Try＆Discover

Introduction

Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance
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Special Feature

Outside Director Roundtable

Corporate GovernanceManagement Organization

Stakeholder Engagement64Try＆Discover

Introduction

Strategies to Realize the Group’s Corporate Philosophy

Outside Director Roundtable

Strengthening governance for the nextstage of growth
We asked the outside directors to
discuss T&D Holdings’ corporate
governance challenges, efforts to resolve
them, their roles as outside directors,
and other topics, while also taking into
account the issues mentioned in the
FY2022 roundtable.

Outside director

Seiji Higaki

Outside director

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

FY2022 review of the strengthening of the Group’s corporate governanceOhgo

Holdings took the lead in discussing the selection of candidates

this year. I acted as the chairman of the Nomination and Com-a huge step forward in the sense that T&D Holdings, which used

I believe that the Group’s governance has greatly progressed overpensation Committee for the first time. Thanks to the efforts ofthe committee members, individual compensation for directors
and Audit and Supervisory Committee members is now deter-

for President of core companies. To be honest, I think that this is
to have each company acting individually, has started to move
together as one Group.

mined by a resolution of the Board of Directors, instead of the

Taishido

been before. An even greater new epoch is the process for nom-

the promotion of integrated Group management with T&D Hold-

discretionary decision of the Representative Director as it had

inating a president of each core company. Previously, each corecompany would list up candidates for President, discuss it at theNomination and Compensation Committee and then again in the
Board of Directors. This time, a different process was used—T&D

Shinnosuke Yamada

Outside director

Atsuko Taishido

I was appointed an outside director last June, and I understood thatings at the helm was an extremely key management issue. At thesame time, it was a year where I was keenly felt, from my outside

perspective, how the management team had a strong awarenessof promoting integrated Group management and were trying to

Outside director

Kensaku Watanabe

Outside director

Naoki Ohgo65

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Introduction

Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Outside Director Roundtable
Watanabe

Higakilenge since my appointment. During the past year, as a member

I feel that in its 20th year, a major gear has been set in motion. As

I have also recognized integrated Group management as a chal-of the Nomination and Compensation Committee, I have also of-fered my opinions on the personnel for Group directors and Audit
and Supervisory Committee members, revisions to regulations,and actual operations, in an effort to promote the leadership of
T&D Holdings. Furthermore, moving forward, I am proposing

deeper discussion on the compensation system for directors andAudit and Supervisory Committee members. When it comes tointegrated Group management, I believe it is important to en-

The Group was also proactive in constructive
dialogue with stakeholders, which I believe
can be highly praised.
——— Yamada
improve it. Intra-Group personnel rotation has also been strength-

ened, with an eye to developing talent that can steer managementfrom the perspective of the total optimization of the Group as awhole. Furthermore, just as Mr. Ohgo says, I believe it is essential

to strengthen the function of the Nomination and Compensation

Committee, and I consider the strengthening of the attitude toward
Group governance by T&D Holdings with regard to the personnel

for directors and Audit and Supervisory Board members, including

those of subsidiaries, to be a significant development. Furthermore,
to ensure the effectiveness of the deliberations, a lively discussion
was held on everything from decision-making processes, such as
the appointment of the top management of core companies, towhat information is necessary for the discussion. While the Group’s
governance reforms still need some work, I believe this was a yearof great progress. The broadcasting of the Group’s first commercial
this spring also had a symbolic meaning in terms of promoting
integrated Group management.

hance the growth potential that comes from being a Group, andto promote going back to the starting point of establishing the
T&D Holdings, to be recognized in the capital market.
YamadaI have been involved in the Group Long-Term Vision (Try &Discover 2025), which was announced in May 2021, from theformulation stage. Setting KPIs that facilitate social value as wellas economic value, the deadline was announced externally to berealized in a five-year timeframe, and the message is very clear.

At the same time, I felt that a considerable amount of resolution
would be required from both the executive side implementing

the Group Long-Term Vision and us, who monitor it. Two years

have now passed. As the environment has been changing underwhat is known as VUCA, I have experienced firsthand the difficulty
and burden of steadily moving forward with plans while keeping
our feet on the ground. Against this backdrop, the Group has

been proactive in engaging in constructive dialogue with stake-holders, and has strengthened its governance so that issues thatemerge from these discussions are properly discussed by the
Board of Directors, which I believe is highly commendable.

As you all mentioned, T&D Holdings was established in 2004, andthe chairman of the Audit and Supervisory Committee, I believe
there is a need to change starting from the corporate culture inorder to further promote progress with this Group’s reforms. We
should create a culture in which issues are firmly raised about

what needs to be changed—for example, we could foster an open
culture by implementing a 360 degree evaluation system that

includes top management. Various laws and regulations, such as
the Insurance Business Act, must be upheld when managing an
insurance company. This is to protect policyholders, not the in-surance company. With this in mind, I am pushing for governancereform. However, it is still a work in progress, and it was a year

where I had an extremely strong sense of how necessary it is tofurther push forward with corporate culture reforms in particular.

Moving forward, I am proposing deeper discussion
on the compensation system for directors andAudit and Supervisory Committee members.
——— Watanabe

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Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Outside Director Roundtable

Challenges to further strengthen governance and role in resolving these challenges

HigakiHaving already touched on some of the challenges, I would

further say that from a shareholder and investor perspective, it

an issue to be discussed at the Board of Directors meetings andother forums from a medium- to long-term perspective.

is all about managing the company with capital in mind. There

Watanabe

improve return on this capital, and distribute it appropriately. In

power of T&D Financial Life President Morinaka’s message inis a need to make clear where capital is being used, sufficiently

order to achieve this, we need to take the scalpel to pain points

and push forward with reforms. At present, we have not yet got-

ten that far. When I look into the cause of this, I feel that it lies in a

culture where everyone is looking for comfort and trying to avoid
friction as much as possible. This cannot be overlooked as an

outside director, that is, a representative of stakeholders, includ-At the IR Meeting held the other day, I was impressed by the

response to an investor question: “there are still many things

we should do in terms of integrated Group management.” At thesame time, I used to be an Audit and Supervisory Board member

for the company, so I would like to use that experience to monitor

ing shareholders. This is why I believe that not turning a blind eye

Taishido

to the next step up.

of the Nomination and Compensation Committee. Sufficientto the pain involved and overcoming it to move forward will lead
YamadaThe Group is committed to management on both an economic
value basis and a financial accounting basis. FY2022 was a very

difficult year when it comes to this goal. With costs increasing due
to COVID-19 hospitalization benefits payments as well as foreignexchange hedging, I witnessed firsthand how important it is to

strike a balance between securing profits for financial accounting
purposes, which are the source of shareholder return, while also
ensuring a stable increase in economic value. I highly commend
the fact that the executive side was sensitive to changes in themarket environment, discussed awareness of the issues at theBoard of Directors in a timely and appropriate manner, andreviewed the revised profit targets at an early stage and disclosed

them promptly, rather than postponing them. However, it is a factthat profits have decreased both on an economic value basis andon a financial accounting basis. Accordingly, I believe that this is

I would like to see further progress in strengthening the function of the Nomination andCompensation Committee.
——— Taishido

the company closely and support its growth.

I would like to see further progress in strengthening the function
commitment is required for outside directors to be effectively in-

Ohgo

mittee members, so I would like to commit to working on reform.

vocally emphasize only corporate governance have not neces-volved in personnel for directors and Audit and Supervisory ComWith respect to management, outside directors are in a position
to supervise from an outside perspective. After I was appointed

last year, I wanted to determine what the Group’s management

issues were, and in particular, what issues should be prioritized.
I actively communicated with all of the outside directors as wellas the executive side and management team to understand thevarious issues we face. In light of this, I would like to persevere as
an outside director to see through to the end whether the Group
is steadily advancing measures and achieving certain results to-ward the realization of Group Long-Term Vision. During my termin this position, I would like to push to leave a legacy of significant
progress and great improvements in this area.

As a consultant, I have seen many cases in which companies thatsarily done well. While it is important to push forward with efforts
to strengthen governance, I am keenly aware that, ultimately,

the primary objective of a company is to sustainably increase its

corporate value. A company that is growing sustainably is the onethat is able to continue to provide new value to its customers.

If this is done, then as a matter of course, earnings will expand,shareholders and investors will highly evaluate the company,

compensation will increase, employee satisfaction will rise, andfurther business expansion will increase the number of managerial posts, which will increase motivation to work and contributeto society in terms of employment. It is our responsibility to work
hard to transform into a company that will please our stakeholders through such a virtuous cycle. However, the answer to thequestion of what approaches can help us find new value is not67

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Introduction

Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Outside Director Roundtablefound in textbooks or taught in MBA programs.

with weak controlling interest, a key issue for the Audit and

Higakithe closed book business, is beginning to make a profitable con-management should be effectively implemented. As the Group’s

cial Life focuses, is a highly competitive market. Mr. Morinaka, for-Over these three years, T&D United Capital, which is in charge oftribution to the Group and is starting to see results, but its current
focus is on All Right. Now that we have established the company,
I want the Group to work together as one to achieve success.

Because we are taking on something new, many issues that wehave not thought about before will come up. I believe that the

new challenge for the next year is to create a system in which theGroup works as one to solve problems.
Taishido

I feel that it is wonderful that the closed book business is producing results as a new source of revenue outside of the life insur-

ance business. On the other hand, as an equity-method affiliate

I am keenly aware that the primaryobjective of a company is to sustainably
increase its corporate value.
——— Ohgo

Supervisory Committee to monitor is how governance and riskbusiness diversifies, it is still extremely important to strengthen
human capital. Through the personnel rotation I mentioned

earlier, it is important to develop human resources who can takecharge of management from the perspective of the entire Group.

I also believe that strengthening the sales representative channel
is essential for strengthening the business in the medium- tolong-term. I consider it very important to create an environment
in which our sales representatives can work with vigor andvitality, and can work for a long time as a stable base for theirlivelihoods. As an outside director, I would like to closely monitor
progress in this regard.
YamadaIn terms of human capital, the Group Long-Term Vision calls for

improving the employee engagement score from the FY2020 levelas a non-financial KPI. However, at first, sales representatives were
not included in the survey. One of the key objectives of the em-

ployee engagement survey is to create an environment in which

not only administrative personnel, but also sales representatives

who interact with customers and propose insurance policies on adaily basis can work with vigor and enthusiasm. I think it is ex-tremely positive that sales representatives are now included in theemployee engagement survey. Trends in survey results will emerge
in the future, and it is important not to be complacent about goodoverall scores, but to analyze critical evaluations in detail, and for

management to promptly take the necessary remedial measures.
I intend to closely supervise this. I also believe there is a need to

The independent insurance agent market, on which T&D Finan-mer HD Representative Director and Executive Vice President, hasbeen appointed President of this company. I think it is important
to develop leaders who do not build their careers only within

one company, but also have experience in outside companies

other than one’s own company. Large banks give their employees
experience from a young age in being seconded in order to re-

structure their loan recipients’ companies, not just their affiliates.
This creates management personnel. I strongly wish that people

who have experienced tough business will become leaders in ourGroup in the future.
Ohgo

There are also issues that boil down to diversity in humanresources—since the Group is developing its business globally, it

is questionable that management is exclusively Japanese, and All
Right, which is developing its business using digital technology,

should hire more and more engineers from outside the company.
In this era of reforming services through digital transformation, I

think it is only natural that we will see an increase in the numberof people with science backgrounds, including those on the executive side. I believe we need to increase the number of personnel
who can see things in a different way, and we need to have morediversity, breaking with the conventional wisdom of the com-pany and the industry. Rather than discovering a consensus thateveryone can agree on, I want people to be ready to delve deeper
and discuss whether the consensus is correct.

keep a close eye on matters such as whether Taiyo Life is respond-

HigakiDaido life is cultivating sustainable SMEs as small micro-enter-

previous precedents and do not question the common sense

ing with attention to detail in the household market, or whether
prises decrease in number due to a lack of successors.

I agree. If anything, administrative personnel think based onwithin the company very much. This is something I have said

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Introduction

Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Outside Director Roundtable
before at the Board of Directors. On the other hand, people in thewith a large concentration of administrative personnel. As ishiring. The company will change considerably when it becomes

it is rather natural for reform to start from a place where one’s

brought to 30%, I think it will be difficult to become an innovative

ties, and judgments. I would like the company to aim to become

sciences are in the business of taking on the unknown, so I thinkcommon sense is negated. In this light, I believe that it is difficult
for reforms to progress, much less innovation, in a company

Message to stakeholders

demonstrated by the calls for the ratio of female managers to becompany unless we increase the diversity of the organization, be

it in the ratio of people with science backgrounds or in mid-careeran organization that mobilizes people through their skills, abililike this.

Higaki

YamadaTaishido

in the most understandable and appropriate manner, and to

disclosure. This is highly commendable. The company has also

KPIs of the Group Long-Term Vision, so I would like to properly

Encourage the Group to fulfill its accountability to policyholders
provide products and services that are superior to any other company. At the very least, I believe it is the duty of those of us who
are appointed as outside directors in this company.

I believe the company will not beinnovative unless it increases its
organizational diversity.
——— Higaki

The Group takes an extremely positive stance toward information
started preparing its annual securities report much earlier, and is

one of the few companies that submit it before the Shareholders’Meeting. Not only does it publish its integrated report at an earlystage, but it also appears to work hard to enhance the report’s
content. The company is also proactive when it comes to con-structive dialogue with investors. While the amount of information communicated externally is increasing every year, I would

like the company to establish a system to ensure accountability

without fleeing from the issue. I believe this will help improve thecorporate value of the Group.
Watanabe

Because I have been a business revitalization attorney for so long,

I often think about things from the employee’s perspective, whichis key to business revitalization. A comfortable and rewarding

working environment for employees and the development of human resources are also important for the growth of a company. I
would like to ensure that the company and employees can growtogether, and from this perspective, I would like to supervise themanagement of the company.

Customer satisfaction and employee engagement scores are thesee a change in them. It is important that those scores steadily

increase, and I will focus my supervision on whether new issues
are being identified from the survey results, and whether im-

provement measures are being formulated and implemented. In
addition, I advocate for ROE management and actively discuss
our business portfolio. Concerning this point, I believe that weshould proceed while further deepening our dialogue with thecapital market, and I intend to keep a close eye on such matters
during this year.
Ohgo

I would like to see the Group steadily implement “Try & Discover”

as stated in the T&D Insurance Group’s Corporate Philosophy andthe “Make Change with Boldness” committed to in the Group
Long-Term Vision. My hope is that the company will not only
uphold these ideals, but also carry them through.

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Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Corporate GovernanceT&D Holdings has been enhancing its corporate governance by using a basic approach that involves creating efficient and transparent management systems to facilitate flexible and cohesive group operations.
The Company values the purport of the Japan’s Corporate Governance Code, which applies to listed companies, and, in addition to accepting all the code’s principles, we have established the Basic Policy on

Corporate Governance as an initiative in response to its major principles.

Please refer to the Company’s website for more details of the Basic Policy on Corporate Governance.

https://www.td-holdings.co.jp/en/company/governance/

Progress in Strengthening GovernanceEntity2004

Company with an Audit& Supervisory Board2012

3 (1) / 12 person

2017
2018

2022
2023

1 / 10 person

2 (1) / 11 person

2015

2021

1 / 8 persons

2 (1) / 11 person

2013

2020

Outside directors (Female outside directors
within the total) / Board of Directors

Company with an
Audit and Supervisory
Committee

3 (1) / 12 person
5 (1) / 14 person

5 (1) / 12 person
6 (2) / 13 person
5 (1) / 12 person

Ratio of outside
directors

13%

10%

Topics・Establishment of T&D Holdings, Inc.
・Introduction of stock compensation-type stock options as an executive compensation system.

18%

・Increase in the number of outside directors from one to two.

25%

・Increase in the number of outside directors from two to three.

18%
25%
36%

・Establishment of the Nomination and Compensation Committee.
・Commencement of the evaluation of the effectiveness of the Board of Directors.
・Establishment and announcement of the Basic Policy on Corporate Governance.

・Introduction of trust-type stock compensation [the Board Incentive Plan (BIP) Trust] as an executive compensation system.
* Abolition of stock compensation-type stock options.

・Transition to a company with an Audit and Supervisory Committee.
・Increase in the number of outside directors from three to five.

42%・Change in the number of inside directors from nine to seven to further strengthen agile decision-making
and oversight function.

42%

・The method for determining the monthly compensation, bonuses, and individual evaluations of directors
has been changed following deliberation by the Nomination and Compensation Committee and a resolution by the Board of Directors.

46%

・Increase in the number of outside directors from five to six*.
・Increase in the number of female directors from one to two*.

* Within the same year, one female outside director resigned for personal reasons.

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Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance
Mechanisms to Support Initiatives
Corporate Governance Framework
1

Shareholders’ Meeting

Appointment
Dismissal

Nomination andCompensation Committee

ReportingAppointment
Dismissal

Auditing,
etc.

3

Audit andSupervisory Committee

Group Compliance Committee
President

Assess the relevanceof the financial audit

Cooperating

Reporting

6

Independent Auditor

Instruction

ReportingGroup ERM Committee

Instruction

Executive Management Board

5

Group Strategy Board

Group Risk Management Committee

External auditing

Group Management
Promotion Committee
Group DX Promotion Committee
Organizational UnitsGroup
Planning
Department

Financial
Strategy
Department

Business
Development
Department

Meeting

Reporting

Audit and Supervisory Committee OfficeGroup SDGs Committee

41 	Shareholders’

ReportingBoard of Directors

2

Offering opinions

Appointment
Dismissal

Accounting
Department

Sustainability
Promotion
Department

PublicRelations
Department

GeneralAffairs
Department

Risk
Management
Department

Internal
auditing

Internal Auditing
Department2 	Board of

Directors

3 	Audit andSupervisory
Committee

4 	Executive

Management
Board

5 	Group Strategy

Board

Committees

6Information
related to
the Independent Auditor(FY2022)

The Shareholders’ Meeting is the highest decision-making entity of theCompany. At the meeting, reports are made on the Group’s business andconsolidated/non-consolidated financial statements, and resolutions are
made on important issues, which are stipulated in laws and ordinances
and the Articles of Incorporation, such as the appropriation of retained
earnings and election of officers. The Ordinary General Meeting of Shareholders is held once a year.

The Board of Directors is composed of all directors and makes importantmanagement decisions while overseeing the execution of business in accordance with laws and ordinances, the Articles of Incorporation, and theCompany’s relevant rules. In addition, as a company with an Audit andSupervisory Committee, some important business execution decisions
are delegated from the Board of Directors to the directors themselves byresolution of the Board of Directors in accordance with the provisions of
the Articles of Incorporation.

The Audit and Supervisory Committee is composed of Audit and Supervisory Committee members, the majority of whom are outside directors. As
an independent body entrusted by the Company’s shareholders, the Audit
and Supervisory Committee fulfills its roles and responsibilities, including
auditing the execution of duties by directors (excluding directors serving as
Audit and Supervisory Committee members) in accordance with laws andordinances, the Articles of Incorporation, and the Company’s relevant rules.
The Executive Management Board deliberates and passes resolutions
on important matters concerning the Company’s management and thecorporate management of the Group.
The Group Strategy Board deliberates on items mainly concerning Group
growth strategies and important matters pertaining to those items from aGroup-wide perspective in order to achieve sustained improvement in theGroup’s corporate value.
Committees discuss management-related strategies and issues of theCompany or those common to the Group.
Category

Submitting company
Consolidated
subsidiaries
Total

Remuneration for audit
certification services(¥ millions)

Remuneration for nonaudit certification services(¥ millions)

246

14

201

447

8

23

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Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance

Promoting Group Management

As a holding company, T&D Holdings is responsible for making

rate value by maximizing their uniqueness and specializationand its direct subsidiaries are outlined in the table below. The

resources appropriately, and formulating capital strategies. Alongbusinesses in line with their strengths.

operations by clearly defining the roles and authority of thedecisions on Group strategies, allocating Group managementwith this, the Company accurately grasps the management risks
faced by its seven Group companies, including Taiyo Life Insur-

ance Company, Daido Life Insurance Company, and T&D Financial Life Insurance Company in particular as well as T&D United
Capital, T&D Asset Management, Pet & Family Insurance and

All Right (the “directly owned subsidiaries”) and works to build
a Group business management system that ensures thoroughrisk-return management for the Group as a whole.

Meanwhile, the directly owned subsidiaries, with their own

unique business strategies, aim to expand the Group’s corpo-

Corporate Governance Systemthrough determining marketing strategies and operating

The specific roles and responsibilities of the holding company
Roles of the holding company and direct subsidiaries
Roles of the holding company

・Expanding the Group’s corporate value
・Using a strong governance system for the entire Groupmanagement
1. Determining Group strategies
2. Profit and risk management
3. Optimizing the allocation of business resources
4. Determining capital strategies

T&D Insurance Group advances flexible and cohesive Groupholding company and its direct subsidiaries.
Roles of direct subsidiaries

・Expanding business profit

1. Determining marketing strategies
2. Undertaking the business execution of each business unit

As a company with an Audit and Supervisory Committee, wethat business execution decision-making is done in an appro-

The committee scrutinizes the fairness and appropriateness of

Audit and Supervisory Committee, independent of the Board

members who are not involved in business execution closelyplans) and executive compensation to ensure the transparency

have adopted a corporate governance framework in which theof Directors, audits the performance of directors’ duties andprovides oversight. This framework focuses on enhancing thepriate and efficient manner. Audit and Supervisory Committee
coordinate with the internal audit and internal control departments to exercise effective oversight functions over manage-

director appointments and dismissals (including successionof management and improve accountability, thereby reinforcing the corporate governance framework of our company andmanagerial functions (determining management policy andment, thereby establishing a transparent management system.

for making crucial management decisions and overseeing theofficer system to strengthen business execution capabilities.

erate and make decisions on significant matters concerning theimproving the agility and efficiency of business execution.

execution, thereby enhancing the governance function of theto this, we have a Group Strategy Board to consider mattersoverall strategy) of the Board of Directors, which is responsible
execution of business, as well as oversight functions, while also
A majority of the Audit and Supervisory Committee members

are outside directors, and they audit and oversee the Board of

Directors from a neutral and independent perspective to ensure

Additionally, our company has implemented an executive

This system clarifies the responsibilities for oversight andBoard of Directors.

Moreover, we have established a Nomination and Compensa-

tion Committee as an advisory body to the Board of Directors.

the Group as a whole.

We have also set up an Executive Management Board to delib-

management of our company and the Group. Running parallel
related to the Group’s growth strategy and other significant

issues for the purpose of achieving sustainable enhancementof Group corporate value, all from a Group-wide perspective.

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Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance

Composition of Directors and the Board of Directors
The number of directors (excluding directors who are Audit andSupervisory Committee members) of the Company shall be

no more than nine, and the number of directors who are Audit

in the life insurance business, which is the core business of theGroup.

governance.

Furthermore, the Company appoints five outside directors toMoreover, the Company appoints two or more directors

appropriately apply the opinions of individuals with extensive

five, as stipulated by the Articles of Incorporation. The Board oftee members) who concurrently serve at the Company andrate managers, legal experts, accounting specialists, and soknowledge, experience, and skills, and having diverse back-standpoint of facilitating adequate communication and rapid

and Supervisory Committee members shall be no more than
Directors is made up of individuals representing a balance ofgrounds as befitting the expansive range of business domains(excluding directors who are Audit and Supervisory Commit-

its directly owned subsidiaries. This shall be done from thedecision making within the Group while bolstering Group-wide

experience and knowledge in their capacity as outside corpo-

forth to the Group’s management policies and development ofinternal controls and other systems as well as to the oversightof the execution of business.

Shareholders’ Meeting
Appointment, Dismissal
Board of Directors (5 Outside Directors among 12 Directors)

InsideOutsideAppointment, Dismissal
Audit and Supervisory Committee(3 Outside Directors among 5 Committee Members)

Outside, Female

Composition of the Audit and Supervisory Committee

The number of Audit and Supervisory Committee members of the Company is limited to five as stipulated in the Articles of Incorporation, and the majority of them are outside Audit and Supervisory Committee
members. In addition, members include persons with appropriate knowledge of finance and accounting. The Audit and Supervisory Committee consists of all the Audit and Supervisory Committee members.

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Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance
Details of Discussions at the Board of Directors Meeting
As a company with an Audit and Supervisory Committee, we

Key themes discussed at the fiscal 2022 Board of Directors meeting

the Board of Directors to the directors by resolution of theManagement Strategy and Growth
Strategyof Incorporation. By doing so, the Company aims to separate

Finance and Account Settlement

delegate some important business execution decisions from
Board of Directors pursuant to the provisions of the Articles
management and oversight from business execution andfurther strengthen the management functions (deciding on

Shareholder Returns and Dialogue
with Shareholders

management policies and overall strategy) and oversight

Corporate Governance

now able to allocate more time to the deliberation of important

Risk Management

functions of the Board of Directors. The Board of Directors isagenda items such as the Group’s management policies andoverall strategy.

Effectiveness Evaluation of the Board of Directors
To ensure the effectiveness of the Board of Directors as a whole(including the voluntary Nomination and Compensation Com-mittee), the Company conducts an annual performance reviewof the Board of Directors as a whole based on the self-evalua-tions of individual directors. The performance review examines

whether the Board of Directors is functioning appropriately andproducing results, and how the Board of Directors is contributing to increasing the Company’s corporate value over the

medium to long term. Moreover, based on the evaluation of the

Evaluation Procedures
Evaluation Method

Overall Assessmentof the Board of Directors. For objectivity, transparency, and the

Status of Responses to Previous Issues

tions of the Board’s effectiveness using external organizations

Newly Recognized Issues

incorporation of third-party perspectives, we conduct evaluaonce every few years.

• Discussion on Group Capital Management• Sustainability initiatives• Review of strategic shareholdings and the reduction
policy and plans• Dividends and share buybacks• Status of investor relations and shareholder relations
activities• Formulation of operating policies for Shareholders’Meeting• Budget planning and monitoring• Matters related to officers (selection of representative directors, appointment of officers of holdings and directly owned
subsidiaries, etc.)• Evaluation of the effectiveness of the Board of Directors• Impact of the spread of COVID-19 and countermeasures• Internal audit policy and verification of results• Verification of appropriateness of financial results• Summary of discussions of the Nomination and Compensation Committee• Operating status of the internal control system•C ompliance status of the Group

Summary of the evaluation of the effectiveness of the Board of Directors as a whole in fiscal 2022

Board’s effectiveness, etc., we are working toward further en-

hancing the oversight functions and decision-making process• Monitoring of the Group Long-Term Vision• Group-wide Business Portfolio Management• Planning and monitoring of investment in new businesses• Monitoring and future planning of subsidiary businesses

Future Initiatives

For fiscal 2022, we conducted a survey (self-evaluations, etc.) and interviews among the directors to analyze and evaluate theeffectiveness of the entire Board of Directors, including the voluntary Nomination and Compensation Committee.
In the survey, we verified the effectiveness of the Board through multiple-choice answers and written opinions on evaluation
items related to the composition, operation, discussion, and oversight functions, etc. of the Board of Directors. Throughinterviews, we confirmed the evaluation judgement basis of the questionnaire responses as well as issues of the Board of
Directors.

Based on the results of our analysis and evaluation, we confirmed the items below and therefore determined that the Boardof Directors is more or less functioning effectively in terms of its expected role.
・The number of directors and the ratio of outside directors on the Board are generally appropriate
・From the perspective of integrated Group management, there has been further progress in discussions on business portfolios and capital costs
・Governance and oversight of subsidiaries are making progress
・The quality of Board discussions has improved, with more time being devoted to important agenda items
・Progress is being made in sharing the details of dialogue with investors internally and responding to issues

We recognize that steady improvements have been made by addressing the issues identified in the fiscal 2021 evaluation, suchas enriching and deepening discussions on integrated Group management strategies, further promoting integrated Groupmanagement, and improving the structure and creation of materials for better discussions in the Board of Directors, etc.
In terms of issues facing the Board of Directors, we have identified the need for a more diverse Board of Directors in line withthe management strategy, promoting ROE management with consideration for capital costs and capital profitability, andstronger efforts toward advancing Group personnel matters that contribute to human capital improvement.

We will continue to work toward further enhancing the effectiveness of the Board of Directors by addressing the issues identified in this effectiveness evaluation.

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Sustainability Management

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Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance

TOPICS

Discussions with outside directors

1. Information communicated by outside directors
Our outside directors act from an independent standpoint
as representatives of stakeholders, including minority
shareholders, and maintain a suitable level of tension anddistance from our internal directors. Through effective communication, they contribute to enhancing both the oversightfunctions and effectiveness of our Board of Directors, as wellas the growth and improvement of corporate value of ourGroup. Each outside director provides valuable and candid
insights and opinions based on their individual expertiseand experience.
We have been committed to our five-year Group Long-Term
Vision Try & Discover 2025, which was launched in April 2021.
For fiscal 2022, we established the topic of “Group-widebusiness portfolio management” with the aim of broadly
and comprehensively discussing five primary themes. These
themes include strengthening our core business, diversifying
and optimizing our business portfolio, and upgrading ourcapital management and so forth. Throughout the year,

Nomination and Compensation Committee

The Nomination and Compensation Committee scrutinizes thefairness and appropriateness of appointments and dismissalsof our company’s and direct subsidiaries’ directors and executive officers, including succession plan, as well as their execu-

tive compensation. The committee then reports its opinions to
the Board of Directors.

This committee is comprised of the President of our company

the Board of Directors led multiple rounds of concentrated
discussions on issues and countermeasures specific to eachbusiness within our Group in light of the current situation, allfrom a standpoint of improving capital efficiency. Over thecourse of these discussions, our outside directors contributed in a significant manner, offering numerous opinions
and identifying points and issues that warrant deeper
exploration. They provided valuable contributions from an
objective, broad perspective.
Furthermore, we have been actively working on expanding
and developing our closed book business, identified as a
growth area. We have also formed a corporate venture capitalfund for investing in startup companies. The outside directors
have provided effective feedback and suggestions based on
their own expertise, particularly concerning the establishment
and maintenance of a more appropriate management andoversight system for our business investment targets.
In the life insurance industry in FY2022, there was an increase in hospitalization benefits and other payments due tooutside directors. Moreover, the chairman of the committee isselected from among the outside directors by mutual vote of
the committee members.

In fiscal 2022, the Nomination and Compensation Committee

met a total of 14 times.

2. Meetings with outside directors
To further enhance the effectiveness of our Board of Directors and to stimulate richer discussions, we have implemented the following meetings and initiatives.
Advance Boardof Directors
explanations

Discussion
sessions between
Audit andSupervisory
Committee
members andoutside directors

We hold advance explanations and Q&A
sessions for outside directors in relation
to important agenda items, etc.

We hold discussion sessions intended togive our Audit and Supervisory Committee
members and outside directors (excluding
Audit and Supervisory Committee
members) the opportunity to share
information on management issues, risks
faced by the Company, etc.

The main topics discussed by the Nomination and Compensation Committee

For fiscal 2022 were as follows.

Nominations,etc.

and the outside directors. To ensure independence and neu-

trality, a majority of its members are chosen from among thethe spread of COVID-19. However, from both the perspectiveof the impact on company performance and the social mission that life insurance companies should fulfill, statements
and useful suggestions were made from the perspective ofgeneral business companies as well.

Compensation,etc.

・Succession plans for the presidents and outside officers of both our company and direct subsidiaries
・The composition of our Board of Directors
・Selection of director candidates not serving as Audit and Supervisory Committee members, director candidates serving as
Audit and Supervisory Committee members, and director candidates serving as substitute Audit and Supervisory Committee members
・Identification of outside directors to serve on the Nomination and Compensation Committee
・Selection of the chairman for the Nomination and Compensation Committee
・Appointment of director and Audit and Supervisory Board member candidates for direct subsidiaries
・Election of executive officers for both our company and direct subsidiaries
・Evaluation outcomes for directors not serving as Audit and Supervisory Committee members and executive officers forfiscal 2021
・Evaluation outcomes for the representative directors of direct subsidiaries for fiscal 2021
・Executive treatment for our company and direct subsidiaries

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Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance
Skills Matrix

The Three Main Functions of the Board of Directors

The Company will ensure a balance of the necessary expertise and experience in terms of the threemain functions of the Board of Directors to enable the Board of Directors to perform its functions

more effectively. The Company ensures a balance of expertise and experience on the Board of Directors as a whole.

Formulation of
overall strategyfunction

For this reason, we select and appoint outside directors who have experience in corporate man-agement, finance, legal affairs, and other areas outside the Group, and we appoint internal directors
who have expertise and experience appropriate to the broad business domains of the life insurance
business, which is the Group’s core business.

Board of Directors Skills Matrix
Name

Hirohisa Uehara

Masahiko Moriyama

Hotaka Nagai

Naoki Ohgo

Kensaku Watanabe

Naoki Soejima

Mutsurou Kitahara

Takashi Ikawa

Takashi Tojyo

Seiji Higaki

Shinnosuke Yamada

Atsuko Taishido

Position at the Company

Representative Director and President

Representative Director and Senior Managing Executive Officer

Director and Managing Executive Officer

Outside director

Outside director

Director

Nomination andCompensation
Committee●●●

Director (Full-time Audit & Supervisory Committee Member)

Director (Full-time Audit & Supervisory Committee Member)

●

●

●

Expertise and experience particularly anticipated

Capital andfinancial markets●●

Marketing

●

●

●

●

●

●

●

●

●

Outside director (Audit & Supervisory Committee Member)

Outside director (Audit & Supervisory Committee Member)●●

Director

Outside director (Audit & Supervisory Committee Member)

Corporate management
and business strategy

Supervisory
function●●●

Finance andaccounting

Businessmanagement
function

Risk management

Legal affairs andcompliance

●

●

●

●

●

●

●

●

●

●

●

●

●

* The Company utilizes outside knowledge to further improve the functions of the Board of Directors by inviting persons with expertise and experience in fields other than the above to serve as outside members of advisory committees established as necessary in each field (e.g., digital and SDGs),
and by reporting the content of each committee meeting to the Board of Directors.

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Sustainability Management

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Supplementary Materials and Corporate Data

Corporate GovernanceCorporate Governance
The relationship between the Group’s growth strategies and the expertise and experience expected of the Board of Directors andthe reasons for selection of the expertise and experience

In the management policy for the period from FY2021 to FY2025, the Group Long-Term Vision, the Company has set the following primary themes in the Group’s growth strategies. The relationship between the
primary themes in the Group’s growth strategies and the expertise and experience expected of the Board of Directors and the reasons for selection of the expertise and experience are as follows.
Relationship between the Group’s growth strategies and the expertise and experience expected of the Board of Directors
Ⅰ

Ⅲ

Ⅳ

Ⅴ

Expertise and experience(1) Corporate management and business strategy(3) Marketing

Diversification and optimization of business portfolio(1) Corporate management and business strategy(2) Capital and financial markets

Promoting integrated Group management(1) Corporate management and business strategy(3) Marketing

SDGs management and creation of value(1) Corporate management and business strategy(2) Capital and financial markets

Strengthening of core business

Further advancement of ERM (Upgradingof capital management)(2) Capital and financial markets

Reasons for selection of the expertise and experience
Expertise and experience(1) Corporate management and business strategy(2) Capital and financial markets(3) Marketing(4) Finance and accounting(5) Risk management(6) Legal affairs and Compliance(4) Finance and accounting(3) Marketing(5) Risk management(5) Risk management(6) Legal affairs andComplianceⅡ

Primary themes in the Group’s growth strategies(3) Marketing

Reasons for selection

Because a wealth of expertise and experience in overall corporate management and business strategy is necessary to make important management decisions and to formulate
and promote business strategies that contribute to improving corporate value over the medium to long term.
Because a wealth of expertise and experience in finance and capital markets, including corporate finance, is necessary for the appropriate operation of group capitalmanagement, etc.

Because a wealth of expertise and experience in marketing, including branding, is necessary to accurately grasp the business environment and the intentions of stakeholders,
and to continuously provide valuable products and services, etc.

Because a wealth of expertise and experience in finance and accounting is necessary for the preparation of appropriate financial statements and the fulfillment of auditing andsupervisory roles from the perspective of protecting investors and ensuring credibility in the capital markets.
Because a wealth of expertise and experience in risk management is necessary to maintain and increase group corporate value by systematically managing group-wide risks
and avoiding or reducing losses, etc.

Because a wealth of expertise and experience in various legal aspects is necessary to establish an appropriate governance structure and fulfill an effective supervisory role forfair and reliable corporate management.

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Corporate GovernanceSupplementary Materials and Corporate Data

Corporate GovernanceCompensation System◉ Policy related to determining executive compensation, etc. and calculation formulae

outside directors, and directors serving as Audit and Supervisory Committee members), theexecutive compensation, etc.

and performance. Additionally, we offer trust-type stock compensation (not applicable to non-res-

The Basic Policy on Corporate Governance stipulates the Company’s policy related to determining

compensation package consists of a monthly compensation and bonuses that vary based on roles
idents of Japan) utilizing a trust scheme to deliver the Company’s shares.

It is deemed inappropriate to have performance-linked compensation for our part-time direc-◉ Composition of executive compensation, etc.

Our company has designed a compensation system and specific compensation levels to serve

tors, including outside directors independent of the Company’s business execution, and directors

value enhancement of our Group. For our directors (excluding part-time directors, which includes

amount of compensation.

as healthy incentives for the medium- to long-term performance improvement and corporate

serving as Audit and Supervisory Committee members. Thus, these positions receive a fixedMonthly compensation and bonuses

Trust-type stock compensation

Variable according to roles andbusiness performance

Linked to the Company’s share price

The Board of Directors has adopted a resolution indicating that the amount of monthly
compensation and bonuses are set within the amount determined in accordance with aresolution of the Shareholders’ Meeting, based on the compensation table determined by the
Board of Directors and the amount calculated based on individual officer evaluations, and are
finalized by the Director and President after consultation with the representative directors*.

• A compensation system that can work as an incentive for the Group to enhance its businessperformance and corporate value over the medium to long term, and to promote the sharingof an awareness of common interests with shareholders.
• Stock and cash are delivered based on the number of points granted, commensurate withexecutive ranking, within the limit established by the resolution of the Shareholders’ Meeting.

* I n order to further improve the fairness and appropriateness and management transparency regarding the policy related to determining calculation formulae for individual officer compensation, etc.,
the Company revised this policy on May 31, 2023, and for monthly compensation, bonuses to be paid after June 29 of the same year and individual evaluations, the Nomination and Compensation
Committee deliberate and report its opinion to the Board of Directors, which passed a resolution at a meeting.

◉ Calculation method for Company performance assessment and evaluation of the division in charge

A weighted average is used for the evaluation weightings forboth the Company performance assessment and the evalua-tion of the division each officer is in charge of, based on criteria
set by the Board of Directors according to the responsibilitiesof each role. Note that the Representative Director’s evaluation
weighting for the Company performance assessment is 100%.

Calculation method
Assessment ofCompany

performance
Evaluation of thedivision in charge○ To clarify the assessment according to how much progress has been made on achieving company targets, total share-

holder return (TSR) is used as a benchmark to assess the company’s performance, alongside a number of other performance indicators stipulated based on the mid- to long-term management strategy.

○ For performance indicators, a coefficient according to the achievement rate for each item is multiplied to yield a score.
○ A score for the division an individual officer is in charge of is calculated based on how much progress has been made onachieving divisional targets.

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Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance◉ Key performance indicators of Company performance assessment ＜Performance-linked indicator＞ (FY2022)
Key performance indicators of Company performance assessment are as follows.

For finance performance indicators, we evaluate the single fiscal year target achievement ratio and progress toward the achievement of the target in fiscal year 2025 based on the Group’s long-term

vision established in fiscal year 2021.

(i) Single fiscal year evaluation items【evaluation weightings：50%】

The single fiscal year target achievement ratio was evaluated toward the achievement of the target in
FY2025.

Group adjusted profit

Value of new businessGroup adjusted profit

Value of new business

Target in FY2025¥200.0 billion¥105.6 billion¥168.4 billion

Evaluation criteria, etc.

Total shareholder return(TSR)¥130.0 billion

Single year target(iii) Market evaluation items【evaluation weightings：10%】

Actual¥90.2 billion

Achievement ratio¥167.0 billion(ii) Medium- and long-term evaluation items【evaluation weightings：30%】

Actual TSR performance is 112.0% over five years.
Note: TSR is calculated as follows:• Five years: (Share price on March 31, 2023 + cumulative total of dividends per share from FY2018 to FY2022) / share price on March 31, 2018

85.4%
99.2%
(iv) ESG evaluation items【evaluation weightings：10%】

These items were evaluated based on progress as an evaluation criterion for the achievementof the target in FY2025.
Adjusted ROE
ROEV

Target in FY2025

Actual adjusted ROE is 7.6%. Actual ROEV is 2.9% in FY2022.

8.0%
7.5%

TSR is calculated, taking into account factors such as the deviation
rate between the actual result and the listed life insurance company as the benchmark.

Customer satisfaction level

Employee satisfaction level

Reduction of CO2 emissions

Evaluation criteria, etc.

• The status of achievement of these items areevaluated based on the levels of these items in theprevious fiscal year as the evaluation criteria.

The results of the customer satisfaction level and the employee satisfaction level have achieved or exceeded the levels of the previous
fiscal year. CO2 emissions have been reduced by 6.5% compared to the level of the previous fiscal year.

◉ Reflecting Assessment of Company performance in Executive Compensation for Direct Subsidiaries

We conduct Assessment of Company performance with the primary aim of ascertaining whether our company and our direct subsidiaries are managing their operations in line with the Group’s strategic goals. The
objective is to contribute to a stable and sustainable improvement in the corporate value of the Group as a whole.

The method we use for calculating individual executive compensation, etc. amounts for the directors of our direct subsidiaries is consistent with these corporate performance evaluations for each direct subsidi-ary, as determined by our Board of Directors.

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80

Supplementary Materials and Corporate Data

Corporate GovernanceCorporate Governance◉ Payment ratios by type of compensation

In terms of our compensation composition for directors, we assign ratios to

For monthly compensation, the ratio fluctuates either negatively or posi-

performance-linked compensation (monthly and bonuses) and trust-type

tively by roughly 5% based on a standard assessment according to the indi-

towards boosting the Group’s medium- to long-term earnings and enhancing

positively by roughly 40% based on a standard assessment according to thestock compensation so the system can function as a sound incentive geared

Category
Directors not serving as Audit and Supervisory
Committee members (excluding outside directors)

Directors serving as Audit and Supervisory Committee
members (excluding outside directors)

Outside directors not serving as Audit and Supervisory
Committee members

Outside directors serving as Audit and Supervisory
Committee members

Total

Monthly compensation, etc.

Persons receiving
compensation
6

Amount(¥ millions)123

individual officer evaluation.

Performance-linked compensation(bonuses)

Performance-linked
compensation

14% to 21%(monthly compensation)

Reserve for bonuses

Persons receiving
compensation
3

Amount(¥ millions)40

Trust-type stock compensation, theBoard Incentive Plan (BIP) Trust

Persons receiving
compensation
3

Amount(¥ millions)42

57% to 74%

Total compensation

Persons receiving
compensation
6

Amount(¥ millions)

207

4

79

0

—

0

—

4

79

3

22

0

—

0

—

3

22

4

37

0

—

0

—

4

37

17

10% to 22%

vidual officer evaluation. For bonuses, the ratio fluctuates either negatively or

corporate value.

Total amounts of compensation by officer category and compensation type

Trust-type stock compensation

263

3

40

3

42

17

346

1. Monthly compensation and reserve for bonus for Directors who are not Audit and Supervisory Committee Members (excluding part-time Directors (includes Outside Directors) are performance-linked compensation and trusttype stock compensation is non-monetary compensation. For Directors who are not Audit and Supervisory Committee Members (excluding part-time Directors (includes Outside Directors)) (four Directors), performance-linked
compensation is a total of ¥145 million and non-monetary compensation, etc. is a total of ¥42 million.
2. Regarding the number of individuals who have received compensation, etc. and the total amounts, these figures include one director not serving as an Audit and Supervisory Committee member, who retired at the conclusion of the
18th Ordinary General Meeting of Shareholders on June 28, 2022. They also include three directors serving as Audit and Supervisory Committee members and one director not serving as an Audit and Supervisory Committee member,
who resigned on September 15, 2022. As of the end of this fiscal year, we have seven directors not serving as Audit and Supervisory Committee members and five who are.
3. The amount of trust-type stock compensation shows the recorded amount of expenses related to the points granted during the fiscal year ended March 31, 2022, based on the executive compensation system.
4. In addition to the above, the Company paid ¥1 million that was not included in reserve for bonus to directors and Audit and Supervisory Committee members recognized in fiscal year 2021 as a bonus to one resigned Director who is
not an Audit and Supervisory Committee Member.
5. There is no compensation, etc. received by Outside Directors from the Company’s parent company, etc.
6. Compensation for individual officers is not stated because no officer received total consolidated compensation of ¥100 million or more.

◉ Process for determining compensation◉ Maximum amount of compensation for directors, etc. after the transition to a com-changes relating to executive treatment at the Company or direct subsidiaries and offers its opinions to the

The maximum amount of compensation for directors, etc. was determined at the 16th Ordinary

The Nomination and Compensation Committee deliberates items regarding important decisions orBoard of Directors. The amount of monthly compensation and bonuses is determined based on individual
evaluations of officers decided through deliberations by the Nomination and Compensation Committee
and the compensation table, etc. determined by the Board of Directors.
Appropriateness of compensation levels

The amount of compensation for directors, etc. is determined based on consideration of the responsibilities
of directors, etc. as well as various other circumstances, such as the recent economic situation.

With regard to the level of compensation, the Company participates in several surveys on executive com-pensation conducted by external research organizations to verify the appropriateness.

pany with an Audit and Supervisory Committee

General Meeting of Shareholders held on June 25, 2020, as shown below.
Maximum amount of compensation, etc.

AmountDirectors not serving as Audit and Supervisory Committee members¥450 million per year

Directors serving as Audit and Supervisory Committee members¥150 million per year

Outside directors included in the above

Maximum amount of funds to be contributed to the trust for trust-type
stock compensation (determined based on a resolution of the Ordinary General Meeting of Shareholders passed every three fiscal years)

Directors not serving as Audit and Supervisory Committee members

Maximum total number of points to be granted under trust-type stockcompensation

Directors not serving as Audit and Supervisory Committee members¥40 million per year
Amount¥500 million

Points215,000 points per fiscal year

* Number of eligible directors as of the end of the 16th Ordinary General Meeting of Shareholders

Number of
persons*92
5

Number of
persons*4

Number of
persons*4

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Corporate GovernanceSupplementary Materials and Corporate Data

Corporate Governance
Succession Plan

◉ Succession Plan Formulation and Implementation◉ Development of Successor Candidates and Future Group Management Talent

our Group, and ensuring the stable continuation of business, our Board of Directors oversees thecompany and the three life insurance companies, as well as future Group management talent forWith an eye on the sustained growth and medium- to long-term corporate value enhancement of
formulation and implementation of succession plan for the presidents of our company and thethree life insurance companies that constitute our Group’s core business.

Our Nomination and Compensation Committee, the majority of whose members are outside

directors, takes part in the formulation and implementation of succession plan, ensuring objectivity, timeliness, and transparency in the succession nomination process.

In a concerted effort to systematically nurture successor candidates for the presidencies of ourthe Group, we undertake various initiatives that include rotation of executives and employees

within the Group, dispatching individuals to external executive training programs, and conducting
interviews with our outside directors.

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Board of Directors

Management Organization

Representative Director and President

Hirohisa Uehara

Apr 1984	Joined Taiyo LifeFeb 2005	Director of T&D Asset Management
Apr 2011	Executive Officer of T&D Holdings
Apr 2012	Director of T&D Financial LifeApr 2014 Executive Officer of Taiyo LifeJun 2014 Director and Executive Officer of Taiyo LifeApr 2015	Director and Managing Executive Officer of Taiyo LifeApr 2016	Director and Senior Managing Executive Officer of Taiyo LifeApr 2017	Director of Taiyo LifeApr 2017 Executive Vice President of T&D Holdings
Jun 2017	Director of T&D Financial LifeJun 2017	Representative Director and Executive Vice President of
T&D Holdings
Apr 2018 Representative Director and President of T&D Holdings (current)
Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2

56,70016 / 16

Representative Director and Senior Managing Executive Officer
In charge of Group Planning Department
Vice in charge of Internal Auditing Department

Masahiko Moriyama

Apr 1989	Joined Daido LifeApr 2016	Executive Officer of Daido LifeApr 2019	Managing Executive Officer of Daido LifeJun 2019	Director and Managing Executive Officer of Daido LifeApr 2022	Director of Daido Life (current)
Apr 2022 Senior Managing Executive Officer of T&D Holdings
Jun 2022	Director and Senior Managing Executive Officer of
T&D Holdings
Oct 2022 Director of All Right (current)
Jun 2023	Representative Director and Senior Managing Executive Officer
of T&D Holdings (current)
Significant concurrent positions
Director of Daido Life
Director of All Right

Reasons for selection
Mr. Masahiko Moriyama has business experience within the Group
including sales, products, planning, and systems. He is expected to fulfill
the roles mainly of supervising key management decisions and theexecution of business by utilizing his extensive management knowledge
and experience in the Group’s holding company and insurance company,
which includes being in charge of corporate planning.

Apr 1997	Registered as an Attorney
Apr 1997	Joined Okazaki, Ohashi & Maeda (now Tokei Partners)
Jan 2006 Partner of Tokei Partners (current)
Jun 2016 Audit & Supervisory Board Member of T&D Financial LifeJun 2020 Director of T&D Holdings (current)
Significant concurrent positions
Attorney

Reasons for selection
Mr. Kensaku Watanabe possesses significant expertise and extensive
insight as an attorney at law specialized in corporate legal affairs. He is
expected to fulfill the roles mainly of supervising key management
decisions and the execution of business from the perspective of protecting
general shareholders by utilizing this knowledge and experience.

Number of the Company’s shares held*
Attendance to the Board of Directors’ meetings*2
1

14,30013/13

Director (part-time)

Kensaku Watanabe

1,000
16/16

ERM

Corporate Governance82

Supplementary Materials and Corporate Data(as of August 31, 2023)

Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2

Director (outside director, part-time)

Sustainability Management

Apr 1981 Joined Taiyo LifeApr 2009 Executive Officer of Taiyo LifeApr 2011 Managing Executive Officer of Taiyo LifeJun 2011 Director and Managing Executive Officer of Taiyo LifeApr 2014	Representative Director and Senior Managing Executive Officer of
Taiyo LifeApr 2016	Representative Director and Executive Vice President of Taiyo LifeApr 2019 Representative Director and President of Taiyo Life (current)
Jun 2019 Director of T&D Holdings (current)
Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2

Director (outside director, part-time)

Naoki Ohgo

Hotaka Nagai

Apr 2002 Joined Daido LifeApr 2015 Executive Officer of T&D Holdings
Apr 2017 Managing Executive Officer of T&D Financial LifeJun 2017 Director and Managing Executive Officer of T&D Financial LifeApr 2020	Director and Senior Managing Executive Officer of
T&D Financial LifeJun 2021 Director of T&D Financial Life (current)
Jun 2021 Managing Executive Officer of T&D Holdings
Jun 2022 Director of T&D Asset Management (current)
Jun 2023 Director and Managing Executive Officer of T&D Holdings (current)
Significant concurrent positions
Director of T&D Financial Life
Director of T&D Asset Management

Reasons for selection
Mr. Hotaka Nagai has operational experience within the Group including
planning and business management. He is expected to serve his role in making
key management decisions and supervising the execution of operations,leveraging his wealth of knowledge and experience relating to the managementof insurance holding companies, insurance companies, which includes being incharge of financial strategy and accounting.

Number of the Company’s shares held*
Attendance to the Board of Directors’ meetings*2
1

14,500—

Apr 1985 Joined McKinsey & Company, Inc.
Jul 1999 Partner of McKinsey & Company, Inc.
Jul 2005 Executive Officer of GE Consumer Finance K. K.
		 (current Shinsei Financial Co., Ltd.)Aug 2008 Representative Director of Root F Co., Ltd. (current)
Jun 2017 Director of T&D Holdings (current)
Significant concurrent positions
Representative Director of Root F Co., Ltd.
Director of Orient Corporation

Reasons for selection
Mr. Naoki Ohgo possesses advanced expertise and a wide range
of knowledge gained through his tenure as a partner in a foreign
consulting firm, followed by his current position of Representative
Director of Root F Co., Ltd. where he utilizes his global perspective
and high level of insight to provide consulting services mainly in thefinancial field. He is expected to fulfill the roles mainly of supervising
key management decisions and the execution of business fromthe perspective of protecting general shareholders by utilizing thisknowledge and experience.

Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2

4,000
16/16

Director (part-time)

Naoki Soejima

Significant concurrent positions
Representative Director and President of Taiyo Life

Director and Managing Executive Officer
In charge of Financial Strategy
Department and Accounting Department

23,51016/16

Mutsurou Kitahara

Apr 1982 Joined Daido LifeApr 2010 Executive Officer of Daido LifeApr 2013 Managing Executive Officer of Daido LifeJun 2013 Director and Managing Executive Officer of Daido LifeApr 2015 Managing Executive Officer of T&D Holdings
Apr 2016	Director and Senior Managing Executive Officer ofDaido LifeApr 2017 Senior Managing Executive Officer of T&D Holdings
Jun 2019	Representative Director and Senior Managing Executive Officer ofDaido LifeApr 2020	Representative Director and Executive Vice President of Daido LifeApr 2021	Representative Director and President of Daido Life (current)
Jun 2021 Director of T&D Holdings (current)
Significant concurrent positions
Representative Director and President of Daido Life

Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2

38,000
16/16*1 As of March 31, 2023
*2 FY2022

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ERM

Corporate GovernanceSupplementary Materials and Corporate DataManagement Organization (as of August 31, 2023)
Directors who are Audit and Supervisory Committee Members

Director (Audit and Supervisory Committee Member(Full-Time))

Director (Audit and Supervisory Committee Member(Full-Time))

Takashi Ikawa

Apr 1985 Joined Daido LifeApr 2012 Executive Officer of Daido LifeApr 2016 Managing Executive Officer of Daido LifeJun 2017 Director and Managing Executive Officer of Daido LifeApr 2020 Managing Executive Officer of T&D Holdings
Apr 2021	Director and Senior Managing Executive Officer of Daido LifeApr 2021 Senior Managing Executive Officer of T&D Holdings
Jun 2022	Audit & Supervisory Board Member of T&D United Capital (current)
Jun 2022	Director (Audit and Supervisory Committee Member)of T&D Holdings (current)
Significant concurrent positions
Audit & Supervisory Board Member of T&D United Capital

Reasons for selection
Mr. Takashi Ikawa has business experience within the Group including asset
investment and accounting, and he has considerable expertise in financeand accounting. He is expected to fulfill the roles mainly of auditing andsupervising key decisions and the performance of duties by directors notserving as Audit and Supervisory Committee members by utilizing his
extensive knowledge related to business operations and his experience in theGroup’s holding company and insurance company, which includes being incharge of risk management and internal auditing units.

Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2
Attendance to Audit and Supervisory Committee meetings*2

63,600
13/13
12/12

Takashi Tojyo

Apr 1986 Joined Taiyo LifeApr 2017 Executive Officer of Taiyo LifeApr 2021	Executive Officer of T&D Holdings
Apr 2021 Director of Pet & Family Insurance
Jun 2021 Director of T&D United CapitalJun 2022 Director (Audit and Supervisory Committee Member) of
		 T&D Holdings (current)

Reasons for selection
Mr. Takashi Tojyo has business experience within the Group including asset
investment and legal affairs, and he has considerable expertise in financeand accounting. He is expected to fulfill the roles mainly of auditing andsupervising key decisions and the performance of duties by directors notserving as Audit and Supervisory Committee members by utilizing his
extensive knowledge related to business operations and his experiencein the Group’s holding company and insurance company, which includes
being in charge of risk management units.

Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2
Attendance to Audit and Supervisory Committee meetings*2

14,50013/13
12/12

Director (Audit and Supervisory Committee Member)(outside director, part-time)

Director (Audit and Supervisory Committee Member)(outside director, part-time)Apr 1975 Joined The Daiwa Bank, Ltd. (current Resona Bank, Ltd.)Jun 2003 Executive Officer of Resona Bank, Ltd.
Jun 2005 Executive Officer of Resona Holdings, Inc.
Jun 2006 Director of Resona Holdings, Inc.
Jun 2007	Director, President and Representative Executive Officer ofResona Holdings, Inc.
Apr 2009	Representative Director and Executive Officer ofResona Bank, Ltd.
Jun 2011 Director and Vice Chairman of Resona Bank, Ltd.
Apr 2013 Director of Resona Holdings, Inc.
Jun 2013 Chairman of Resona Research Institute Co.,Ltd.
Jun 2018 Director of T&D Holdings
Jun 2020	Director (Audit and Supervisory Committee Member) of
T&D Holdings (current)

Oct 1983 Joined Asahi Accounting Company
		 (current KPMG AZSA LLC)
Mar 1987 Registered as a Certified Public Accountant
Jul 2010 Partner of KPMG AZSA LLC
Jul 2010	Executive Board Member of The Japanese Institute of Certified
Public Accountants
Jun 2020	Director (Audit and Supervisory Committee Member) of
T&D Holdings (current)

Seiji Higaki

Reasons for selection
Having served as a director, president and representative executive
officer of a bank holding company and as a representative director andexecutive officer of a bank, Mr. Seiji Higaki has a wealth of knowledge andexperience in corporate management. He is expected to fulfill the roles
mainly of auditing and supervising key management decisions and theperformance of duties by directors not serving as Audit and Supervisory
Committee members from the perspective of protecting generalshareholders by utilizing this knowledge and experience.

Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2
Attendance to Audit and Supervisory Committee meetings*2

Shinnosuke Yamada

Significant concurrent positions
Certified public accountant
Audit & Supervisory Board Member of EXEO Group, Inc.
Audit & Supervisory Board Member of RAKUTEN BANK LTD.

Reasons for selection
Mr. Shinnosuke Yamada possesses significant expertise and extensive
insight as a certified public accountant. He is expected to fulfill theroles mainly of auditing and supervising key management decisions
and the performance of duties by directors not serving as Audit andSupervisory Committee members from the perspective of protecting
general shareholders by utilizing this knowledge and experience.
Number of the Company’s shares held*1
1,600
Attendance to the Board of Directors’ meetings*2
16/16
Attendance to Audit and Supervisory Board meetings*2
18/18

2,100
16/16
18/18

Director (Audit and Supervisory Committee Member)(outside director, part-time)

Atsuko Taishido

Oct 2001	Registered as an Attorney
Oct 2001	Joined Mori Sogo Law Offices (current Mori Hamada & Matsumoto)Jan 2010 Partner of Mori Hamada & Matsumoto (current)
Jun 2022	Director (Audit and Supervisory Committee Member) of T&D
Holdings (current)
Significant concurrent positions
Attorney
Audit & Supervisory Board Member of Pigeon Corporation

Reasons for selection
Ms. Atsuko Taishido possesses significant expertise and extensive insightas an attorney at law specialized in corporate legal affairs. She is expected
to fulfill the roles mainly of auditing and supervising key management
decisions and the performance of duties by directors not serving as Audit andSupervisory Committee members from the perspective of protecting generalshareholders by utilizing this knowledge and experience.

Number of the Company’s shares held*1
Attendance to the Board of Directors’ meetings*2
Attendance to Audit and Supervisory Committee meetings*2

0
11/13
10/12

83

*1 As of March 31, 2023
*2 FY2022

Try＆Discover

Introduction

Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Stakeholder Engagement

The Group proactively engages in dialogues with all of its stakeholders as set out in the T&D Insurance Group CSR Charter (see “4. Communication”). By taking every possible opportunity to interact, theCompany and each Group company collect the opinions of policyholders, sales agents, and other stakeholders and apply them to their respective business management.
Means ofInteraction•Shareholders’Meetings•Financial results
briefings•One-on-one
meetings for institutional investors•Publication ofshareholder
newsletters, etc.

Stakeholder Relations

T&D Holdings conducts highly communicative investor relations (IR) activities based on the principle that its top management is responsible for all IR statements.
In addition to regular financial results meetings for institutional investors and analysts, the Company holds briefings with a focus on themes that include closed book business and ESG.
The Company holds one-on-one meetings with investors in Japan and overseas, and broadly shares views obtained through dialogues with the management and employees of the Group.
The Company also publishes corporate information in a timely manner through its IR website and has been rated highly by external assessment organizations

Number of interviews conducted
Total 305
Number of participating officers: 99 companies
Number of participating IR departments: 206 companies

Activities conducted in FY 2022
• Financial results conference calls (four times) .................. IR responsible officers provided an overview of the financial results.
• IR Meetings (two times) ....................................................... The president explained the progress on the Group Long-Term Vision• IR Day (two times) ............................................................... 1) The presidents of our major subsidiaries, Taiyo Life and Daido Life, explained their respective business strategies.

2) T he CEO of Fortitude, a company we are investing in, talked about the closed book business (conducted concurrently with an
IR Meeting).
• Presentations for individual investors (two times) ........... Conducted both online and in-person by IR responsible officers.
• Conferences sponsored by securities firms (four times). . One-on-one meetings were held between the officers responsible for IR and the participants

Shareholders
andInvestors

Main contents of dialogue
Our top management and other members of the management team, as well as our IR department, have actively communicated with shareholders and investors both domestically andinternationally through various briefings and one-on-one meetings and have received a wealth of feedback from our shareholders and investors as a result. These opinions are regularly
fed back to our Board of Directors and have been incorporated into numerous initiatives in FY 2022. Specifically, we have restructured our policy on shareholder returns and accelerated
the reduction of strategic shareholding.
We continue to hold IR Day events that focus on themes of particular interest to our shareholders and investors, and based on the feedback received, we are intensifying our disclosure
efforts primarily in the following areas.
• Disclosing not only the actual payment results, but also forecasts for the fiscal year due to the surge in payments related to COVID-19•D isclosing both the balance of our currency hedges and the fluctuations in our foreign currency-denominated bonds given that costs for currency hedging costs are increasing• Sharing our understanding of the issues as well as future initiatives to improve the P/EV ratio• Disclosing profits by new policy duration in the EV calculations for our major subsidiaries, as well as IRR/the time frame for reaching profit, given that life insurance involves longterm policies• Disclosing the breakdown of profits related to the closed book business* Results current as of the IR Meeting held in May 2023

Evaluations by External Assessment Organizations
・2022 Internet IR Award (Daiwa Investor Relations Co. Ltd.)
Evaluated 3,996 listed companies* Selected as one of 133 winners of the Commendation Award
・FY2022 All Japanese Listed Companies’ Website Ranking (Nikko Investor Relations Co., Ltd.)
Evaluated all 3,926 listed companies* Selected as one of 207 companies with grade AAA websites in the Overall Ranking for the sixth consecutive year
* The number of evaluated companies differs depending on the timing of surveys, etc.

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Try＆Discover

Introduction

Strategies to Realize the Group’s Corporate Philosophy

Sustainability Management

ERM

Corporate GovernanceSupplementary Materials and Corporate Data

Stakeholder Engagement
Means ofInteraction

Customers

Employees

Agents andTie-upOrganizations

Protecting theEnvironment
and Contrib-

uting to Local
Communities

Stakeholder Relations•Customer feedback•Customer surveys•Customer meetings•Service Quality
Improvement Committee•Service Supervision
Committee, etc.

The Group has set up many points of contact with its customers, including sales representatives, agents, call centers and the Internet, as well as a new policy procedures survey that focuses on the attitudes of sales representatives and the understandability of application forms and other documents and customer satisfaction surveys, giving the Group access to a wide
range of customer feedback. A committee has also been established to improve customer satisfaction, and the Group incorporates the opinions of outside committee members, including
attorneys and experts in consumer issues, in its management.

•Training programs•Business partner
meetings•Proposal of welfare
systems for companies and organizations, and otherservices

High-quality support is provided for agents by giving sales agents their own e-learning materials to help them acquire broad knowledge on the compliance and insurance business, aswell as by conducting training for sales staff mainly to enhance sales skills and improve presentation skills. In addition, business reporting meetings are held with tie-up organizations andagents to report the latest business developments and to hear their views on the Group’s business operations.

•Education andtraining•Human rights
training•Group IR Activities•Employee awarenesssurveys•Dialogues and consultations with labor
unions•An internal reporting
system, etc.

Education and training are provided through on-the-job training and group training, and through support for self-education efforts. The Group also conducts human rights awarenesstraining that addresses discrimination, harassment and other issues as a way of deepening employees’ understanding of the importance of respecting human rights. Awareness surveys
are conducted to collect information on employee opinions and requests regarding job satisfaction and enhancing motivation. Through dialogues with its labor unions, the Group has anopportunity to discuss a wide range of subjects, including management policies, wages, working hours, leave, human resource systems and benefits.

•The UN Global Compact (UNGC)•Principles for Financial Action for the
21st Century•Participation in theJapan Association for
the United Nations
Environment Programme (UNEP)•Support for the Japan Down Syndrome
Society•Implementing
Forests of Taiyo Life
activities•Supporting activities by The Nature
Conservation Societyof Japan, etc.

The Group participates in the UN Global Compact, Principles for Financial Action for the 21st Century, and other initiatives. It also exchanges views in a wide range of areas through study
groups and dialogues with participating companies. Furthermore, the Group has opportunities to understand stakeholders’ expectations toward enterprises and to explore possibilities
for the Group’s contribution through support for and participation in the activities of NPOs active in each field.

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