬁt growth
What is the status of rate increases centered on the North American base, which is a growth driver? Can it continue to be a
growth driver? What is the impact of rising loss cost due to inﬂation (economic and social) and rising reinsurance costs?
M&A strategy and pipeline
What is our M&A strategy (appetite and scale), including the current pipeline?
Lessons learned from the COVID-19 outbreak in Taiwan
As overseas operations expand, are events occurring at small, medium, and minor business sites a structural problem?
What are the lessons learned and how do we address them?

Status of DFG credit investment
What are the risks and sustainability of DFGʼs high investment performance in light of the rapid rise in interest rates and thepossibility of a future recession in the U.S. economy?

121

2 Strategy and Business Platform Supporting Our Purpose Story | Corporate Governance | Internal Control System

Internal Control System

ComplianceFundamental Policy

The Company has formulated the “Tokio Marine Group Basic Policies forhave established various internal and external hotlines (whistleblowing

Compliance” and the “Tokio Marine Group Code of Conduct,” and ahotlines) to accept reports and consultations from executives and employees

compliance system is in place Group-wide based on this framework. Also,of Group companies. As regards the number of reports and consultations

the Company has built a structure to ensure Group-wide compliance byreceived by the Group in ﬁscal 2022, there were 316 cases (110%periodically monitoring the status of compliance within the Group; receiving

compared with ﬁscal 2021). We ensure that these reports and consultations

The Company has formulated “Basic Policies for Internal Controls.” InInternal Control Committee deliberates on the results of this monitoring,

reports from Group companies on important matters; discussing these

are appropriately investigated and responded to, leading to the earlyaccordance with these policies, the Company has established an internal

and the Board of Directors conﬁrms the details of these deliberations.

matters among the Board of Directors, the Management Meeting, and thedetection of problems and the implementation of corrective and recurrence

control system for the entire Tokio Marine Group that encompasses

Moreover, the Company continually strengthens and improves its internalInternal Control Committee; and providing guidance and advice about theprevention measures.

structures for management control, compliance, risk management, andcontrol system considering the results of this monitoring. The Internal

activities of Group companies when necessary.

internal auditing of Group companies. In addition, the Company monitors

Audit Section maintains close coordination with Audit & Supervisory

the status and practical application of its internal control system. The

Board Members to ensure the eﬀectiveness of their audits.

compliance issues through the organizationʼs usual reporting channels, we

systems for responding to whistleblowers based on the Amended
Whistleblower Protection Act, which came into eﬀect on June 1, 2022.

▶Compliance System▶Internal Control System

Tokio Marine Holdings

Tokio Marine Holdings

Coordination

Also, each Group company in Japan is putting in place the necessary

In order to prepare for cases in which it is not appropriate to report

Audit & Supervisory
Board Members

Audit & Supervisory Board Members
Board of Directors

Audit(Directors)(Audit & Supervisory Board)

Board of Directors

Internal Control Committee

Management Meeting(Audit & Supervisory Board)

Financial
Auditors

Internal Control
Audit
Accounting
Audit

Legal and Compliance Department, Individual Business Divisions
ReportAudit

P PlanA

Coordination

D Do

D

Compliance Committee, etc. (tailored to actual conditions at each company)
Compliance Department

C Check
A Act

CInternal Audit

Group Companies

Board of Directors(Audit & Supervisory Board)P

Director in Chargeof Internal Controls

Internal Audit Section

Reporting, etc.

Audit & Supervisory Board Members

Internal Control
Committee

Evaluating theappropriateness ofan accounting audit

Indication of basic policies, guidance,
administration, monitoring

Management Meeting

Respective Sections

Crisis Management System

Basic Policies for Internal Controls
Compliance

CustomerProtection

Information Response to
Risk
Antisocial
Security
Management
ForcesManagement

Internal
Audit

Auditor s
Audit

Group Companies
Domestic
Insurance Business

Domestic Life
Insurance Business

International
Insurance Business

Finance andOther Businesses

P

P

P

P

D
C

122

A

D
C

A

D
C

A

D
C

working to respond quickly and appropriately for recovery andetc., to minimize economic losses and other impacts incurred in an

business continuity in the event of an emergency.

emergency and immediately restore ordinary business operations.
Also, we provide support, instructions, and guidance to GroupIn addition, we conduct simulated trainings for natural
catastrophes, cyberattacks, and other events that could become ancompanies, and Group companies report to, communicate, and consult

emergency, in order to enhance our practical and applied skills inwith us. In this way, Group companies are also developing crisis

emergencies.

management systems and emergency action in peacetime and areManagement, Guidance, Adjustments, Monitoring, Reporting, othersA

We have established a crisis management system, emergency action,2
Strategy and Business Platform Supporting Our Purpose StoryOﬃce of Audit &Supervisory Board

Internal/External Audits, etc.
Regarding internal audits, there is a statutory audit conducted by Audit &the Companies Act and the Financial Instruments and Exchange Act andSupervisory Board Members in accordance with the Companies Act andan internal control audit based on the Financial Instruments and Exchange

an internal audit performed by the Internal Audit Section. The internal

Act conducted by PricewaterhouseCoopers Aarata.

audit is performed based on the “Internal Auditing Rules” that have been
approved by the Board of Directors.

Tokio Marine Holdings is also subject to inspections by the Financial
Services Agency of Japan pursuant to the Insurance Business Law.

Regarding external audits, there is an accounting audit based on1232 Strategy and Business Platform Supporting Our Purpose Story | Corporate Governance | Internal Control System
Information Security and Cybersecurity Management▶(Reference) Enhancement of ERM Management at Small to Medium-Sized Entities and Minority
Investments in Light of Losses from the COVID-19 Outbreak in Taiwan

Information Security Management
Tokio Marine recognizes the importance of personal information

Management,” each company establishes departments to overseeand conﬁdential information (“information assets”). To ensure theinformation security management and formulate policies and regulations.

In ﬁscal 2022, our Taiwanese JV suﬀered a major loss due to a market event caused by COVID-19 insurance. Based on

appropriateness and trustworthiness of Tokio Marine Groupʼs operations,

To protect information assets from various information leakage risks,

we have formulated the “Tokio Marine Group Policies for Information

including leak, loss, and unauthorized use, we ensure the conﬁdentiality ofthis experience, in order to prevent such a situation from occurring in the future, we will strengthen Tokio Marine Holdings

Security Management.”

information assets and manage them so that they can be used whenWith regard to the revised Personal Information Protection Law, which

support, including for small to medium-sized entities and minority investments, and strive to enhance ERM on a global
basis. In this way, we will balance growth and risk management at a high level.

necessary. Furthermore, the Company regularly monitors the information

came into eﬀect on April 1, 2022, we are taking necessary measures,

security management of Group companies, setting up structures andincluding the revision of our privacy policy.

providing information when necessary.

Based on the “Tokio Marine Group Policies for Information Security

Group-Based Initiatives

Cybersecurity Management
Recognizing cybersecurity as one of the important management issues,

Under the Tokio Marine Group CSIRT*2, the entire Group has also been●

Established the Chief Audit Oﬃcer position as a new C-suite position (April 2023)

with the Group Chief Information Security Oﬃcer (CISO) as the supervisor

divided into three regions, North America, Europe, and Japan/Asia, and we●

Appointed a business executive with governance responsibility for the overseas business (April 2023)

under the leadership of management, the Group companies in Japan andare consolidating our organization and standardizing our technologies and●overseas are unitedly maintaining a management system. Reports andprocesses at a high level. Each region carries out regular countermeasures

discussions are also held twice a year by the Board of Directors, wheresuch as employee training, including security monitoring on a daily basis,

outside directors with IT expertise also participate.

cyber drills (conducted multiple times a year mainly for relevant parties),
targeted e-mail drills (conducted multiple times a year for all employees),

standard frameworks and standard architectures such as ISO 27001*1 andetc. Also, in the event of a cyber incident, each region strives to establish

NIST SP800. The Tokio Marine Groupʼs basic ideas and compliance

an eﬃcient and eﬀective system by identifying the scope of the impact,

standards are determined from the perspective of people, processes, andand promptly implementing initial responses, recovery, and recurrencetechnologies, and include constant monitoring, log analyses, periodic

prevention measures to prevent the spread of damage while cooperating

vulnerability-scanning, penetration tests, and risk assessments.

with other regions.

Furthermore, in order to prevent, detect, and respond to cyberattacks that

A Group-wide committee made up of security experts gathers knowledge

are becoming more sophisticated year by year, we use the PDCA cycle tofrom around the world and promotes advanced security measures toformulate and execute improvement plans in response to issues identiﬁedsupport our customers and society in times of need.

in this process, while taking into account the amount of risk at each Group
company, intelligence gained from inside and outside the Group, and theapplication of new technologies.

Related departments

Management Meeting

Outside organization

Legal and ComplianceDepartment

Group CISO

Financial Services
ISAC*3Global Communications
Department
Risk Management
Department
International Business
Development
Department, etc.

*3: General Incorporated Association Financial Services
ISAC Japan*4: Financial Services ISAC
*5: General Incorporated Association Japan Computer
Emergency Response Team Coordination Center*6: General Incorporated Association Nippon CSIRT
Association*7: Independent Administrative Agency
Information-technology Promotion Agency, Japan

124●

Enhance entities with eﬀective measures corresponding to their maturity and independence(Example) Taiwan
Became the majority shareholder
Appointed Chair of the Board and CRO from TMHD
Newly appointed President from outside the Company (from June 2023)*1: Tokio Marine&Nichido Systems, the core systems company of the Tokio Marine Group, acquired
ISO27001 certification*2: Abbreviation of Computer Security Incident Response Team

Board of Directors

Corporate Planning
Department

Enhancement of Individual Entities(Example) Minority investments
Conﬁrmed concerns that could lead to capital events (mainly management for underwriting risk aggregation, and new productapproval process, etc.) and prepared such action plans

2
Strategy and Business Platform Supporting Our Purpose Story

Speciﬁcally, we are promoting countermeasures by adopting global

Carried out to send top management messages relative to cultivating a Group-wide risk culture, enhancing risk sensitivity,
strengthening training, and so on

FS-ISAC*4

TMHD (Group CSIRT)JPCERT/CC*5
NCA*6

GITC Security
Subcommittee

Domestic CSIRT
Meetings, etc.

North America

Europe,Middle East

Japan and Asia

Group
Group
companies companies

Group
Group
companies companies

Group
Group
companies companies

IPA*7

etc.

125

2 Strategy and Business Platform Supporting Our Purpose Story | Corporate Governance | Internal Control System▶(Reference) Regarding Premium Adjustment in Tokio Marine & Nichido Fire Insurance(June 2023)
An insurance premium adjustment with another non-life insurance company occurred in Tokio Marine & Nichido Fire
Insurance and the misconduct was reported to the Financial Services Agency. After the incident was discovered, externallawyers were hired to conduct an investigation. News releases were issued on June 20 and August 4, 2023. We willcontinue to analyze the causes and make eﬀorts to prevent recurrence of such cases.

▶(Reference) Tokio Marine & Nichido Fire Insuranceʼs Response to Customers Regarding
Fraudulent Insurance Claims by BIGMOTOR Co., Ltd. (August 2023)
Tokio Marine & Nichido Fire Insurance Co., Ltd., issued a news release on August 1, 2023, in connection with fraudulent insurance
claims by the sheet metal division of BIGMOTOR Co., Ltd.* We will place the highest priority on the recovery of the damage
suﬀered by customers due to this incident, etc., and will take measures to eliminate the concerns of customers who have had theircars repaired by BIGMOTOR Co., Ltd., and to recover the damage to customers who have received unauthorized repairs.
Three companies: BIGMOTOR Co., Ltd., BM Holdings Co., Ltd., and BM Hanaten Co., Ltd.

June 20, 2023
Tokio Marine & Nichido Fire Insurance Co., Ltd.

Regarding the series of reports on Tokio Marine & Nichido Fire Insurance

1. Basic Policies of Response by Tokio Marine & Nichido Fire Insurance Co., Ltd.
(hereinafter referred to as TMNF ) regarding the Incident
We understand that the recent fraudulent insurance claims by the sheet metal division of
BIGMOTOR Co., Ltd. betrayed the relationship of trust between insurance companies and the auto
repair shop and defrauded insurance money, and it is truly regrettable. We sincerely apologize forthe inconvenience and concern we have caused to customers and related parties in being unable toprevent such fraudulent claims, for introducing customers who were involved in accidents to
BIGMOTOR Co., Ltd.ʼs auto repair shop for the repair of their important vehicles, and for including
BIGMOTOR Co., Ltd. as an insurance agent for TMNF.
● We have positioned the recovery of the damage of the aﬀected customers as our top priority. We arecontinuing to strongly urge BIGMOTOR Co., Ltd. to take the necessary measures to recover thedamage, but we do not yet have a full picture of the situation.
● Based on the above, TMNF will take the following actions for customers who have suﬀered or may
have suﬀered damage from unauthorized repairs by BIGMOTOR Co., Ltd. that led to fraudulent
claims, to eliminate any concerns about the results of the repairs, and to recover the damages ofcustomers who have actually received unauthorized repairs.
●

As reported in a series of media reports, Tokio Marine & Nichido Fire Insurance Co., Ltd.
(President: Shinichi Hirose; hereinafter “TMNF”) has ﬁled a misconduct report with the Financial
Services Agency regarding an incident in which TMNF conducted premium adjustments withother non-life insurance companies under a coinsurance contract concluded between a customer(one corporation) and multiple non-life insurance companies including TMNF, and received areport submission order from the Financial Services Agency regarding this incident.
We sincerely apologize for the inconvenience and concern caused to our customers andrelated parties due to the inappropriate behavior of our employees. We will respond sincerely tothe requests of the report submission order and strive to prevent recurrence of such cases.

1. Outline of the case

2. TMNFʼs response to customers who have suﬀered or may have suﬀeredunauthorized repairs

2. Background of the discovery
As stated in 1. Outline of the case above, on December 20 of the previous year, the customer had
doubts about the level of insurance premiums of each non-life insurance company, and conﬁrmed with
TMNFʼs sales department in charge whether there was any inappropriate act which made us aware of
the case. Subsequently, we engaged external lawyers to conduct data analysis (forensic investigation)of e-mails, mobile phone records, etc., in order to conﬁrm facts with persons in charge of the contract
and related parties in TMNF and investigate if there are any other cases. The results were reported to
the FSA on March 24 of the current year.
In addition, although this case did not result in underwriting with an unreasonable premium causedby the premium adjustment, we will also report it to the Fair-Trade Commission.

3. Future initiatives such as measures to prevent recurrence
In response to this incident, we have established a Special Investigation Committee, which has
appointed several outside lawyers, and are working to conﬁrm the facts. At this point in time, we are
not aware of any other similar cases, but we take it very seriously that any inappropriatenessconcerning the Anti-monopoly Act has occurred, and we will continue to investigate whether there are
any similar cases within the company, and if cases of inappropriateness are discovered, we will
respond strictly.
In addition, TMNF will endeavor to prevent such incidents by analyzing the cause of the incident
and formulating and steadily implementing measures to prevent recurrence through governance andthorough implementation of employeesʼ basic behaviors based on the causes.

(1) Establishment of a dedicated call center for customers
In response to this incident, we set up a dedicated customer contact (call center) on July 28 inconsideration of the concerns about customersʼ vehicles and the complaints we have received
about this incident.
(2) Contacting customers who were introduced to BIGMOTOR Co., Ltd. s auto repair shops throughTMNF
We will contact all customers who had their vehicles that were involved in accidents repaired at
BIGMOTOR Co., Ltd.ʼs auto repair shops sequentially in writing. It is expected that it will take sometime to clarify the entire picture of the fraudulent insurance claim by BIGMOTOR Co., Ltd. and thedamage to individual customers, etc. Until then, we will consider measures so that customers, etc.,
who feel worried or anxious can drive their cars with peace of mind (for example, help to conﬁrm
the safety of the car, explanation of the repair details, etc.).
(3) Response to the unauthorized repair cases that have already been revealed by the Special
Investigation Committee of BIGMOTOR Co., Ltd.
At the present time, no information has been disclosed regarding cases of unauthorized repairs
pertaining to individual customers that have already been identiﬁed by the investigation conductedby the Special Investigation Committee established by BIGMOTOR Co., Ltd. Therefore, in order to
expedite the recovery of our customersʼ damage, we strongly request BIGMOTOR Co., Ltd. and theSpecial Investigation Committee to disclose information on such cases, especially at an earlystage, and we will sequentially contact our customers as soon as the information is disclosed.
(4) Contacting customers to conﬁrm the auto insurance contract grade for those who suﬀereddamage from unauthorized repairs
Customers who would not have used the auto insurance for repair if BIGMOTOR Co., Ltd. had notmade a padded claim will be contacted after we have conﬁrmed the net diﬀerence between the“insurance premiums if no claims were made” and the “insurance premiums actually paid” as wellas the “correct amount for repair” when a padded claim is found. We will take steps to correct the
auto insurance grade for customers who think, based on the information we provide, that theywould not have needed to make an insurance claim had the correct repairs had been made.

2
Strategy and Business Platform Supporting Our Purpose Story

In this case, a coinsurance contract between a customer (one corporation) and multiple non-life
insurance companies, including TMNF, involved an “adjustment of insurance premiums” led by our
employees.
The coinsurance contract was a non-life insurance contract that was bid on by multiple non-life
insurance companies at the customerʼs request. However, the customer had doubts about theinsurance premium levels oﬀered by each non-life insurance company at the time of bidding, so thebids were redone, and the bidding was conducted again. Therefore, in the end, the insurance contract
was not underwritten with an unreasonable premium caused by a premium adjustment. However, inlight of the circumstances, TMNF submitted a report of misconduct to the FSA as inappropriate
business conduct, and subsequently received a report submission order from the FSA under the
Insurance Business Act.

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For more information, please refer to the news releases dated June 20 and August 4, 2023. (Japanese only)

For details, please refer to the news release dated August 1, 2023. (Japanese only)

https://www.tokiomarine-nichido.co.jp/company/release/pdf/230620̲01.pdf
https://www.tokiomarine-nichido.co.jp/company/release/pdf/230804̲01.pdf

https://www.tokiomarine-nichido.co.jp/company/release/pdf/230801̲01.pdf

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