Corporate GovernanceOutside Director Roundtable

Achieving the Group
Long-Term Vision— Expectations for a new T&D Insurance Group —Outside director

Naoki Ohgo

Outside director

Seiji Higaki

Outside director

Outside director

Haruka Matsuyama

Kensaku Watanabe

Outside director

Shinnosuke Yamada

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Formulating the Group Long-Term VisionMatsuyama

HigakiWe outside directors were informed of the formulation and thedetail of the Group Long-Term Vision from a very early stage,
and we also participated in the deliberations and gave our opinions. The emphasis was on strengthening the existing businesses that have always been important to us while incorporating
new challenges. For this Group Long-Term Vision, I believe that
the T&D Insurance Group has been able to formulate, perhaps

So far, our Group governance has not functioned well enoughto achieve the things that Ms. Matsuyama and Mr. Ohgo talked
about. In formulating the Group Long-Term Vision, it was a big
step forward that we approached governance of the Group asa whole, which is the fundamental issue of the Group. I believethat group governance is about how society, investors, andcompanies can engage in dialogue to resolve issues that comefor the first time, a growth strategy that is very new. It’s a fact thatthe life insurance business is facing a very difficult environment
in the midst of Japan’s declining birthrate and aging society.
Under such an environment, we will need to identify the areas inwhich we will take on new challenges in search of new growth.
At the same time, we will need to control newly arising risks inthose new areas that will require different know-how and risk
management than what the life insurance business has faced up
to now. As an outside director, I’ve expressed many opinions onthese points.

to light and enact reforms in an organic manner. In that sense,
how to improve group governance is the most important point,
and I’ve spoken out on this during the formulation of the Group
Long-Term Vision. Because life insurance is a regulated industry
and is protected by law in some respects, I expressed my opinion by focusing on how an ordinary business company would
think about and approach these issues.

Ohgo
As Ms. Matsuyama said, I think relying solely on the domestic
life insurance business limits what we can achieve. Until now, theT&D Insurance Group has been unable to break its shell to reach
new sources of growth. In Group Long-Term Vision, we started
an initiative to explore closed book business and new areas
utilizing health-related data as new growth opportunities. Eachof these new businesses is starting to sprout, and the prospects
are looking very good. Especially, what to do with the closed
book business was a very big concern. Today, around the world,
the industry is taking another look at the life insurance businessand considering how to reorganize the liability of insurance andannuities, so it was a good move that we were able to enter theclosed book business early enough. In cases where the Group is
taking a minority interest, the insurance liabilities are mainly due
to life insurance and annuity contracts, which I don’t think willfluctuate that much. That being said, I’ve expressed my opinions
on how to look at operational risks and how they may affect therisks of the Group management as a whole.

Watanabe
I agree that the whole point is, as a listed company, that theGroup has chosen the market and is aiming for growth. Before
formulating this Group Long-Term Vision, there was a discussion
about whether the interests of policyholders and those of shareholders might conflict in some areas. However, for this Group
Long-Term Vision, while keeping this issue in mind, we were able
to return the discussion back to the basic starting point, which isthe fact that we as a Group have chosen to compete and grow inthe stock market.

Matsuyama
The strategies and goals of the T&D Insurance Group do notalways coincide with the interests of the individual life insurancecompanies within the Group. For example, from the perspectiveof an individual life insurance company, allocating its own management resources, such as its top talent, to some new businessof the holding company may appear to be a negative in the
short run. However, in the long run, increasing the presence of
the T&D Insurance Group as a whole will definitely benefit thebusinesses of Taiyo Life and Daido Life. In the past, the life insurance companies assumed that developing their own businesses

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Corporate GovernanceOutside Director Roundtable

YamadaThe T&D Insurance Group has been able toformulate, perhaps for the first time,a growth strategy that is very new.
— Director Matsuyama

would contribute to the Group. However, now we should go
one step further and make all executives and employees at theGroup’s life insurance companies more aware that looking at theGroup as a whole will lead to the growth of their own businesses
in the long run. I believe this was well emphasized in the formulation of the Group Long-Term Vision this time.

Higaki
The Group is a public company, not a mutual company, so it has
shareholders among its stakeholders. A mutual company focuseson providing excellent insurance products and services to policyholders, but a public company must do more than that. We mustalso provide value to our shareholders. That makes it important
to steadily create new sources of revenue. I believe the recognition that more of this needed to be done is what drove President
Uehara’s sense of urgency to accelerate this shift by transitioning
to a Company with an Audit and Supervisory Board. I agree withthis idea, which is why I’ve taken on the role of chairman of the
Audit and Supervisory Board. In other words, President Uehara’s
sense of urgency is appropriate, and it’s our mission as outside
directors to act on it.

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Due to the COVID-19 pandemic, uncertainty has increased,
and we are now said to be in the era of VUCA, which stands forvolatility, uncertainty, complexity, and ambiguity. It’s precisely
at times like this that it’s important for us as a listed company
to show all of our stakeholders what the Group should be, andthat’s why I’ve been involved in formulating the Group LongTerm Vision. In the life insurance business, which takes a superlong-term perspective, indicators based on economic value arethought to better represent the actual state of a company. On
the other hand, it’s also true that many companies today tend to
focus on corporate accounting profits and believe that a goodturnover of capital from the perspective of ROE management
is an important indicator for evaluating a company. I thought it
was important to show how to strike a balance between both
approaches with a future-oriented perspective in the Group
Long-Term Vision. We also took into account the increasing
importance of demonstrating our commitment to the SDGs and
ESG as a member of society. In the Group Long-Term Vision,both financial and non-financial KPIs are presented in concrete
numbers, and I believe the fact that we were able to come up
with target values for 2025 through repeated discussions within
the Group signals a very clear vision to the market.

It is our role to closely monitor and support
the progress of capital efficiency,
which is a challenge.
— Director Ohgo

Changes at the T&D Insurance GroupOhgo
In the Group Long-Term Vision, the term “capital efficiency” isused, marking the first time we have consciously considered theefficiency of capital. Our performance appraisals too are now
focused on capital efficiency, so I think our mindset has changedin this respect. The next challenge is whether we can really reallocate management resources in line with capital efficiency, andour role will be to monitor and encourage progress on this front
next year and the year after that.

YamadaI also agree that it’s important to explicitly track the efficiency
of capital, especially when that capital is the capital of the T&D
Insurance Group. We are a large Group with approximately ¥17
trillion in assets, and I believe increasing the Group’s earnings
through efficient management will lead to increased corporate
value. To that end, it’s important for all Group executives andemployees to row in the same direction and play an active rolein their respective positions.

WatanabeOn this occasion, we also rewrote T&D Insurance Group’s management vision. In the story to unpack the vision, there’s a linethat asks, “Can we really say that today’s insurance answers suchturbulent change?” Although it says “insurance,” in this case“insurance” really means “T&D Insurance Group.” In short, thisis asking ourselves whether we are responding to the changes insociety today. It requires a change in the mindset of executives
and employees, including the management team, and if thismindset can be instilled, I’ve no doubt that even greater transformation can be achieved.

HigakiIt seems that a corporate culture of addressing social issues
directly and firmly is taking root, especially among younger employees. I believe that corporate management starts by listening
to the voices of a wide range of stakeholders with sincerity. The
SDGs are a technical tool for addressing social issues, and if
there’s no motivation to improve or reform, various initiatives
may get implemented but will not go any further. As an outside
director, it’s my role to supervise this process. From my perspective as a former banker, insurance companies are lucky that,

I thought it was important to show how to
strike a balance between the “economic
value base” and “financial accounting base”
approaches in the Group Long-Term Vision.
— Director Yamada

unlike ordinary companies, they get to operate in a regulatedindustry within the framework of various rules set by the national
government. I believe the Company needs to continue to hearoutside voices and to understand the differences in awarenesswith the public that arise from these perspectives.

MatsuyamaCompared to 2013 when I became a director, the mindsetof executives and employees has changed considerably. Itshows how deeply the sense of urgency has penetrated theCompany. Financial institutions are currently facing a serious
crisis. Competitors from outside the insurance industry, such as
FinTech and InsurTech, have suddenly entered the market. Thatmeans today’s insurance Group Long-Term Vision be driven out
of business in 10 years. For this Group Long-Term Vision, driven
by such a sense of urgency, we thought about questions such as
how to take up new challenges and how to understand and visualize the T&D Insurance Group. We thought about how to define
and grow the corporate value of the T&D Insurance Group while
operating in the capital markets as a listed company. If we failto do so, the Group is in danger of being weeded out by themarket sooner or later, so I think our mindset has changed in thisregard. It’s also important to harness this sense of crisis to accelerate the changes. Mr. Higaki talked about insurance companies

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Corporate GovernanceOutside Director Roundtableissue going forward. I also think there are many aspects in SmaHoken that can be applied to Daido Life’s business. Discussionsof digital strategy can get overly detailed at times, but it can also
be used to address the fundamental issue of what to do with our
in-house sales representatives.

Future Challenges and Expectations
Matsuyama

I think it was a big step forward that weapproached governance of the Group as awhole in formulating Group Long-Term Vision.
— Director Higaki

being in a regulated industry earlier, and I also believe that
there has arisen a big difference between companies that havea sense of crisis and those that do not. Companies that do nothave a sense of crisis will not survive the next 10 to 20 years. The
Group is fortunate to have established a unique business model
which has given us a sense of security until now. However, when
we think of the next 10 years, we come to realize there’s a highpossibility we won’t survive if we continue business as usual. As afirst step, we have formulated Group Long-Term Vision based onthat sense of crisis. Going forward, the important challenge ofus will be how to instill this mindset throughout the Group andaccelerate the changes at an even faster pace.

We have identified the challenges we face in the discussion up
to now. However, I am pretty sure that the market has doubts
about whether the Group can really achieve the Group LongTerm Vision it has set out this time. The questions will be whether the T&D Insurance Group, which has continued without muchchange for the past 17 years, can really take a bold step forward,
and whether the essence of the Group Long-Term Vision canbe instilled throughout the organization or not. For example,
the market is interested in whether we can really manage in linewith capital efficiency. Therefore, it will be important to makesteady progress implementing the Group Long-Term Vision. It
is above all a basic principle of corporate governance that theGroup Long-Term Vision is a commitment to the market, andthat it’s the mission of management to make this happen. It’s aquestion of not just philosophy but execution. If the vision can’t
be implemented, the T&D Insurance Group, even with its favorable business model, may not survive. In that sense, I believe it’s
important for us as outside directors to play a role in conveying
this sense of urgency and our outside perspectives on it. We willcontinue to do so with an expectation that the Group will makethis Group Long-Term Vision a reality.

Ohgo
Ohgo
Going forward, it will also be important how to utilize digitaltechnology. Our in-house sales representatives account for asignificant portion of the added value we provide by directly
explaining our products and services to customers throughreal-world channels. On the other hand, when we consider thefact that customer contact has become more difficult with the
COVID-19 pandemic, and the fact that we are trying to improve
efficiency, in the future we can expect more opportunities to use
digital communication rather than face-to-face visits. Of course,
the degree of difficulty of digital transformation varies depending on the nature of the business. Taiyo Life already offers
Sma-Hoken (internet channel), and how to improve it will be one

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In terms of expectations, as we mentioned earlier, the seeds of
new businesses have just begun to sprout. Both Taiyo Life andDaido Life were originally run on very unique business models,
but no new businesses emerged for some time. Now that new
businesses are sprouting again, I look forward to seeing sustained and continuous progress.
On the other hand, one challenge when creating something
new and unique like this is human resources. We need to be agroup where employees who are not traditional insurance people can flourish, which is why I believe the next challenge is how
to attract and make good use of diverse talent.

Watanabe
The Group Long-Term Vision has been formulated in the expectation that the executives and employees, who are responsible
for the reforms, will be excited about executing Group LongTerm Vision and that an atmosphere to make them feel thecompany is getting better will be fostered eventually.

YamadaGoing forward, since the Group Long-Term Vision was publishedwith specific KPIs, I hope we’ll seize the opportunity presented
by our IR and SR activities to constructively exchange opinionswith more stakeholders and work to achieve the goals of theGroup Long-Term Vision while keeping our social responsibilities
in mind. I believe this would help us make our presence as apublic entity playing an essential role in society.

Higaki
I agree that we should be a company that grows through dialogue with diverse stakeholders and that can show them things
that make them say “this is a good company.” I feel that now
is the beginning of a trend. We’re really just getting started,but the fact that we’ve started is very important. We were able
to start because there was a healthy sense of urgency in thebusiness execution departments. Now that we have publisheda vision as a Group, we need to accomplish it. And we want tovalue the process, not just the tangible results. As I mentioned
earlier, it’s important to hone our ability to pick out what needs

I think we were able to return the discussion
back to the basic starting point, which isthe fact that we as a Group have chosen tocompete and grow in the stock market.
— Director Watanabe

to be improved from the various opinion surveys we conduct.
I believe that if we make it a company oriented towards young
people, it will definitely be a good company. It is important tokeep an advanced management by promoting regeneration. I
want to help make a company where our recruits say, “I want tojoin the T&D Insurance Group because it’s a good company witha good corporate culture.”

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Corporate GovernanceCorporate GovernanceT&D Holdings has been enhancing its corporate governance on the basic approach of creating efficient andtransparent 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 has established the Basic Policy on Corporate Governance as an initiative in response to the 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/

Corporate Governance Framework
1

Shareholders’ Meeting

Appointment
Dismissal

Nomination andCompensation Committee

Reporting2

Offering opinions

Auditing,
etc.

Assess the relevanceof the ﬁnancial audit

Cooperating

Reporting6

Instruction

Reporting

Independent Auditor

Group ERM Committee

Audit andSupervisory Board

3

Reporting

Audit and Supervisory Board Ofﬁce

PresidentGroup SDGs Committee

4

ReportingBoard of Directors

Group Compliance Committee

Appointment
Dismissal

Appointment
Dismissal

Instruction

Executive Management Board

5

Group Strategy Board
External auditing

Group Management
Promotion Committee

Group Risk Management Committee
Organizational UnitsGroup Planning
Department

Group
ERM Strategy
Department

Business
Development
Department

Social Communication
Department

General Affairs
Department

Risk
Management
Department

Internal
auditing

Internal Auditing
Department

1

Shareholders’ Meeting

The Shareholders’ Meeting is the highest decision-making entity of the Company. At the meeting, reports are made on the Group’sbusiness and consolidated/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.

2

Board of Directors

The Board of Directors is composed of all directors and makes important management decisions and oversees the execution of businessin accordance with laws and ordinances, the Articles of Incorporation, and the Company’s relevant rules. In addition, as a company
with an Audit and Supervisory Board, some important business execution decisions are delegated from the Board of Directors to thedirectors themselves by resolution of the Board of Directors in accordance with the provisions of the Articles of Incorporation.

3 	Audit andSupervisory Board

4 	Executive Management

Board
5

The Audit and Supervisory Board is composed of Audit and Supervisory Board members, the majority of whom are outside directors.
As an independent body entrusted by the Company’s shareholders, the Audit and Supervisory Board fulfills its roles and responsibilities,
including auditing the execution of duties by directors (excluding directors serving as Audit and Supervisory Board members) inaccordance with laws and ordinances, 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 the corporate management of the Group.

Group Strategy Board

The Group Strategy Board deliberates on items mainly concerning Group growth strategies and important matters pertaining to those
items from a Group-wide perspective in order to achieve sustained improvement in the Group’s corporate value.

Committees

Committees discuss the strategies and matters of the Company or those common to the Group.

6 	Information related

to the Independent
Auditor (FY2020)

76

Group Financeand Accounting
Department

Remuneration for audit certification services (¥ millions)

Remuneration for non-audit certification services (¥ millions)

Submitting company

Category

192

10

Consolidated subsidiaries

222

13

Total

415

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Promoting Group Management
T&D Holdings as a holding company is responsible for making
decisions on Group strategies, allocating Group management
resources appropriately, and formulating capital strategies.
Along with this, the Company accurately grasps the management risks faced by its six Group companies centered on Taiyo
Life, Daido Life, and T&D Financial Life, as well as T&D United
Capital, T&D Asset Management, and Pet & Family Insurance(the “directly owned subsidiaries”) and works to build a Groupbusiness management system that ensures thorough risk-return

management for the Group as a whole.
The directly owned subsidiaries, with their own unique business strategies, aim to expand the Group’s corporate value by
maximizing their uniqueness and specialization through determining marketing strategies and operating businesses in linewith their strengths.
In this way, the Group is promoting flexible and cohesive
group management by clarifying the respective roles and responsibilities of the Company and its directly owned subsidiaries.

Corporate Governance System
As a result of the resolution to amend the Articles ofIncorporation at the Ordinary General Meeting of Shareholders
held on June 25, 2020, the Company has transitioned to a company with an Audit and Supervisory Board. This transition willfurther strengthen the managerial functions (determination ofmanagement policies and overall strategy) and oversight functions of the Board of Directors, and further enhance the agility
and efficiency of business execution.
The Audit and Supervisory Board, which consists of a majority of outside directors, will audit the business execution of theCompany, and the Audit and Supervisory Board members, who
are not involved in business execution, will have voting rights on
the Board of Directors, thereby exercising highly independent

audit and oversight functions over the Board of Directors. In
addition, the Board of Directors will focus on the oversight ofbusiness execution and further strengthen the corporate governance of the entire Group by clarifying the functions and rolesof various meeting bodies and conducting prompt and effective
deliberations based on their respective roles.
Furthermore, since 2015, the Company has established theNomination and Compensation Committee as an advisory
body to the Board of Directors to deliberate on the fairness andappropriateness of the appointment and dismissal of directors(including succession planning), directors’ compensation, andother matters, and to ensure management transparency andimprove accountability.

Composition of Directors and the Board of Directors
The number of directors (excluding directors who are Audit
and Supervisory Board members) of the Company shall be no
more than nine and the number of directors who are Audit andSupervisory Board members shall be no more than five, as stipulated by the Articles of Incorporation. The Board of Directors
is made up of individuals representing a balance of knowledge,
experience and skills, and having diverse backgrounds as befitting the expansive range of business domains in the life insurance business which is the core business of the Group.
Moreover, the Company appoints two or more directors(excluding directors who are Audit and Supervisory Board

members) who concurrently serve at the Company and its directly owned subsidiaries. This shall be done from the standpoint offacilitating adequate communication and rapid decision-making
within the Group, along with bolstering Group-wide governance.
Furthermore, the Company appoints five outside directors toappropriately reflect the opinions of individuals with extensive
experience and knowledge in their capacity as outside corporate
managers, legal experts, accounting specialists and so forth in
the Group’s management policies and development of internal
controls and other systems as well as in the oversight of theexecution of business.

Shareholders’ Meeting
InsideOutsideAppointment, Dismissal

Board of Directors (5 Outside Directors among 12 Directors)

Appointment, Dismissal
Audit and Supervisory Board(3 Outside Directors among 5 Board Members)Composition of the Audit and Supervisory Board
The number of Audit and Supervisory Board members of
the Company is limited to five as stipulated in the Articles ofIncorporation, and the majority of them are outside Audit andSupervisory Board members. In addition, members include

persons with appropriate knowledge of finance and accounting. The Audit and Supervisory Board consists of all Audit andSupervisory Board members.

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Corporate GovernanceCorporate Governance

Details of discussions at the Board of Directors meeting
In accordance with the transition to a company with an Audit
and Supervisory Board, some important business execution
decisions are delegated from the Board of Directors to thedirectors by resolution of the Board of Directors pursuant to
the provisions of the Articles of Incorporation. By doing so,
the Company aims to separate management and oversightfrom business execution, and further strengthen the management functions (deciding on management policies and overall

strategy) and oversight functions of the Board of Directors. As
the number of items on the Board of Directors’ agenda has been
reduced compared to that prior to the transition, the Board of
Directors is now able to allocate more time to the deliberationof important agenda items such as the Group’s management
policies and overall strategy, including the formulation of theGroup Long-Term Vision announced in May 2021.

Key themes discussed at the fiscal 2020 Board of Directors meeting
Management Strategy and
Growth Strategy• Formulation of the Group long-term vision• Post-pandemic Group growth strategy• Planning and monitoring of investment in new businesses•S ustainability Initiatives•M onitoring of the medium-term management plan•R eview of strategic shareholdings and reduction
policy and plans

Finance and AccountSettlement• Budget planning and monitoring•V erification of appropriateness of financial results

Shareholder Returns andDialogue with Shareholders• Formulation of dividend and share buyback policies• Status of investor relations and shareholder relations activities•F ormulation of operating policies for Shareholders’Meeting

Governance• Transition to a company with an Audit and Supervisory Board• Matters related to officers (selection of representative
directors, appointment of officers of directly owned
subsidiaries, etc.)•E valuation of the effectiveness of the Board of
Directors•S ummary of discussions at the Nomination andCompensation Committee

Risk Management• Impact of the spread of COVID-19 and countermeasures• Operating status of the internal control system• Internal audit policy and verification of results•C ompliance status of the Group

Effectiveness Evaluation of the Board of Directors
To ensure the effectiveness of the Board of Directors as awhole (including the voluntary Nomination and Compensation
Committee), the Company conducts an annual performance
review of the Board of Directors as a whole based on the
self-evaluations of individual directors. The performance review examines whether the Board of Directors is functioning

appropriately and producing results, and how the Board of
Directors is contributing to increasing the Company’s corporate
value over the medium- to long term. Based on this effectiveness evaluation, we will work on further enhancing the oversightfunctions and the decision-making process of the Board of
Directors.

Summary of the evaluation of the effectiveness of the Board of Directors as a whole in fiscal 202078

1. Evaluation procedures

Based mainly on self-evaluations (questionnaire) of directors, as well as interviews, we analyzed and evaluated the overall
effectiveness of the Board of Directors in fiscal 2020.

2. Evaluation items(5 items)(i) Function of the Board of Directors (ii) Composition of the Board of Directors (iii) Operation of the Board of Directors(iv) Provision of information to Outside Directors / Audit & Supervisory Board members (v) Overall assessment

3. Overall assessment

The Company considers the Board of Directors of the Company is generally performing its roles and responsibilities
effectively as a whole, through the enforcement of advance measures prior to actual discussions at the Board of Directors
and the improvement of the operation of the Board of Directors, etc.

4. Improvement status ofissues recognized in theprevious evaluation

The items recognized as issues in the fiscal 2019 evaluation have, for the most part, been improved. Those items
included the further enhancement of discussions mainly on Group management strategies from the perspectiveof integrated Group management, further examination of discussion items by the Nomination and Compensation
Committee, and development of concise and easy-to-understand materials and improved explanations.

5. Issues and initiatives
going forward

Issues	Regarding the development of a framework for enhancing the effectiveness of the Board of Directors,
the Company continues to recognize the necessity for improvement.
Initiatives	• Enhancement of the functions of the Nomination and Compensation Committee• Continual review of the composition of the Board of Directors• Further description of information necessary to deepen discussions at Board of Directors meetings andpreparation of easy-to-understand materials that focus on key points• Efficient operation of the Board of Directors, etc.

T&D Holdings INTEGRATED REPORT 2021

Nomination and Compensation Committee
The Nomination and Compensation Committee was establishedin January 2015 as a voluntary advisory body to the Board oftransparency of management and enhancing accountability.
The Committee consists of the President and at least three

Directors to deliberate on the fairness and appropriateness ofoutside directors, and a majority of members are assigned

the appointment, dismissal, and compensation of directors, Audit
and Supervisory Board members, and executive officers (including
succession planning), as well as to strengthen the corporate governance system of the Company and the Group by ensuring thefrom outside directors to enhance independence, objectivity,
and accountability. Furthermore, the chair of the Committee
is chosen out of outside directors by mutual vote of theCommittee’s members.

Nomination and Compensation Committee — Main topics of discussion/reporting in fiscal 2020

1st•S
 election and appointment of directors not serving as Audit and Supervisory Board members, directors serving as Audit andSupervisory Board members, and directors serving as substitute Audit and Supervisory Board members, and selection ofrepresentative directors and directors with executive titles•S election and appointment of director candidates, Audit & Supervisory Board member candidates, and executive officers at directly
owned subsidiaries•E stablishment of maximum amount of compensation for directors not serving as Audit and Supervisory Board members

2nd•R esults of fiscal 2019 evaluation of directors and executive officers•R esults of fiscal 2019 evaluation of representative directors of directly owned subsidiaries•C ompany officer regulations concerning mainly executive benefits

3rd
4th
5th
6th
7th

• Selection of outside directors to serve on the Nomination and Compensation Committee• Selection of the chair of the Nomination and Compensation Committee• Succession plan
• Company officer regulations concerning mainly executive benefits at directly owned subsidiaries• Change of president of directly owned subsidiary (Daido Life)

8th• Selection and appointment of executive officers• Selection and appointment of executive officers at directly owned subsidiaries• Revision of the Basic Policy on Corporate Governance in accordance with the revision of the Companies Act

9th• Selection and appointment of directors and executive officers at directly owned subsidiaries

Board of Directors Skills Matrix
The Company will ensure a balance of the necessary expertiseand experience in terms of the three main functions of the Boardof Directors (overall strategy formulation function, oversightfunction, and business management function) to enable theBoard of Directors to further perform its functions.
The Company ensures a balance of expertise and experience
Name

OutsideDirectors

Position at the Company

Naoki Ohgo

Director

Kensaku Watanabe

Director

Haruka Matsuyama

Director (Audit and Supervisory Committee Member)

Seiji Higaki

Director (Audit and Supervisory Committee Member)

Shinnosuke Yamada

Director (Audit and Supervisory Committee Member)

Name

InsideDirectors

Position at the Company

Hirohisa Uehara

Representative Director and President

Kanaya Morinaka

Representative Director and Executive Vice President

Mitsuhiro Nagata

Director and Senior Managing Executive Officer

Naoki Soejima

Director

Mutsuro Kitahara

Director

Junichi Yanai

Director (Full-time Audit and Supervisory Committee Member)

Yasuo Teraoka

Director (Full-time Audit and Supervisory Committee Member)on the Board of Directors as a whole. For this reason, we selectand appoint outside directors who have experience in corporate
management, finance, legal affairs, and other areas outside theGroup, and appoint internal directors who have expertise andexperience appropriate to the broad business domains of thelife insurance business, which is the Group’s core business.
Expertise and experience particularly anticipated from the Outside Directors

Nomination andCompensation
Committee

Corporate
management

Nomination andCompensation
Committee

Planning andbusiness strategy

Capital and
Financial markets

Finance andaccounting

Legal affairs andrisk management

Expertise and experience particularly anticipated from the Internal Directors
Sales andmarketingAssetmanagement

Finance andaccounting

Legal affairs andrisk management* The Company intends to utilize knowledge from outside the Company through such initiatives as inviting talent with expertise and experience in areas other than the above to advisory committees ineach field (e.g. digital and SDGs), which will be established, as necessary.

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Corporate GovernanceCorporate Governance

Determination of compensation
Policies on determining compensation
The Company’s policy on executive compensation is set out in our Basic Policy on Corporate Governance.
Composition of executive compensation
Our executive compensation system is designed to function
as a sound incentive geared towards boosting the Group’s
medium- to long-term earnings and enhancing corporate
value.
Compensation for directors (excluding outside directors,
part-time directors, and directors serving as Audit andSupervisory Board members) has three components: (1) monthly
compensation, (2) bonuses, and (3) trust-type stock compensation(non-residents of Japan are excluded). Both (1) and (2) varydepending on role and performance, while (3) utilizes a trust
scheme. Compensation for part-time directors, including outside
directors, is comprised of monthly fixed compensation.

Monthly compensation and bonuses

Trust-type stock compensation

Variable according to roles and business performance

Linked to the Company’s share price

The Board of Directors has adopted a resolution that the amount ofmonthly compensation and bonuses are set within the amountdetermined by the resolution of the Shareholders’ Meeting, based on
the compensation table determined by the Board of Directors and theamount calculated based on individual officer evaluations, and are
finalized by the Director and President after consultation with therepresentative directors.

• A compensation system that can work as an incentive for the Groupto enhance its business performance and corporate value over the
medium- to long-term, and to promote the sharing of an awarenessof common interest with shareholders.
• Stock and cash are delivered based on the number of points granted,
commensurate with executive ranking, within the limit established by
the resolution of the Shareholders’ Meeting.

Individual officer evaluations
Individual evaluations of officers are based on an assessment of the Company’s performance and an evaluation of the division the officer is incharge of, in accordance with the evaluation criteria decided on by the Board of Directors. The Nomination and Compensation Committee
deliberates on these evaluations, and the Director and President determines the results after consultation with the representative directors.
Calculation method

Assessmentof Company
performance• To clarify the assessment according to how much progress has been made on achieving Company targets,total shareholder return (TSR) is used as a benchmark to assess the Company’s performance, alongside a number ofother performance indicators based on the Company’s medium- to long-term management strategy.
• For performance indicators, a coefficient according to the achievement rate for each item is multiplied to yield a score.
• For TSR, the score is calculated based on the rate of divergence between the Company’s figure and those of listed life
insurance companies set as the benchmark.

Evaluation of thedivision the officer isin charge of• A score is calculated for each division based on how much progress has been made on the achievement of theexecution plan for the division the officer is in charge of.

The evaluation weightings of the Company performanceassessment and the evaluation of the division the officer isin charge of are set according to the responsibilities of each
officer in accordance with the criteria established by the Boardof Directors and used to compute a weighted average. Notethat the representative director’s evaluation weighting for theCompany performance assessment is 100%.
The individual evaluations of each officer, as calculated
above, are discussed by the Nomination and Compensation
Committee and finalized by the president following consultation with the representative directors.

80

T&D Holdings INTEGRATED REPORT 2021

Key performance indicators of Company performance (FY 2020)
TargetValue of new businessCorporate value(Group MCEV)Group adjusted profit

ActualAchievementratio¥ 86.3 billion¥ 143.4 billion

166.1%¥2,761.0 billion¥3,377.6 billion

122.3%¥ 70.0 billion¥ 77.9 billion

111.2%

Actual TSR performance for the single fiscal year is 166.5% and 155.1% over five years.

Payment ratios by type of compensation
In terms of the compensation structure for directors, we assign ratios to performance-linked compensation (monthly and bonuses)
and the trust-type stock compensation so the system can function
as a sound incentive geared towards boosting the Group’s
medium- to long-term earnings and enhancing corporate value.
For monthly compensation, the ratio fluctuates either negatively or positively by roughly 5% on the basis of a standard
assessment according to the individual officer evaluation. For
bonuses, the ratio fluctuates either negatively or positively byroughly 40% on the basis of a standard assessment according to
the individual officer evaluation.

Trust-type stockcompensation

10% – 22%
Performance-linked
compensation

Performance-linked
compensation(bonuses)

14% – 21%(monthly compensation)

57% – 74%

Total amounts of compensation by officer category and compensation type (FY 2020)
Monthly compensation
Category

Reserve for bonuses

Trust-type stock compensation,
the Board Incentive Plan (BIP) Trust

Total compensation

Persons receiving
compensation

Amount(¥ millions)

Persons receiving
compensation

Amount(¥ millions)

Persons receiving
compensation

Amount(¥ millions)

Persons receiving
compensation

Amount(¥ millions)

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

10

153

4

42

4

45

10

241

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

2

44

0

—

0

—

2

44

Audit & Supervisory Board members (excluding
outside Audit & Supervisory Board members)

2

13

0

—

0

—

2

13

Outside directors not serving as Audit andSupervisory Board members

4

22

0

—

0

—

4

22

Outside directors serving as Audit and Supervisory
Board members

3

27

0

—

0

—

3

27

Outside Audit & Supervisory Board members

2

4

0

—

0

—

2

4

Total

23

266

4

42

4

45

23

354

1. Monthly compensation and reserve for bonuses for directors (excluding part-time directors including outside directors, and directors serving as Audit and Supervisory Board members) are performancelinked compensation, and trust-type stock compensation is non-monetary compensation. For directors not serving as Audit and Supervisory Board members (excluding part-time directors including
outside directors; seven directors), the total amount of performance-linked compensation is ¥167 million, and the total amount of non-monetary compensation is ¥45 million.
2. The Company transitioned from a company with Board of Auditors to a company with an Audit and Supervisory Board on June 25, 2020.
3. The number of persons receiving compensation and the amount of compensation shown above include those for three directors and two Audit & Supervisory Board members who retired at theconclusion of the 16th Ordinary General Meeting of Shareholders held on June 25, 2020. As of March 31, 2021, the Company had nine directors not serving as Audit and Supervisory Board members
and five directors serving as Audit and Supervisory Board members.
4. The number of directors not serving as Audit and Supervisory Board members and outside directors not serving as Audit and Supervisory Board members and the amount of their compensation include
those who served as directors prior to the transition to a company with an Audit and Supervisory Board.
5. The sum of the number of persons receiving compensation in the table above is the total number of persons receiving compensation.
6. T he amount of trust-type stock compensation shows the recorded amount of expenses related to the points granted during the fiscal year ended March 31, 2021 based on the executive compensation system.
7. Compensation for individual officers is not stated because no officer received total consolidated compensation of ¥100 million or more.

Process for determining compensation
The Nomination and Compensation Committee discusses
important decisions and changes concerning benefits and thelike for officers of the Company and its directly owned subsidiaries, reports the results of those discussions to the Board of
Directors, and offers its opinions when necessary. For monthly

compensation and bonuses, individual amounts are determinedbased on individual officer evaluations based on deliberations
by the Nomination and Compensation Committee and the compensation table decided on by the Board of Directors.

Appropriateness of compensation levels
The amount of compensation for directors is determined considering the responsibilities of directors as well as various othercircumstances such as the recent economic situation.
With regard to the level of compensation, the Company participates in several surveys on executive compensation conducted byexternal research organizations to verify the appropriateness.
Maximum amount of compensation for directors after the transition to a company with an Audit and Supervisory Board
The maximum amount of compensation for directors was determined at the 16th Ordinary General Meeting of Shareholders heldon June 25, 2020, as shown on the right.

Maximum amount of compensation

AmountNumber of
persons*

Directors not serving as Audit andSupervisory Board members¥450 million per year

9

Of which, outside directors¥40 million per year2

Directors serving as Audit andSupervisory Board members¥150 million per year

5

AmountNumber of
persons*

Directors not serving as Audit andSupervisory Board members¥500 million

4

Total number of points to be granted undertrust-type stock compensation

PointsNumber of
persons*

Directors not serving as Audit andSupervisory Board members

215,000 points per year 4

Maximum amount of funds to be contributed tothe trust for trust-type stock compensation(covering the three fiscal years from fiscal 2018 to fiscal 2020)* Number of eligible directors as of the end of the 16th Ordinary General Meeting of Shareholders

T&D Holdings INTEGRATED REPORT 2021

81

Corporate GovernanceRisk Management
Integrated risk management (ERM)
The T&D Insurance Group has established the ERM structure tointegrally manage capital, profit and risk in order to boost stablerevenues, while grasping the status of its risks and ensuring
management soundness. Among them, the Group manages
risks as follows.

Increasing
Corporate
Value

I nt
egr
a

t
en
ted Managem

CapitalRisk

ProfitBasic concept for risk management
At the T&D Insurance Group, T&D Holdings has formulated aGroup Risk Management Policy setting forth the Group’s basic
approach to risk management and, based on this policy, the direct
subsidiaries have developed their risk management system thatcovers their affiliates as well.
T&D Holdings has established a Group Risk Management
Committee and manages risks within the Group. The Committee
receives reports, regularly and as required, on risks assessedusing uniform economic value-based risk management indicators, from the direct subsidiaries, in order to identify andmanage the various types of risks faced by the Group companies. Based on the report received, T&D Holdings reports onthese risks to the Board of Directors and provides guidance andadvice to the Group companies as necessary, thereby ensuringthat proper risk control is implemented at each company andstrengthening the risk management system for the entire Group.

Risk management
Board of Directors

Audit and Supervisory Board

Executive Management Board

Group Risk Management Committee

Risk Management Department

Deliberation and reporting

Guidance and advice

Internal audits

In light of the social and public nature of the life insurance business, the T&D Insurance Group views risk management as a key
priority issue in order to ensure sound and adequate business
management. Under overall control by the holding company,
T&D Holdings, each Group company implements the necessary
risk management suited to their respective business model andrisk profiles based on the principle of self-responsibility.

Pet & Family Insurance

Risk awareness and assessment (risk profile)
The T&D Insurance Group uses a risk profile* to comprehensively categorize risks surrounding the Group, in order to respondto increasingly diverse and complex risks. We comprehensively
identify risks, ascertain and assess them, and use them to prioritize initiatives in light of comprehensive factors including
severity, impact, and the degree to which they are under control.
The risks are reflected in management planning as necessary.

As a rule, we review our risk profiles twice a year in order toaccurately recognize and ascertain emerging severe risks, as wellas major changes to previously recognized risks and the gap between in-house/ the industry’s customs and the world. We report
our findings to the Group Risk Management Committee and theBoard of Directors.

* Risk profile is a general risk management tool to characterize risks from various factors such as nature and magnitude.

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T&D Holdings INTEGRATED REPORT 2021

Risk classification and responses
The T&D Insurance Group classifies various management risks as shown below, including disruption in financial markets, large-scaledisasters, pandemics, climate change and cyber attacks. Risk management policies have been established for each of these risks, andefforts are made to prevent these risks from occurring or to confine them within certain acceptable levels.
The risks we see as important in connection with our Group’s business are as follows:• Risks as a holding company✔R isk related to reliance on the performance ofthe life insurance business✔ Risk related to dividend income
Examples of efforts✔ Risk related to expanding scope of operations✔ Risk related to regulatory changes✔ Risk related to reliance on the performance of the life insurance business

The Group is heavily reliant on the performance of its three life insurance companies. Therefore, if the business circumstancesof any of the three life insurance companies change, and/or the roles or positions of any of the three life insurance companies
change, the Group’s performance and financial condition could be adversely affected.
(Responses)• The Board of Directors gives the necessary advice and support on the performance of the three companies, together with monitoringbudget variance management and progress of the management plan.
• The diversification and optimization of business portfolio is promoted as a pillar of the growth strategy in the Group Long-Term Vision.

• Business risks
Risk taking policies

Risk management policies(1) Insurance
underwriting risk

Based on an awareness of the major impact that thelife insurance underwriting of a life insurance company
has on business over the long-term, the Group fully
analyzes and checks risk profiles, and risk and return
characteristics, both of which differ depending on
products, formulating product strategies.

Based on an awareness of the major impact that life
insurance underwriting has on business over the longterm, the Group determines, analyzes, and assesses theinsurance underwriting risk and carries out appropriate
controls.

(2) Investment risk

To make sure to pay insurance claims in the future,
the Group sufficiently secures assets with optimal
characteristics (current maturity, liquidity and others)
and develops asset management strategies with afull consideration to liability characteristics and risk
tolerance.
• Interest rate risks have a significant impact on thechange of surplus due to the long-term nature of
insurance liabilities; therefore, the Group strives toreduce such risks given their financial accountingbased and economic value-based effects.

Investment risks are classified as market risks(fluctuations in interest rates, share prices and exchange
rates), credit risks (deterioration of the financial
conditions of an entity to which credit is provided) andreal estate investment risks (decrease in profits and pricerelated to real estate). Optimal risk controls are taken inaccordance with the characteristics of each asset.

(3) Operational risk

The Group strives to prevent risks from occurring andreducing them not to harm its corporate value.

The system to control operational risks such asadministrative and system risks is established.

(4) Affiliate andother entity risk

The Group analyzes and checks the soundness,
profitability and risk and return characteristics of thebusiness as well as assesses the appropriatenessand reasonableness of investment. Then, the Groupdevelops business investment strategies considering
their financial accounting-based and economic valuebased effects.

Risks are properly controlled through assessing theincome/expenditure situation as well as the potential forthe occurrence of various risks at subsidiaries, affiliates,and other business investments.

(5) Liquidity risk

The Group secures a certain level of liquidity andestablishes a structure that enables a smoothsecuritization of assets to respond to liquidity risks.

The status of financing is categorized depending on
its severity level. By determining a controlling method
according to each category, the Group secures a certain
level of liquidity and establishes a structure that enables
a smooth securitization of assets for fund preparation.

(6) Reputational risk

The Group strives to prevent risks from occurring andreducing them not to harm its corporate value.

Information related to reputational risks is collected, andresponses to reputational risks and a reporting system
are clarified.

T&D Holdings INTEGRATED REPORT 2021

83

Corporate GovernanceAction on integrated risk management
The Group categorizes and quantifies various risks that surround the Group, and controls them using the Economic Solvency Ratio(ESR), a risk indicator based on economic value. It also practices appropriate control of risks in the business as a whole, including unquantified risks, in order to tackle integrated risk management that leads to attainment of management goals.

1. Risk quantification
The Group employs internal models to gauge asset management risks, insurance underwriting risks, and operational risks.
Specifically, we use “value at risk” as an indicator for these risks,
and with a measurement period of one year and a confidence
level of 99.5%, we calculate the loss value which is considered as
the risk volume.

(Unit: billion yen)

As ofMarch 31, 2020

As ofMarch 31, 2021

944.0

907.3

(36.7)

1,169.4

1,323.1+153.7

Insurance underwriting risk(overseas)*1

8.2

188.9

+180.7

Operational risk

85.9

85.5

(0.3)

Affiliate and other entity risk

25.2

27.4

+2.1

Variance effect, etc.

(942.2)(1,039.5)(97.3)

Total risk volume*2

1,290.6

1,492.8+202.2

Insurance underwriting risk
(domestic)
Investment risk

Change*1 Records business investment risks including insurance underwriting risks related to overseas
insurance companies subject to investments (internally booked as affiliate and other entity risk)*2 The economic value based risk volume (after variance effect) calculated by the internal model(measurement period 1 year, VaR 99.5%).

2. Risk control
The Economic Solvency Ratio (ESR), a risk indicator based on
economic value, is calculated by dividing the net assets (surplus)
found by subtracting liabilities from economic value-based
assets by the risks quantified as above (economic capital). We
ensure financial soundness and capital adequacy by controlling
the EC within a certain range of surplus, while also applying
the current finance supervision system concerning soundness.
The ESR is managed monthly and reported to the Group Risk
Management Committee and the Board of Directors along withother risk reviews.

200%

225%

ESR
(surplus ÷ EC)

198%

189%
150%

175%

Ultimate Forward Rate applied

168%

159%

Ultimate Forward Rate not applied
100%

50%

Surplus*1

EC(Net economic value-based assets)(required economic value-based capital) = risk volume*2

2,115.6

2,222.7

1,208.1

1,324.5

Mar. 31, 2017

Mar. 31, 2018(billion yen)

3,354.2

2,556.2

2,495.9
1,319.2

1,290.6

1,492.80%Mar. 31, 2019

Mar. 31, 2020

Mar. 31, 2021

*1 Difference between assets, evaluated on an economic value basis, and liabilities. Evaluationof assets and liabilities is calculated using basically the same assumptions as for MCEV. The
capital cost rate used as the risk margin is set as 5%. In addition to applying the Ultimate
Forward Rate since the end of March 2019, subordinated debt is added into the surplus (¥170
billion at the end of March 2021).
*2 The economic value based risk volume (after variance effect) calculated by the internal model(measurement period 1 year, VaR 99.5%). Necessary capital for MCEV is evaluated by the sameinternal model.

3. Stress test implementation
We strive to keep track of a wide range of risks, to make sure
we can also handle risks not fully grasped by quantification,
while also controlling quantified risks. We run stress tests tocheck the impacts of widely identified risks, and of severe
shocks which exceed expectations, such as major worsening

84

T&D Holdings INTEGRATED REPORT 2021

of financial markets or large-scale disasters. We analyze theresults of stress tests and check our countermeasures etc.
in advance, and we build a framework that can maintain our
soundness in all kinds of situations.

Cyber security initiatives
The Group recognizes that one of the important tasks of man-analysis and implement measures in connection with cyberagement is properly protecting and managing information
assets in compliance with laws and regulations. This specificallyattacks. In addition, we conduct Group- and company-level drills

involves protecting information assets from increasingly sophisticated cyber threats. To fulfill our social responsibilities as acompany engaged in life insurance business and other businesses, we have formulated our Group Information Security Policy
and Rules on the Group’s Cyber Security Management andmade engagement in cyber security mandatory for all executives
and employees. Cyber attacks etc. have the potential to stop
systems and impede our operations, and to cause leakage ofimportant information.
In particular, in order to provide even safer services to customers, we utilize security tools to conduct round-the-clock monitoring of cyber threats that target financial institutions, whichhave increased in recent years in both frequency and sophistication. We have also established the cross-organizational Group
Computer Security Incident Response Team (CSIRT) along withcompany-level CSIRT teams, which collect information, conduct

tified through these drills are reflected in our response procedures and manuals to strengthen our practical responsiveness.
Along with conducting multi-layered security measures (entrance, exit, and internal), we regularly receive diagnostic security evaluations from independent institutions and promptly
implement the necessary measures. In addition, we bring in
outside experts to educate group management on the latest
trends in cyber security, and are working to raise awarenessof cybersecurity risks. Executives and employees also receive
training on information security and cyber security and drills arecontinually conducted on handling suspicious email in order tofurther raise security literacy.
The Internal Auditing Department verifies whether thesesystems are functioning effectively and reports the results to theBoard of Directors.

and participate in industry-wide drills and training. Issues iden-

Compliance
Basic compliance policies
The Group has formulated the T&D Insurance Group CSR
Charter, the T&D Insurance Group Compliance Code of
Conduct, and the T&D Insurance Group Basic Policy forStrengthening the Compliance Structure. The Group ensuresthat executives and employees are conversant with these basic

policies and standards to promote rigorous Group-wide compliance efforts.
Please see the Company’s website for more detail of the Compliance Promotion System.

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

Basic policies to block relationships with antisocial forces
In its Group Compliance Code of Conduct, the Group defines
its policy toward antisocial forces as to “reject and stringently
respond to any antisocial forces which threaten the order andsafety of the civil society.” In accordance with this policy, theGroup has formulated “T&D Insurance Group Basic Policy for

Responding to Antisocial Forces,” and has announced this on
the Company’s website.
T&D Insurance Group Basic Policy for Responding to Antisocial Forces (Japanese only)

https://www.td-holdings.co.jp/information/antisocial-forces.html

Accountability
The Company works to disclose information in line with the basic
concept of striving to increase the transparency of management
by appropriately and timely disclosing corporate information,
including appropriate financial information and non-financial
information regarding management strategies, management
priorities and other matters.

In specific terms, the Company strives to provide easy-tounderstand disclosure based on the fair disclosure rules of timeliness, fairness and accuracy in order to maintain and reinforce trust
among all of its stakeholders, including customers, shareholders,
employees, insurance agents, business partners, and local communities, and to increase the level of management transparency.

Internal reporting system
The T&D Insurance Group has created a Group-wide internalreporting system, the T&D Group Help Line, which is intended
to serve as a conduit for reports from any executive or Group
employee on instances of illegal behavior and other complianceinfractions that may damage the Group’s credibility or reputation. The system helps to forestall if possible the occurrence ofsuch events and quickly assess and remedy the situation if not.

T&D Holdings INTEGRATED REPORT 2021

85

Corporate GovernanceManagement Organization
Board of Directors (as of June 25, 2021)

Representative Director and President

Representative Director and Executive Vice President

Director and Senior Managing Executive Officer

Hirohisa Uehara

Kanaya Morinaka

Mitsuhiro Nagata

Personal history
Apr 1984 Joined Taiyo LifeJan 2005	General Manager of Investment Planning Department of
Taiyo LifeFeb 2005 Director of T&D Asset Management
Apr 2007	General Manager of Group Planning Department of
T&D Holdings
Apr 2010 Director of T&D Asset Management
Apr 2011	Executive Officer and General Manager of Group Planning
Department 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 Life
Executive Vice President of T&D Holdings
Jun 2017	Director of T&D Financial Life
Representative Director and Executive Vice President of
T&D Holdings
Apr 2018 Representative Director (current)

Personal history
Apr 1984	Joined Daido LifeApr 2010	Executive Officer of Daido LifeApr 2013	Managing Executive Officer of Daido LifeJun 2015	Director and Managing Executive Officer of Daido LifeApr 2017	Director and Senior Managing Executive Officer ofDaido LifeJun 2019	Representative Director and Senior Managing Executive
Officer of Daido LifeApr 2020	Director of Daido Life (current)
Executive Vice President of T&D Holdings
Jun 2020	Representative Director and Executive Vice President of T&D
Holdings (current)
Jun 2021	Director of T&D Financial Life (current)

Personal history
Apr 1985	Joined Daido LifeApr 2008	General Manager of Profit Management andActuarial Department of Daido LifeApr 2011	Executive Officer of Daido LifeApr 2015	Managing Executive Officer of Daido LifeJun 2015	Director and Managing Executive Officer of Daido LifeApr 2017	Managing Executive Officer of T&D Holdings
Apr 2018	Director of Daido Life
Senior Managing Executive Officer of T&D Holdings
Jun 2018	Director of T&D Financial Life
Director and Senior Managing Executive Officer of
T&D Holdings (current)
Jul 2019	Director of T&D United Capital
Apr 2020	Director and Senior Managing Executive Officer ofDaido Life (current)

Number of the Company’s shares held*1

46,500Attendance to the Board of Directors’ meetings*2

16 / 16Significant concurrent positions
Director of Daido Life
Director of T&D Financial Life
Number of the Company’s shares held*1

25,200Attendance to the Board of Directors’ meetings*2

13 / 13Significant concurrent positions
Director and Senior Managing Executive Officer of Daido Life

24,300

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

2

15 / 16

Directors who are Audit and Supervisory Board Members (as of June 25, 2021)

Director (part-time)

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

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

Mutsurou Kitahara

Junichi Yanai

Yasuo Teraoka

Personal history
Apr 1982	Joined Daido LifeApr 2008	General Manager of Planning Department of 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 of Daido LifeApr 2017	Senior Managing Executive Officer of T&D Holdings
Jun 2019	Representative Director and Senior Managing Executive
Officer of Daido 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)

Personal history
Apr 1984	Joined Taiyo LifeApr 2016	General Manager of Financial Loan Department of Taiyo LifeJun 2017	Audit & Supervisory Board Member of Taiyo Life (current)
Audit & Supervisory Board Member of T&D Holdings
Jun 2020	Director (Audit and Supervisory Board Member (Full-Time))
of T&D Holdings (current)

Personal history
Oct 2000	Joined Daido LifeApr 2011	General Manager of Market & Alternative Investment
Department of Daido LifeApr 2013	Executive Officer of Daido LifeApr 2015	Executive Officer of T&D Holdings
Jun 2018	Audit & Supervisory Board Member of Daido Life (current)
Audit & Supervisory Board Member of T&D Holdings
Jul 2019	Audit & Supervisory Board Member of T&D United Capital(current)
Jun 2020	Director (Audit and Supervisory Board Member (Full-Time))
of T&D Holdings (current)
Significant concurrent positions
Audit & Supervisory Board Member of Daido Life
Audit & Supervisory Board Member of T&D United CapitalSignificant concurrent positions
Representative Director and President of Daido Life

Attendance to the Board of Directors’ meetings*2

86

Number of the Company’s shares held*1

9,300

Attendance to the Board of Directors’ meetings*2*3

16 / 16

Attendance to Audit and Supervisory Board meetings*2

14 / 14

21,700

Number of the Company’s shares held*1

Reasons for selection
Mr. Mutsurou Kitahara has business experience in the Group mainly
in products, planning, and human resources, and is currently serving
as Representative Director and President of Daido Life Insurance
Company. He is expected to fulfill the roles mainly of supervising key
management decisions and the execution of business by utilizing his
extensive management knowledge and experience in the Group’s holding company and insurance company, which includes being in chargeof corporate planning, risk management, and internal auditing units.
Number of the Company’s shares held*1

Significant concurrent positions
Audit & Supervisory Board Member of Taiyo Life

30,600—T&D Holdings INTEGRATED REPORT 2021

Attendance to the Board of Directors’ meetings* *16 / 16

Attendance to Audit and Supervisory Board meetings*2

14 / 142 3

*1 As of March 31, 2021
*2 FY2020*3 Includes attendance as Audit & Supervisory Board member

Director (outside officer, part-time)

Director (outside officer, part-time)

Director (part-time)

Naoki Ohgo

Kensaku Watanabe

Naoki Soejima

Personal history
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)

Personal history
Mar 1997	Registered as an Attorney
Apr 1997	Joined Okazaki, Ohashi & Maeda(current 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)

Personal history
Apr 1981	Joined Taiyo LifeOct 2008	General Manager of Marketing Planning Department of
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)

Significant concurrent positions
Representative Director of Root F Co., Ltd.
Director of Orient Corporation

Significant concurrent positions
Attorney

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.

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.

200

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

Significant concurrent positions
Representative Director and President of Taiyo Life
Number of the Company’s shares held*1

19,710Attendance to the Board of Directors’ meetings*2

16 / 16

13 / 132,400

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

15 / 16

Director (Audit and Supervisory Board Member)(outside officer, part-time)

Director (Audit and Supervisory Board Member)(outside officer, part-time)

Director (Audit and Supervisory Board Member)(outside officer, part-time)

Haruka Matsuyama

Seiji Higaki

Shinnosuke Yamada

Personal history
Apr 1995	Assistant Judge to the Tokyo District Court
Jul 2000	Registered as an Attorney
Jul 2000	Joined Hibiya Park Law Offices
Jan 2002	Partner of Hibiya Park Law Offices (current)
Jun 2013	Director of T&D Holdings
Jun 2020	Director (Audit and Supervisory Board Member) of
T&D Holdings (current)

Personal history
Apr 1975	Joined The Daiwa 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 Board Member) of
T&D Holdings (current)

Personal history
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 ofCertified Public Accountants
Jun 2020	Director (Audit and Supervisory Board Member) of
T&D Holdings (current)

Significant concurrent positions
Attorney at law
Audit & Supervisory Board Member of MITSUI & CO., LTD.
Director of Mitsubishi UFJ Financial Group, Inc.*
Director of Restar Holdings Corporation*Stepped down as of June 29, 2021

Reasons for selection
Ms. Haruka Matsuyama has sophisticated expertise and extensive
insight as 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 bydirectors not serving as Audit and Supervisory Board members fromthe perspective of protecting general shareholders by utilizing thisknowledge and experience.

3,400

Number of the Company’s shares held*1

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
and experience in corporate management. 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 Board members from the perspective of protecting generalshareholders by utilizing this knowledge and experience.

1,300

Attendance to the Board of Directors’ meetings*

15 / 16

Number of the Company’s shares held*1

Attendance to Audit and Supervisory Board meetings*2

14 / 14

Attendance to the Board of Directors’ meetings*2

16 / 16

Attendance to Audit and Supervisory Board meetings*2

14 / 142

Significant concurrent positions
Certified public accountant
Director (independent auditor) of Kyowa Exeo Corporation
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 Board members from the perspective of protecting generalshareholders by utilizing this knowledge and experience.

200

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

13 / 13

Attendance to Audit and Supervisory Board meetings*2

14 / 14

T&D Holdings INTEGRATED REPORT 2021

87

Corporate Governance

Stakeholder Engagement
The Group proactively engages in dialogue with stakeholders
as set out in the T&D Insurance Group CSR Charter (see “4.
Communication”). By taking every possible opportunity to interact, the Company and each Group company collect the opinionsof policyholders, sales agents and other stakeholders and reflect
them in their respective business management.

Customers
Shareholders/
Investors

Partnering for mutual
cooperation and prosperity

Providing applicablereturns on investments

Local
Communities/
Society

Sales
AgentsProviding better
products and services

Business
Partners

T&D Insurance Group

Effective and highly transparent
corporate governance

Activities as amember of society

Fair dealings

Thorough compliance
Proactive communication

Governmental
Entities

Employees

Playing a publicrole in society

Environment
Protecting the environment,
everyone’s home

Providing workplaces thatmake work meaningful
and pleasurable

For Shareholders and Investors
Shareholders’ Meetings, financial results briefings, one-on-one meetings for institutional investors,
and publication of shareholder newsletters
T&D Holdings, Inc. conducts highly communicative investor
relations (IR) activities, 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 the theme of insurance sales and others.
The Company holds one-on-one meetings with investors inJapan and overseas, and shares views obtained through dialog broadly with management and employees in the Group.
The Company also publishes corporate information in atimely manner through its IR website, and has been rated
highly by external assessment organizations.

Scenes from an IR meeting for institutional investors and analysts

Evaluations by External Assessment Organizations*The number of evaluated companies differs depending on the timing of surveys, etc.

Meetings Held in FY2020(Daiwa Investor Relations Co. Ltd.)

Financial results meetings for institutional
investors and analysts

2

Financial results telephone conferences for
institutional investors and analysts

4

Conferences sponsored by securities firms

3One-on-one meetings

882020 Internet IR Award

T&D Holdings INTEGRATED REPORT 2021

Evaluated 3,883 listed companies*

Selected as one of 116 winners of theCommendation Award
FY2020 All Japanese Listed Companies’ Website Ranking

Total 216

(Nikko Investor Relations Co., Ltd.)
Evaluated all 3,844 listed companies*

Selected as one of 177 companies with grade AAA
websites in the Overall Ranking for the fourth consecutive year

For Customers
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 surveythat focuses on the attitudes of sales representatives and theunderstandability of application forms and other documents
and customer satisfaction surveys, giving the Group accessto 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.

For Agents and Tie-up Organizations
Training program, business partner meetings and proposal of welfare systems for companies and organizations
High-quality support is provided for agents by giving sales
agents its own e-learning materials to help them acquire
broad knowledge on the compliance and insurance business, as well as by conducting training for sales staff mainly

to enhance sales skills and improve presentation skills. The“Business partner meetings” are held with its tie-up organizations and agents to report the latest business developments
and to hear their views on the Group’s business operations.

For Employees
Education and training, human rights training, employee awareness surveys, dialogues and consultations withlabor 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 awareness training that addresses discrimination, harassment andother issues as a way of deepening employees’ understanding of the importance of respecting human rights. Awarenesssurveys are conducted to collect information on employee
opinions and requests regarding job satisfaction and enhancing motivation. Through dialogues with its labor unions, theGroup has an opportunity to discuss a wide range of subjects,
including management policies, wages, working hours, leave,
human resource systems and benefits.

For Protecting the Environment and Contributing to Local Communities
Participation in the UN Global Compact (UNGC), Principles for Financial
Action for the 21st Century, and the Japan Association for the United
Nations Environment Programme (UNEP), support for the Japan Down
Syndrome Society, working with the Japan Philanthropic Association,
implementing Forests of Taiyo Life activities, supporting activities by
The Nature Conservation Society of 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 the participating companies.
Furthermore, the Group has opportunities to understand stakeholders’ expectations toward enterprises and to explore possibilities of the Group’s contribution through support of and participation in the activities of NPOs active in each field.

T&D Holdings INTEGRATED REPORT 2021

89