Corporate Governance Report
CORPORATE GOVERNANCE

MS&AD Insurance Group Holdings, Inc.

Contact:

Last Update:June 24, 2024
MS&AD Insurance Group Holdings, Inc.
Shinichiro Funabiki, President & CEO
Human Resources & General Administration Dept.
e-mail: ms_ad_ir@ms-ad-hd.com
Securities Code:8725
https://www.ms-ad-hd.com/en/index.html

This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange)
for reference purposes only.
In the event of any discrepancy between this translated document and Japanese original, the original shallprevail. MS&AD Insurance Group Holdings, Inc. assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from this translation(Note)"Audit & Supervisory Board Member” in this report is used in the same sense of "Kansayaku" in thereference format provided by Tokyo Stock Exchange.
The corporate governance of MS&AD Insurance Group Holdings, Inc. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information

1. Basic Views(1) In line with its Corporate Philosophy (Mission), MS&AD, as a holding company overseeing all group businesses, hasestablished a management framework that ensures transparent, fair, swift and decisive decision-making that takes into
account the standpoint of all stakeholders. The Company's objectives are to sustain stability and consistent growth overthe long term by using corporate resources efficiently and managing risks properly and ultimately, to further increase
enterprise value.
(2) The “MS&AD Insurance Group Corporate Philosophy (Mission), Corporate Vision and Values” were formulated as
something all officers and employees of the Group should adhere to in all situations. In addition to working todisseminate these principles among all officers and employees of the Company and its Group companies, corporate
governance, compliance and risk management are positioned as important management issues in the Medium-Term
Management Plan, and efforts shall be made to actively promote that Plan.
■Aspirations of MS&AD Insurance Group<Our Mission>
To contribute to the development of a vibrant society and help secure a sound future for the planet, by enabling safety andpeace of mind through the global insurance and financial services business.
<Our Vision>
To create a world-leading insurance and financial services group that consistently pursues sustainable growth and enhances
corporate value<Our Values>
・CUSTOMER FOCUS
Striving to provide security and satisfaction to our customers
・INTEGRITY
Being sincere, kind, and fair in our dealings with people
・TEAMWORK
Growing together as a team by respecting one another’s individuality and opinions and sharing knowledge and ideas
・INNOVATION
Always improving the way we work while responding to stakeholders’ interests
・PROFESSIONALISM
Providing high-quality services by constantly enhancing our skills and proficiency
Please see attached “the MS&AD Insurance Group Basic Policies on Corporate Governance (hereinafter referred to as “Basic
Policies on Corporate Governance”)” at the end of this report for more-detailed information.
There is a movement to set "Purpose" as an expression of the raison d'etre of a company separate from the management
philosophy. However, because our group's Management Philosophy (Mission), which expresses the raison d'etre of acompany in a simple and easy to understand manner, has already permeated throughout the Group, our group has determinedthat "Purpose" is the same as the Management Philosophy.
The Group insurance companies in which the Company has a direct investment are notated as follows:
Mitsui Sumitomo Insurance Co., Ltd.
Mitsui Sumitomo Insurance, MSI
Aioi Nissay Dowa Insurance Co., Ltd.
Aioi Nissay Dowa Insurance, ADI
Mitsui Direct General Insurance Co., Ltd.
Mitsui Direct General Insurance, MD
Mitsui Sumitomo Aioi Life Insurance Co., Ltd
Mitsui Sumitomo Aioi Life Insurance, MSI Aioi Life
Mitsui Sumitomo Primary Life Insurance Co., Ltd.
Mitsui Sumitomo Primary Life Insurance, MSI Primary Life

[Reasons for Not Implementing the Principles of the Corporate Governance Code]
The Company has implemented all principles (including those for Prime Markets) of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code](1)[Principle 1.4] Policy for Strategic Equity Holdings
a. MS&AD Insurance Group Basic Policy for Strategic Equity Holdings，Verification of the rationale for theholdings by board of directors meetings
We have adopted a policy to significantly reduce the amount of strategic equity holdings, aiming to build a solid
financial base less affected by fluctuations in stock prices.
In addition, we have been verifying each individual stock to see if the benefits and risks associated with holding them
are commensurate with the capital cost. The results of these verifications have been confirmed at our board of
directors meetings. If the results of the verification are not favorable and significant improvement is necessary forcertain stocks, we conduct constructive dialogues and if there is no prospect for improvement, we proceed with sales
negotiations.
However, in December 2023, we received an administrative actions (business improvement order) related toprice-fixing in insurance premiums.
As a result of this, we came to recognize that our strategic equity holdings was one of the factors that led to theprice fixing issue. Therefore, in order to ensure an environment for fair competition in the non-life insurance industry,
we have established a policy of not holding strategic equities, and have decided to reduce our current holdings oflisted strategic equities to zero by the end of March 2030.
b. Criteria for Ensuring Appropriate Handling of the Exercise of Voting Rights Pertaining to Strategic Equity
Holdings
The basic policy on the exercise of voting rights for strategic equity holdings is as follows.
(a) Basic approach to the exercise of voting rights
The exercise of voting rights is seen to be an important means of influencing the management and improving theenterprise value of investee companies. Therefore, decisions are not made uniformly based on formulaic short-term
criteria, but rather in terms of enhancement of enterprise value in the medium-to-long term and improvement inshareholder returns, among others, based on dialogue with investee companies.
(b) The process for exercising voting rights
When exercising voting rights, items such as those listed below are verified for each proposal, with a focus on suchaspects as whether the company in question is managed with an emphasis on growth of the company and theinterests of shareholders, and whether the company is engaged in any antisocial behavior. Proposals are also judged
based on the results of dialogue with the company concerned following a detailed examination of individual issues
as required.
<Main evaluation criteria for each type of proposal>
Type of proposal
Matters for verification
Appropriation of Retained• State of shareholder returns
Earnings
Appointment of Directors• State of the enhancement of enterprise value• Situation regarding scandals, etc.
• Appointment of Independent Outside Directors• Attendance at Board of Directors meetings, etc.
• Handling of issues related to sustainability (medium- to long term
sustainability involving ESG factors)
Appointment of Audit &• Situation regarding scandals, etc.
Supervisory Board Member• Appointment of independent outside Audit & Supervisory Board
Members• Attendance at the Board of Directors meetings and the Audit &Supervisory Board meetings
Appointment of Accounting• Accounting Auditors have not caused any accounting fraud
AuditorRemuneration and Bonuses for• Status of the enhancement of enterprise value
Directors• Attendance at Board of Directors meetings, etc.
Retirement benefits and• Situation regarding scandals, etc.
condolence money for officers
Issuance of Share acquisition• Presence or absence of performance-linked remuneration, eligible
rights and Stock Compensation
people• Whether the proportion of shares held by existing shareholders has
declined or not
Changes in the Articles of• Careful examination of individual cases
Incorporation
Takeover defense measures
Matters Proposed by the
Shareholder• Careful examination of individual cases• Careful examination of individual cases(c) Criteria for judging proposals relating to the exercise of voting rights
Mitsui Sumitomo Insurance and Aioi Nissay Dowa Insurance have established specific evaluation criteria andguidelines for the exercise of voting rights of shares held. In the event that the criteria and guidelines are met,
dialogue will take place as necessary with the investee companies, and proposals shall be judged based on the
dialogue.
* Both companies will periodically report on its details on their websites.

Mitsui Sumitomo Insurance
https://www.ms-ins.com/english/company/aboutus/stewardship/
Aioi Nissay Dowa Insurance
https://dps.aioinissaydowa.co.jp/iportal/cv.do?c=3371730000&pg=1&v=AIO18001&d=AIOD03(2)[Principle 1.7] Procedures for related Party Transactions
a. With respect to transactions between the Company and a related party, to ensure that they do not harm the common
interests of the Company and the Company’s shareholders, such transactions as competition transaction by a director,
transactions between a corporate officer and the Company, and other transactions with conflict-of-interest
characteristics, such transactions will require prior deliberation and approval of a Board of Directors’ meeting with theattendance of multiple outside directors, and in the case of similar transactions by executive officers will require areport to the Board of Directors.
b. Transactions that fall under the category of related party transactions stipulated in the Companies Act and theOrdinance on Financial Statements, etc. are stated in the Annual Securities Report. The Annual Securities Report is amatter to be reported to the Board of Directors.
(3)[Supplementary Principle 2.4.1] Ensuring the diversity of core human resources of the Company
Please see Ⅲ3. “Measures to Ensure Due Respect for Stakeholders”.
(4)[Principle 2.6] Exercise of functions as an asset owner of a corporate pension plan
・The Mitsui Sumitomo Insurance Corporate Pension Fund and the Aioi Nissay Dowa Insurance Corporate Pension Fundhave been established in order for Mitsui Sumitomo Insurance and Aioi Nissay Dowa Insurance, which are the main
operating companies of the Group, to implement defined-benefit corporate pension plans and manage the pension
assets separately from the companies.
・Decisions regarding asset management of each Corporate Pension Fund are made by the Board of Representatives
based on deliberations by the Asset Management Committee. Personnel in the asset management, accounting, andhuman resources departments in each company who possess appropriate qualities shall be appointed to the AssetManagement Committee and the Board of Representatives, and labor union executives are appointed as
representatives of the beneficiaries.
・Personnel who have extensive experience in asset management shall undertake asset management operations of eachcorporate pension fund. In addition, both funds accepted the Stewardship Code.
・For each corporate pension fund, the incorporation of shares and the exercise of voting rights by investees are inaccordance with the evaluation criteria of the party to whom asset management has been delegated, and there are no
matters that constitute a conflict of interest.
(5)[Principle 3.1] Full Disclosurea. Aspiration of the Group (Mission etc.) and business strategies and business plans; ( [Principle 3.1(i)])(a) Business Objectives, etc.;
Please see the above I.1 ”Aspiration of the MS&AD Insurance Group” .
(b) Business strategies and business plans
Please see our Group’s Medium-Term Management Plan (FY2022-2025) Stage 2 on our company web site as
below.
https://www.ms-ad-hd.com/en/group/what/strategy/management_plan.html
b. Basic policy and guidelines on corporate governance; [Principle 3.1(ii)]
Please see the above I.1 “Basic Views” and the attached “the Basic Policies on Corporate Governance”.
c. Board policies and procedures in determining the remuneration of the senior management and directors; [Principle
3.1(iii)]
Please see the below II.1 “Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods<Remuneration Determination Processes>”.
d. Board policies and procedures in the appointment and dismissal of the senior management and the nomination of
directors and Audit & Supervisory Board Members candidates; [Principle 3.1(iv)]
・For policies regarding the nomination of directors and Audit & Supervisory Board Members candidates, please see
the below ”Criteria for the Selection of Director Candidates and Audit & Supervisory Board Member Candidates”,
in the Appendix of the attached ”Basic Policies on Corporate Governance”.
・For policies regarding the nomination of director candidates who engage in managing affairs continuously (including
Chairman & Director, Vice Chairman & Director and President), please see the above-mentioned criteria as well as“(8) Succession plan for the Chief Executive Officer (CEO), etc. a. Criteria for CEO Selection”.
・For procedures regarding the appointment of the senior management and the nomination of directors and Audit &Supervisory Board Members candidates, please see the below II.1 ”Committee’s Name, Composition, andAttributes of Chairperson” Supplementary Explanation “1. Nomination Committee (Nomination Process)”.
・For policies regarding the dismissal of directors who engage in daily business (including Chairman & Director, Vice
Chairman & Director and President), please see ”(10) Objective, timely and transparent procedures for thedismissal of a CEO”.
・The dismissal of executive officers and the dismissal of directors and Audit & Supervisory Board Members ofdomestic insurance companies in which the Company has direct investments shall be deliberated by the
Nomination Committee and determined by the Board of Directors upon receipt of the results of deliberations by the
Nomination Committee.
e. Explanations with respect to the individual appointments, dismissals and nominations based on d.[Principle 3.1(v)].
Please see [Reasons for selection as a candidate] in the “Notice of Convocation of Annual Shareholders Meeting”.
https://www.ms-ad-hd.com/en/ir/ir_event/meeting.html(6)[Supplementary Principle 3.1.3] Initiatives for sustainability, etc.;
a. Initiatives for sustainability
The Group, in collaboration with its stakeholders, is making steady progress toward realization of a “resilient andsustainable society” through its contributions to resolution of social issues and the Creating Shared Value (CSV)initiative.
With regard to “Sustainability,” we have positioned this as the fundamentals that support basic strategies. The Groupis focusing on realization of three materialities “Planetary Health (Symbiosis with global environment),” “Resilience(Safe and secure society),” and “Well-being (Happiness of diverse people),” which are highly important for both theGroup and our stakeholders.
In "Planetary Health (Symbiosis with the global environment)," we promote CSV initiatives to create common value
with society by positioning responses to climate change and the improvement of the sustainability of natural capital as
issues to be addressed in an integrated manner.
Regarding "Resilience (Safe and secure society)," in addition to accident prevention and mitigation, we carry out
research and study on new risks, and provide products and services that respond to them. By doing so, we contributeto the realization of a safe and secure society.
In order to address the issue “Well-being (Happiness of diverse people),” we have been promoting initiatives,
centering on “Adaptation to a society of healthy longevity,” “Respect for human rights” and “Improvement of
employee engagement.”
Please see our “Sustainability Report”.
https://www.ms-ad-hd.com/en/csr/report.html
b. For information on the impact of climate change risks and opportunities on our business activities and earnings,
please see our “TCFD/TNFD Report”.
https://www.ms-ad-hd.com/en/csr/community/climate_change/tcfd.html
c. Impact of natural capital risks and opportunities on business activities, earnings, etc.
By providing solutions and products that help improve the sustainability of natural capital, our group will build asustainable relationship between natural capital and business activities and contribute to coexistence with the global
environment.
For more information, please visit our company website or the "TCFD/TNFD Report".
https://www.ms-ad-hd.com/en/csr/community/creature.html
https://www.ms-ad-hd.com/en/csr/community/climate_change/tcfd.html
d. Investment in human capital and intellectual property(a)Human capital
Please refer to pages 79-84 of the Integrated Report (Annual Report).
https://www.ms-ad-hd.com/en/ir/library/disclosure.html
Additionally, please refer to pages 34-37 of “The 16th Financial Report”.
(b)Intellectual property
Regarding investment in intellectual property in our group, base on CSV×DX, we are developing new services
that come before and after coverage and protection using digital data. In addition, Digitalization Committee has
been set up as a task group to regularly discuss the promotion of digitalization.
In addition, through investment in startup companies, we are collaborating with these companies to make use of
cutting-edge technology to provide new services and enhance business operations. The main activities are as
follows.
・Providing new services for individuals and companies that contribute to risk measurement (quantification) andsecurity and safety measures for customers* Jointly developed solutions for enterprises with Coalition, which has cyber risk diagnosis technology. Provide
services・Enhancing and streamlining operations such as product development, insurance underwriting, and claims services.
(7)[Supplementary Principle 4.1.1] Scope and content of the matters delegated to the management
Please see Chapter 3. 2. “Role of the Board of Directors” in the attached “Basic Policies on Corporate Governance”.
(8) [Supplementary Principle 4.1.3] Succession plan for the Chief Executive Officer (CEO), etc.
The Company has formulated the succession plan that stipulates the selection of the Group CEO (hereinafter referred toas “CEO”) and the fostering of successors. The outline of the plan is as follows.
a. Criteria for CEO selection
・ Ability to embody the Group’s Mission, Vision and Values, and having the concept of CSV (Creating Shared Value
with society) in his/her own system of values
・ Ability to plan and build future visions
・ Fairness and impartiality
・ Ability to develop human assets
・ Ability to demonstrate leadership
・ Global response capability
・ Acting in the Group’s best interestb. CEO Selection Process(a) Recommendation by Current CEO・The current CEO prioritizes the candidates and recommends them to the Nomination Committee (the majority ofwhose members and the chairperson are appointed from among Outside Directors).
・ Candidates may be from within the Group as well as outside the Group.
(b) Deliberation by the Nomination Committee
・ The Nomination Committee deliberates on candidates recommended by the CEO.
・ Outside Directors can recommend other candidates.
(c) Resolution by the Board of Directors
After (a) and (b) above, the Nomination Committee advises the Board of Directors which makes the final decision.
c. Development Plan for CEO Candidates
The CEO must position the development of a large number of candidates as an important role for him/her and provide
the candidates from inside the Group with the following experience as needed.
・ Multiple departments (Management, operations, international, sales, claims services, systems, etc.)
・ Management of domestic operating companies and overseas subsidiaries

(9) [Supplementary Principle 4.2.1] Management remuneration
In order to realize a Director remuneration system functioning as an appropriate incentive for improving linkage
between Director remuneration and business performance and achieving sustainable growth for the purpose ofstrengthening governance and increasing medium term corporate value, the Company is introducing a restricted stock
remuneration plan to be allotted to the Directors excluding Outside Directors, from fiscal 2019.
For details, please see II 1. [Incentives].
(10) [Supplementary Principle 4.3.3] Objective, timely and transparent procedures for the dismissal of a CEO
a. When an Outside Director deems it necessary to discuss dismissal, such as when the CEO is subject to theprohibitions stipulated in the Executive Officers Rules (violating obligations set forth in the Companies Act and otherlaws and regulations or company regulations, etc.) or when it is determined that it is difficult for the CEO to properly
continue his/her duties due to health reasons or other reasons, the Outside Director shall deliberate on his/her own
initiative with members of the Nomination Committee excluding the CEO.
Based on the results of the deliberation, necessary procedures are carried out in accordance with the Companies Act
and internal regulations.
b. Directors who are not Outside Directors may request a meeting of the Board of Directors to be convened inaccordance with the Rules of the Board of Directors and submit proposals for dismissal of Directors at the General
Shareholders’ Meeting.
(11)[Principle 4.9] Independence Standards and Qualification for Independent (Outside）Directors
Please see the below II.1 [Independent Directors/Audit & Supervisory Board Members] “Matters relating to
Independent Directors/Audit & Supervisory Board Members” in this report, as well as 1.(1)”Eligibility” and 1.(3)“Independence” of “Criteria for the Selection of Director Candidates and Audit & Supervisory Board Member
Candidates”, in the Appendix of the attached” Basic Policies on Corporate Governance”.
(12)[Supplementary Principle 4.10.1] Policy, authority and role, etc. regarding the independence of the Committee
structure
Please see the following;・Ⅱ1. [Directors] ”Committee’s Name, Composition and Attributes of Chairperson” and its Supplementary Explanation
・Chapter 3. 10. Nomination Process and 11. Process of Determining Remuneration in the attached “Basic Policies on
Corporate Governance”(13)[Supplementary Principle 4.11.1] A view on the balance, diversity and Board size, and policies and procedures
for nominating directors.
a. Policies on the Board of Directors’ Overall Balance of Expertise, Experience, Capabilities, Diversity, and Scale・5 of the 11 Directors (8 men and 3 women) and 2 of the 4 Audit & Supervisory Board Members (2 men and 2 women)
have been appointed from outside the Company to incorporate perspectives independent from business execution,
strengthen monitoring and oversight functions, and conduct highly transparent management. Our company selects the
skills necessary to ensure the effectiveness of the Board of Directors, creates a skills matrix, and confirms that theBoard as a whole has the necessary skills. The Board of Directors as a whole strives to ensure diversity, including
gender, race and nationality, while considering the balance of knowledge, experience and abilities of the Board of
Directors as a whole.
・In addition to meeting the eligibility requirements under the Companies Act and the Insurance Business Act, outside
directors are selected based on their skills in areas such as corporate management, human resources, human resource
development and legal affairs, which are generally required. In addition, outside directors are selected based on theirskills based on the characteristics of our group's business, such as insurance business and internationality, as well as
their knowledge and experience in areas such as IT and digital sustainability.
・Director candidates other than Outside Director candidates must meet legal eligibility requirements. In addition, withthe goal of selecting candidates able to accurately and fairly supervise the overall management of insurancecompanies, candidates are selected based on consideration of specialized expertise, such as that stemming fromextensive experience working as a manager in an insurance company as well as on consideration of varied experience,highly specialized experience, and the ability to exercise leadership in accordance with the Company’s corporate
philosophy.
・At least one candidate for Audit & Supervisory Board Member shall have sufficient knowledge of accounting or
finance. One of the two Outside Audit & Supervisory Board Members is qualified as a certified public accountant andhas specialized knowledge of finance and accounting.
・Skills Matrix of the Board* Please see the attached “Skills Matrix of Director, Audit & Supervisory Board Member and Executive Officer”.
* The Company deliberated regarding skills necessary to assure the effectiveness of the Board of Directors(knowledge, experience, and capability), and from the standpoint of supervising the decisions made and executionof duties on matters required for management strategy, we set forth the following.
1. Base skills that are generally required“Corporate management”, “human resources and human asset development”, “legal affairs and compliance andinternal audit ”, “risk management” and “finance and accounting”
2. Skills complementing the fact that the core business of the MS&AD Group is insurance, and that we engage inbusiness globally“Insurance business” and “internationality”
3. Skills that take into account our current business environment and that are necessary to address business reform andissues considered important by the market“IT and digital” and “sustainability”
・Furthermore, regarding Audit & Supervisory Board Members, we also consider “finance and accounting” to beimportant skills.
・As demonstrated in the “Skills Matrix of Director, Audit & Supervisory Board Member and Executive Officer”
we believe that the Board of Directors as a whole has the necessary skills.

b. Criteria for the Selection of Director CandidatesPlease see “Criteria for the Selection of Director Candidates and Audit & Supervisory Board Member Candidates” in
the Appendix of the attached “Basic Policies on Corporate Governance”.
c. Overview of the Director Appointment Process
Regarding the appointment of Directors, upon deliberation by the Nomination Committee, the Board of Directors
determines its candidate(s), whose appointment is then decided by the Shareholders’ Meeting.
Please see the below II.1 “Committee’s Name, Composition, and Attributes of Chairperson” Supplementary
Explanation “1. Nomination Committee (Nomination Process)”.
(14)[Supplementary Principle 4.11.2] A status for concurrent positions of Outside Directors and Outside Audit &Supervisory Board Membersa. Outside Directors
Please see the below II.1 [Directors]“Outside Directors’ Relationship with the Company(2)Supplementary
Explanation of the Relationship”.
b. Outside Audit & Supervisory Board Members
Please see the below II.1 [Audit & Supervisory Board Members] “Outside Audit & Supervisory Board Members’
Relationship with the Company (2)Supplementary Explanation of the Relationship”(15)[Supplementary Principle 4.11.3] Disclosure of summary results of analysis and evaluation of overall
effectiveness of the Board of Directors＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝
1. Analysis and Evaluation Process
・As noted in Chapter 3.5 of the attached “Basic Policies on Corporate Governance,” an analysis and evaluation of theoverall effectiveness of the Board of Directors is conducted annually.
An outline of the analysis and evaluation of the effectiveness of the Board of Directors for FY 2023 is as follows.
(1) Questionnaires conducted for all Directors’ self-evaluation and board evaluation
・12-item questionnaire (composition of questions based on the role, responsibilities, and management of the Boardof Directors) and a gap analysis on the importance and appropriateness of the board proposal were distributed,
incorporating external knowledge. The questionnaire was conducted in the form of an interview by thesecretariat. In addition, the status of responses to inappropriate behavior that occurred at insurance companies
was confirmed.
・We also checked whether measures to improve the functions of the Board of Directors in fiscal 2022 (measures toimprove the functions of the Board of Directors in fiscal 2023) have been implemented.
(2) Exchange of opinions at the Outside Director Council
・At a meeting of the Outside Director Council (consisting of all the Outside Directors), Outside Directors
exchanged opinions about analysis and evaluation based on the results of the questionnaire.
(3) Summary of analysis and evaluation by the Governance Committee
・The Governance Committee (The Company consists of all outside directors, the Chairperson of the Board, theVice Chairperson of the Board and the President.) conducted analysis and evaluation based on the results of theexchange of opinions at the meeting of the Outside Board of Directors. In addition, we drew up measures toimprove the functions of the Board of Directors in fiscal 2024, utilizing expert knowledge from consulting firms.
(4) Initiatives in Fiscal 2024
・We will promptly commence and strengthen measures for improving capabilities in fiscal 2024, and link them to a
PDCA cycle aimed at enhancing effectiveness.
2. Summary of the Results of Analysis and Evaluation
Based on the content of discussions at the Board of Directors meeting in fiscal 2023, the performance of functions,operational aspects, and the status of training and information provision to outside officers, the following results
were obtained.
(1) Fiscal 2023 Initiatives and Board of Directors Evaluation Results・All Directors strongly recognize that the Medium-Term Management Plan is a commitment to internal andexternal stakeholders, and full information is shared and discussed about progress management andcountermeasures, and the best efforts are made to realize the plan.
・Executive study sessions on highly specialized areas were held, and the knowledge of individual directors wasenhanced. This contributed to the improvement of the quality of discussions on the board as a whole. It isnecessary to continue the study sessions on the areas closely related to the insurance business.
・Business investment is being fully discussed at an early stage. However, it is desirable to enhance the explanationof the direction of new business investment and the reversal of past business investment.
・Insufficient penetration of the Management Philosophy, etc. into the front line is considered to be one of thecauses of the insurance premium adjustment problem, etc., and it is(2) Measures to improve functions in fiscal 2024
・With regard to business investment projects, opportunities will be provided to deepen discussions on thepositioning of overseas businesses in the overall strategy and the explanation of the past history at the time of thecapital increase.
・Opportunities will be expanded to provide explanations on the long-term direction and outlook for growthstrategies and capital policies (including shareholder returns) by utilizing opportunities at board meetings andexecutive study sessions.
・Efforts will be made to improve the analysis method of employee awareness surveys, as well as to confirm thestatus of the penetration and implementation of management principles among employees by holding tours of thefront lines of insurance business companies and continuing to exchange opinions with overseas management.
＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝＝(16)[Principle 4.14] [Supplementary Principle 4.14.1] [Supplementary Principle 4.14.2] Criteria for Directors andAudit & Supervisory Board Members Training

Please see Chapter 3.8 ”Support Systems for Directors and Audit & Supervisory Board Members” in the attached” Basic
Policies on Corporate Governance”.
(17)[Principle 5.1] [Supplementary Principle 5.1.2]Policies concerning the measures and organizational structures
aimed at promoting constructive dialogue with shareholders＜Policy for Constructive Dialogue with Shareholders＞(17)-1. Basic Approach
The Company will actively engage in constructive dialogue with shareholders for the Company's sustained growthand enhancement of its medium- to long-term enterprise value, and will endeavor to generate further enterprise value
by utilizing such dialogue in managing the Company.
In addition, the Company is engaged in establishing internal structure for disclosure of reliable information that canform a foundation for this dialogue, and in creating mechanisms to more effectively provide management and theBoard of Directors with feedback regarding the content of such dialogue.
(17)-2. Control Manager for Constructive Dialogue
This shall be Executive Officer (responsible for the Corporate Communications and Investor Relations Department).** Tetsuji Higuchi, Representative Director, Executive Vice President, Chief Financial Officer (responsible for the
Corporate Planning Dept. and the Corporate Communications and Investor Relations Dept.), is currently in chargeof this assignment.
(17)-3. Specific efforts regarding constructive dialogue with shareholder
a. The Corporate Communications and Investor Relations Department, which assists with shareholder dialogue, andvarious other departments within the Company, and efforts to expand means of dialogue. [Supplementary Principle
5.1.2(ii)(iii)]
・Holding regular meetings for the Corporate Communications and Investor Relations Department to provide feedback
to other relevant departments
・Holding investor briefings led by the heads of each business unit
・Holding exchanges of opinion with investors for the purpose of dialogue between senior management and investors
・Enhancement of the Integrated Report (Annual Report), a tool for constructive dialogue.
b. Measures for providing senior management and the Board of Directors with feedback regarding shareholder dialogue[Supplementary Principle 5.1.2(iv)]
・Semiannual IR activity reports and feedback on the equity market’s perspective of the Company to the GroupManagement Committee and the Board of Directors.
・Quarterly reports to senior management on the status of the Company’s share price.
・Reports to senior management on areas of interest and evaluation of investors regarding overseas IR trips andfinancial results announcements.
c. Measures concerning control of insider information in the course of shareholder dialogue [Supplementary Principle
5.1.2(v)]・Timely and fair disclosure of information fully utilizing the Company’s website
・Compliance with rules on the prevention of insider trading, etc., and refraining from dialogue related to earnings in
the quiet period established in the IR policy.
d. Implementation status of dialogue with shareholders, etc
・Please refer to pages 85-86 of the Integrated Report (Annual Report).
https://www.ms-ad-hd.com/en/ir/library/disclosure.html(18)Status of enactment of principles other than the above
a. [Principle 1.3] Basic Capital Management Policy; [Principle 5.2] Formulation and Announcement of Management
Strategy and Management Plans
In the Group's Medium-term Management Plan, we have established the Shareholder returns policy and an theInvestment policy, and have set targets for financial soundness, profitability, and capital efficiency.
https://www.ms-ad-hd.com/en/group/what/strategy/capital.html[Shareholder returns policy]
・We aim to ensure shareholder return based on shareholder dividends and repurchase of own shares by adopting abenchmark of 50% of Group Adjusted Profit (Note 1).
・Under the medium-term management plan (FY2022-FY2025) Stage 2, for the basic return, we increase dividends
per share in line with the growth of profit. In principle, the Company does not reduce ordinary dividends. It will
distribute a portion of the profits gained from the acceleration of sales of strategic equity holdings to shareholders
as special dividends.** Extra dividends paid to shareholders when exceptional profits are posted in addition to the ordinary dividends
paid each accounting period.
・Provide additional returns in an agile and flexible manner, in light of market trends, the business environment,
capital position and other factors.
[Investment Policy]
Strengthen：Investment to strengthen the competitiveness of existing businesses
・We will carry out investments that demonstrate a strong awareness of ROI, including investments aimed atpromoting digitalization, such as investments in information systems.
Expand：Investment to diversify and expand the business portfolio
・We will consider the investments from the perspectives of shared values, sustainable growth models and risk
diversification in terms of geography and business category.
・The targets include the United States, the world's largest nonlife insurance market, and Asia, where growth isexpected.
Innovate：Investment to create new business territories
・Investment to search for technologies and business models that will be game changers over the next 3 to 5 years

[Financial soundness]
・The ESR target range is between 180% ~ 250% in order to accumulate capital to support business investments andto make investments flexibly.
[Measures to realize management that is conscious of capital costs and stock prices]・We will achieve a Group Adjusted Profit of JPY 760.0 billion (JPY 450.0 billion if the effect of the sale of strategic
equity holdings is excluded) and a Group Adjusted ROE of 16% (10% if the effect of the sale of strategic equity
holdings is excluded). (Note 2) in fiscal 2025.
・For details of our specific initiatives to increase corporate value and the current status of these initiatives, pleaserefer to “Capital Policy and Shareholder Return Policy” and Integrated Report (Annual Report) on our company
website.
＜our website ＞
Capital Policy and Shareholder Return Policy
https://www.ms-ad-hd.com/en/group/what/strategy/capital.html＜Financial and Capital Strategies＞
Please refer to pages 35-38 of the Integrated Report (Annual Report).
https://www.ms-ad-hd.com/en/ir/library/disclosure/main/015/teaserItems2/0/link/MSAD2023_E.pdf＜our website ＞
Please refer to pages 19-21 of Handouts (FY2024 First Information Meeting).
https://www.ms-ad-hd.com/en/ir/ir_event/event/presentation/main/0111111/teaserItems1/04/linkList/00/link/20240
527_E_2.pdf
Note1: Group Adjusted Profit is the MS&AD Insurance Group’s own profitability indices. They are calculated by thefollowing formula.
Group Adjusted Profit = consolidated net income + provision *2 for catastrophe loss reserve and others*1 – otherincidental factors (amortization of goodwill and other intangible fixed assets andothers) + equity in earnings of the non-consolidated Group companies*1 Catastrophe reserves, contingency reserves and reserve for price fluctuation of domestic non-life insurance
business and MSI Aioi Life
*2 Subtraction in case of reversal
Note 2: Group Adjusted ROE＝Group Adjusted Profit ÷ Adjusted net assets*3 (average of beginning and ending
amounts of B/S)
*3 Adjusted Net Assets = Consolidated net assets + Catastrophe reserve and others - Goodwill and other intangible
fixed assetsb. [Supplementary Principle 3.1.2] Disclosure in English
The Company has disclosed and provided the following required documents in English.
Notice of Convocation of Shareholders Meeting, Notice of Resolutions of Shareholders Meeting, Summary of
Financial Statements, Timely Disclosure, Corporate Governance Report, Integrated Report (Annual Report)c. [Principle 4.8] [Supplementary Principle 4.8.1] [Supplementary Principle 4.8.2] Independent (Outside）Directors
The Board of Directors consists of 11 members (8 men and 3 women), and more than 1/3 of the directors (5 members)
are independent outside directors.
Aiming to enable Outside Directors to engage freely in constructive discussions and opinion exchanges, we haveformed the following committee and meetings.
■ Governance Committee■ Outside Directors Council■ Outside Directors and Outside Auditors Joint Council(a) Governance Committee
The Governance Committee whose chairperson is elected by mutual vote of the Outside Directors has been
established for the purpose of discussion by all Outside Directors, Chairman & Director, Vice Chairman & Director
and President regarding matters related to the status of policies regarding and stance on corporate governance. The
Governance Committee met twice in fiscal 2023.
(b) Outside Director Council
We have established an Outside Director Council, whose members are only Outside Directors.
The Governance Committee uses discussions within the Outside Director Council as a basis to discuss matters with
Chairman & Director, Vice Chairman & Director and President and also make recommendations to the Board of
Directors as required. The Outside Director Council met once in fiscal 2023.
(c) Outside Directors-Audit & Supervisory Board Members Joint Council
The Joint Meeting of Outside Directors and Audit & Supervisory Board Members has been established to deepen
cooperation between Outside Directors and Audit & Supervisory Board Members. The meeting was held twice infiscal 2023.
d. [Principle 4.12] [Supplementary Principle 4.12.1] Efforts to encourage active discussion at meetings of the Board of
Directors
For the overview, please refer to the attached MS&AD Insurance Group Basic Policies on Corporate Governance,
Chapter 3, 4. Operation of the Board of Directors.
The following efforts have been implemented to encourage active discussion at meetings of the Board of Directors.
・Materials for the proceedings are distributed in advance, with supplementary explanations provided during meetingsof the Board of Directors. The Corporate Planning Department, which serves as secretariat for the Board of
Directors, also provides explanations in advance to Outside Directors and Outside Audit & Supervisory Board
Members.
・To encourage attendance, members of the Board are notified of the annual schedule of meetings, which isdetermined in advance, basically ensuring an attendance rate of 75% or greater.
・Agenda items are set appropriately based on a once-monthly meeting schedule, with additional meetings held as
required. Care is taken to ensure sufficient time for discussion based on the number of agenda items.
・For efforts in fiscal 2023 refer to (15) [Supplementary Principle 4.11.3] Disclosure of summary results of analysis

and evaluation of overall effectiveness of the Board of Directors.

2. Capital Structure
Foreign Shareholding Ratio

more than 30%【Status of Major Shareholders】
Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust account)Toyota Motor Corporation
Nippon Life Insurance Company
Custody Bank of Japan, Ltd. (Trust account)
JP MORGAN CHASE BANK 380055
STATE STREET BANK WEST CLIENT - TREATY 505234
JPMorgan Securities Japan Co., Ltd.
SSBTC CLIENT OMNIBUS ACCOUNTSTATE STREET BANK AND TRUST COMPANY 505103
JP MORGAN CHASE BANK 385781

Number of Shares Owned
75,762,300
52,610,933
36,325,258
26,808,460
13,037,914
9,163,679
7,631,932
7,036,305
6,555,279
6,501,510

Percentage (%)
14.29
9.92
6.85
5.06
2.46
1.73
1.44
1.33
1.24
1.23

－
None

Controlling Shareholder (except for Parent Company)
Parent Company
Supplementary Explanation

・“Status of Major Shareholders” above is based on the register of shareholders as of March 31, 2024.
・“Percentage” in “Status of Major Shareholders” above shows the ratio of the number of shares held by such shareholder
to the total number of the outstanding shares (excluding treasury shares).
・Regarding shares of the Company, BlackRock Japan Co., Ltd. submitted a change report as of December 5, 2022
pertaining to a report of possession of large volume, Sumitomo Mitsui Trust Asset Management Co., Ltd. submitted achange report as of August 4, 2023 pertaining to a report of possession of large volume and Nippon Life Insurance
Company submitted a change report as of February 22, 2024 pertaining to a report of possession of large volume
respectively. However, since the Company cannot confirm the number of shares substantially held by them as of March
31, 2024, such information is not disclosed in “Status of Major Shareholders” above.

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

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

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

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

Company with Board of Corporate Auditors[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board
Number of Directors
Number of Outside Directors
Number of Independent Directors

15
1 yearChairman(except holding concurrent post of President）
11
5
5Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*

a b c d e f g h i
Mariko Bando
From another company
Junichi Tobimatsu
LawyerRochelle Kopp
From another company
Akemi Ishiwata
From another company
Jun Suzuki
From another company*
Categories for “Relationship with the Company”*“○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past*“●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pastjka. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a Director/Audit & Supervisory Board Members
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (thedirector himself/herself only)
i. Executive of a company, between which and the Company Outside Directors/Audit & Supervisory Board Members
are mutually appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director himself/herself
only)
k. Others
Outside Directors’ Relationship with the Company (2)Name

Designation as
Independent
Director

Supplementary Explanationof the Relationship

Reasons of Appointment

MarikoBando○Chairperson of the board,
Showa Women’s University
Outside Director,
Mitsubishi ResearchInstitute, Inc.
Outside Director, Itoki
Corporation

JunichiTobimatsu○

Attorney-at-law, GAIENPARTNERS
Outside Director (Auditor),
CANDEAL Co., Ltd

Rochelle
Kopp○

Managing Principal, Japan
Intercultural Consulting
Outside Director,
Lightworks Corporation

Akemi
Ishiwata○-

Jun Suzuki○

Outside Director, Idemitsu
Kosan Co., Ltd

Ms. Mariko Bando has gained a wealth of insightand experience in the administrative andeducational fields as well as diversity promotion
from previously serving as Director General of
Gender Equality Bureau of the Cabinet Office,Consul General of Japan in Brisbane, Australia,
President of Showa Women’s University, etc. We
expect to continue to draw that insight andexperience and have her supervise the management
and provide advice on management overall fromher expert perspective, particularly in regard topromoting diversity.
Mr. Junichi Tobimatsu has a wealth of insight andexperience concerning overall corporate legal
affairs including those of overseas companies as an
attorney-at-law. We expect to continue to draw that
insight and have him supervise the management
and provide advice on management overall fromhis expert perspective, particularly in regard tosecuring soundness of the management of theGroup.
Ms. Rochelle Kopp has a wealth of insight intocross-cultural communication and experience inboth Japan and the U.S. as a management
consultant. We expect to continue to draw that
insight and experience and have her supervise themanagement and provide advice on management
overall from her expert perspective, particularly inregard to the Group’s global expansion.
Ms. Akemi Ishiwata has a wealth of insight onsustainability gained from previously serving as
Executive Officer of Kao Corporation, leading its
ESG activities. She also has experience as a
general manager in charge of public relations andcorporate branding. We expect to draw that insightand experience and have her supervise
management and provide advice on management
overall from her broad perspective.
Mr. Jun Suzuki has extensive experience as amanagement executive by having served as
Representative Director, President & CEO of Teijin
Limited, and has a wealth of knowledge on global
management by having served as the Teijin GroupChief Representative in Europe and otherpositions. The Company expects to draw from thatexperience and insight and have him supervise
management and provide advice on overallmanagement from his expert perspective,
particularly in regard to global management.
Voluntary Establishment of Committee(s) Corresponding toNomination Committee or Remuneration Committee

Established

Committee’s Name, Composition, and Attributes of Chairperson

Committee’s NameAll Committee Members
Full-time Members
Inside Directors
Outside Directors
Outside Experts
Other
Chairperson

Committee Corresponding toNomination Committee
Nomination Committee
8
0
3
5
0
0
Outside Director

Committee Corresponding to
Remuneration Committee
Remuneration Committee
8
0
3
5
0
0
Outside Director

Supplementary Explanation
For the purpose of maintaining high transparency, the Company has formed the Nomination Committee and Remuneration
Committee as internal committees of the Board of Directors. Please note that these 2 committees comprise 8 members each,and the chairpersons and other members are appointed from among members of the Board of Directors. With respect toeach of the 2 committees, a majority of the members and the chairperson have been appointed from among the Outside
Directors.
1. Nomination Committee (Nomination Process) <At least once a year>
・The Nomination Committee deliberates on major management personnel matters and provides advice on these matters to
the Board of Directors. Such matters include the selection of candidates for the positions of Director, Audit &Supervisory Board Member, and Executive Officer of the Company as well as the selection of Directors and Audit &Supervisory Board Members for domestic insurance companies in which the Company has direct investments.
・Outside directors shall comprise a majority of Committee members and the Committee chairman, who shall be selectedby the Board of Directors. In fiscal 2024, after the Regular General Shareholders’ Meeting, the Committee has 8
members made up of all 5 outside directors, Chairman & Director, Vice Chairman & Director and President.
・With respect to the evaluation of candidates for Director and candidates for Executive Officer, evaluation items include
performance evaluations (corporate performance) and other items.
・The Board of Directors appoints candidates for Director as well as candidates for Audit & Supervisory Board Member
and Executive Officers based on advice from the Nomination Committee. The utmost respect is given to that advice inmaking selections. The consent of the Audit & Supervisory Board must be obtained for candidates for Audit &Supervisory Board Member.
・From the perspective of making effective discussions to strengthen corporate governance at the Nomination Committee,
policy for selecting candidates for Directors and Audit & Supervisory Board Members is added to the deliberation items.
It has been clarified that the Nomination Committee shall meet at least once a year.
・In fiscal 2023, the Nomination Committee met 5 times, and held discussions on issues, including the selection ofcandidates for Outside Auditor.
■ Please see “Criteria for the Selection of Director Candidates and Audit & Supervisory Board Member Candidates” in
the Appendix of the attached “Basic Policies on Corporate Governance”.
2. Remuneration Committee<At least once a year>
・This committee advises the Board of Directors regarding the remuneration of Directors and Executive Officers of theCompany as well as the remuneration systems for management of domestic insurance companies in which the Company
has direct investments.
・Outside directors shall comprise a majority of Committee members and the Committee chairman, who shall be selectedby the Board of Directors. In fiscal 2024, after the Regular General Shareholders’ Meeting, the Committee has 8
members made up of all 5 outside directors, Chairman & Director, Vice Chairman & Director and President.
・From the perspective of making effective discussions to strengthen corporate governance at the Remuneration Committee,
policy for remuneration of Directors and Executive Officers is added to the deliberation items. It has been clarified that
the Remuneration Committee shall meet at least once a year.
・In fiscal 2023, the Remuneration Committee met 1 time.
■ For an overview of the process of determining remuneration, see the “Disclosure Regarding Policies for Determining
Amount of Remuneration and Method of Calculation” below.
[Audit & Supervisory Board Member]

Establishment of Board of Auditors
Maximum Number of Audit & Supervisory Board
Member Stipulated in Articles of Incorporation

Established6

4

Number of Audit & Supervisory Board Member

Cooperation among Audit & Supervisory Board Member, Accounting Auditors and Internal Audit Departments
1. Cooperation between Audit & Supervisory Board Member and Accounting Auditor
Audit & Supervisory Board Members shall receive reports and explanations on plans, operations and outcomes ofauditing from the Accounting Auditor in regular liaison meetings with the Accounting Auditor, also attended by theInternal Audit Department, and various issues on accounting audit shall be discussed when necessary. Furthermore,
Audit & Supervisory Board Members shall make an effort to share information with the Accounting Auditor, such asproviding information obtained in audit activities that is useful for audits by the Accounting Auditor.
2. Cooperation between Internal Audit Department and Audit & Supervisory Board Members (and Directors)
The Company has established an internal audit department, the head of which reports directly to the Board of Directors
on the outcome of its activities, thus sharing information with all Directors and Audit & Supervisory Board Members.
Audit & Supervisory Board Members also share opinions with the department on such matters as planned internal audits
and/or their progress, in addition to collecting every audit report issued by the department.
3. Cooperation between Accounting Auditors and the Internal Auditing Department
When so required, the Accounting Auditors and the Internal Auditing Department share information, and are working tostrengthen cooperation between them in order to conduct proper audits.
Appointment of Outside Audit & Supervisory Board Member
Number of Outside Audit & Supervisory Board Member
Number of Independent Audit & Supervisory Board Member

Appointed
22Outside Audit & Supervisory Board Member’s Relationship with the Company (1)NameAttributeabc

Relationship with the Company*d e f g h
i
j
k

l

m

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

Designation as
Independent Audit& Supervisory
Board Member

Supplementary Explanationof the Relationship

Kyoko
Uemura○Attorney-at-Law, Miyama,
Koganemaru & Associates

Taisei
Kunii○

Outside Corporate Auditor,
SUMITOMOCORPORATION LTD.

Reasons of Appointment

As a legal professional, Ms. Kyoko Uemura has
held a number of posts, including a judge andattorney-at-law. She has been stating opinions at
meetings of the Company’s Board of Directors
and on other occasions based on her knowledge
and experience. We propose to reappoint her as
Outside Audit & Supervisory Board Member inorder to draw on her knowledge and experiencein the management of the Company.
As an expert in accounting and auditing, he has
been engaged in practice as a certified public
accountant for many years, and would like hisknowledge and experience to be reflected in the
management of the Company at the Board of
Directors of the Company, etc.

[Independent Directors/Audit & Supervisory Board Members]
Number of Independent Director/Audit & Supervisory Board Member

7

Matters relating to Independent Directors/Audit & Supervisory Board Members
1. Outline
5 Directors and 2 Audit & Supervisory Board Members have been appointed from outside the Company to incorporate
perspectives independent from management, strengthen monitoring and oversight functions, and conduct highly
transparent management.
Please note that there are no concerns that the interests of these Outside Directors and Outside Audit & Supervisory
Board Members of the various companies will be in conflict, in terms of human, capital, transactions, or otherrelationships, with the interests of shareholders in general. These Directors and Audit & Supervisory Board Members are
independent, and their names as independent outside officers have been filed with the Tokyo Stock Exchange Co., Ltd.,and Nagoya Stock Exchange Co., Ltd.
2. [Principle 4.9] Independence standards and qualification for independent directors
Outside Directors adopt a perspective independent of management, strengthen monitoring and supervisory functions,and contribute to ensuring highly transparent management. In addition, by receiving advice on overall management
based on the work histories, backgrounds, and knowledge of Outside Directors, we can ensure a system that enables
them to make important business execution decisions appropriately.
The Company has formulated "Criteria for the Appointment of Director Candidates and Audit & Supervisory Board
Member Candidates" as described in the attached "Attachment to the Basic Policy on Corporate Governance," and thequalifications and qualifications are specified in 1. (1) of the criteria. In addition, 1. (3) sets forth the independence fromthe Company when appointing Outside Officers.
3. In the section on “Applicable Supplemental Information,” the minimum criteria set by the company fortransactions to be noted as attributes for Outside Directors are summarized as follows:(1) If the amount of transactions with the Company is less than 2% of the annual net sales of the Company or the otherparty;(2) A consultant, accounting professional, or legal professional who has received, other than officer compensation,
average cash or other financial benefits of less than 10 million yen per year for the past 3 years from the Company or
subsidiaries of the Company;[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration / other

Supplementary Explanation
The Company has introduced performance-based remuneration (linked to corporate and personal performance) into its
corporate officer remuneration system. Please refer to [Director Remuneration] Disclosure of Policy on Determining
Remuneration Amounts and Calculation Methods below.
In order to realize a director remuneration system functioning as an appropriate incentive for improving linkage between
director remuneration and business performance and achieving sustainable growth for the purpose of strengthening
governance and increasing medium term corporate value of the Group, the Company has introduced a restricted stock
remuneration plan for Directors (excluding Outside Directors). The plan involves granting treasury stock or new stock(allotment of restricted stock) by replacing a portion of the Company’s performance-based monetary remuneration with
monetary remuneration receivables provided by means of contribution in kind.
The Company introduced the same system as mentioned above and granted treasury stock or new stock (allotment of
restricted stock) to the Company’s executive officers and the Directors (excluding Outside Directors) and Executive
Officers of Group domestic insurance companies in which the Company has direct investments, by replacing a portion of
the Company’s performance-based monetary remuneration with monetary remuneration receivables provided by means ofcontribution in kind.
Recipients of Stock Options―――

Supplementary Explanation―――[Director Remuneration]
Disclosure of Individual Directors’ Remuneration

Selected Directors

Supplementary Explanation
We disclose the total amounts of remuneration to all Directors and to all Audit & Supervisory Board Members according to
the category (Directors/Audit & Supervisory Board Members) and according to the types of remuneration. We also
disclose total amounts of consolidated remuneration to officers amounting to 100 million yen or more.
<Total amounts of remuneration to Directors and Audit & Supervisory Board Members for fiscal 2023>(Millions of yen)
Total amount of
Total amount of each type of remuneration
remuneration
Fixed
Performance-linked remuneration
remuneration
Monetary
Stock-based
remuneration
remuneration
Directors
352
181
133
38
(7 persons*)Audit & Supervisory Board Members
56
56(3 persons*)
Outside Officers
92
92(8 persons)* Excluding Outside Directors and Outside Audit & Supervisory Board Members

-

-

-

-

<Total amounts of consolidated remuneration amounting to 100 million yen or more>(including remuneration for corporate officer posts at main consolidated subsidiaries)
Total amount ofconsolidated
remuneration
Director Yasuyoshi Karasawa
Director Yasuzo Kanasugi
Director Noriyuki Hara

127
101
139

(Millions of yen)
Total amount of each type of remuneration
Fixed
Performance-linked remuneration
remuneration
Monetary
Stock-based
remuneration
remuneration
55
71
0
56
21
23
65
42
30

Policy on Determining Remuneration Amounts and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Policies for determining the content of individual remuneration for Directors, etc.
The Board of Directors of the Company passed the following resolution on policies for determining the content of
individual remuneration for Directors, etc. at its meetings held on February 14, 2019, May 20, 2019, May 20, 2021 andDecember 27, 2022 after deliberation by the Remuneration Committee of which a majority of the members are Outside
Directors.
1. Basic policy
・The purpose is to strengthen governance and enhance the medium- to long-term corporate value of the Group.
・The officer remuneration system shall function as an appropriate incentive for sustainable growth, linking with thebusiness performance of the Company.
・The level of remuneration shall be competitive as a global company.
2. Decision process(1)Remuneration for Directors
・To ensure transparency, it shall be decided by resolution of the Board of Directors after deliberation by the
Remuneration Committee, of which a majority of the members are Outside Directors, within a range determined byresolution of the Shareholders Meeting.
・The Remuneration Committee provides advice to the Board of Directors on the amount of remuneration for Directors
and policies regarding decisions on the determination of officer remuneration.
・The Board of Directors respects the advice of the Remuneration Committee to the maximum possible extent. And theamount of remuneration is determined after confirmation that it is in line with the remuneration system established byresolution of the Board of Directors.
Furthermore, the Board of Directors has confirmed that, in regard to the individual remuneration of Directors for the
relevant fiscal year, the advice of the Remuneration Committee has been respected to the maximum possible extent andit is in line with the remuneration system established by resolution of the Board of Directors. The Board of Directors has
therefore judged that it is in line with this basic policy for determining the remuneration of Directors.
(2)Remuneration for Audit & Supervisory Board Members
・It shall be decided by discussion among Audit & Supervisory Board Members within a range determined by resolutionof the Shareholders Meeting, taking into consideration full-time/part-time, audit operation assignment, the details andlevel of Directors’ remuneration.
3. Overview of remuneration(1)Composition of remuneration
Fixed remuneration

Performance-linked remuneration
Monetary
Stock-based
remuneration
remuneration
Directors (excluding Outside Directors)✓✓✓
Outside Directors✓
Audit & Supervisory Board Members✓
・Composed of fixed remuneration and performance-linked remuneration. Outside Directors and Audit & Supervisory
Board Members shall be provided only fixed remuneration.
・Fixed remuneration is determined in accordance with officers’ position.
・Performance-linked remuneration is determined based on business performance.
・Performance-linked remuneration is composed of monetary remuneration and stock-based remuneration.
・Fixed remuneration is paid on a monthly basis, and performance-linked remuneration is paid after the end of eachfiscal year.
・The standard proportions of the components of officer remuneration differ depending on the officer’s position, as
shown below. (This excludes Outside Directors and Audit & Supervisory Board Members.)<President & Director>

The proportion of performance-linked remuneration is higher than for other positions.
(Standard ratios)[Fixed remuneration]
50%[Performance-linked
remuneration]
Monetary remuneration
25%[Performance-linked
remuneration]
Stock-based
remuneration
25%<Other positions>
The composition is such that the proportions of fixed remuneration and performance-linked remuneration differ
depending on the officer’s position(Standard ratios)[Fixed remuneration]
Approx. 60% - approx. 70%[Performance-linked
remuneration]
Monetary
remuneration
Approx. 20%[Performance-linked
remuneration]
Stock-based
remuneration
Approx. 10% approx. 20%(2)Contents of stock-based remuneration
・Restricted stock shall be provided as stock-based remuneration and in principle, the Transfer Restrictions shall be
released upon retirement of the related Director.
・If it is found that a Director was involved in a fraudulent act while in office, the Company acquires the restricted
stock for free during the Transfer Restriction Period or the Director is made to return it after the transfer restriction
is released.
Overview of restricted stock remuneration plan
Eligible Directors
Directors excluding Outside Directors
Amount of monetary remuneration to be
200 million yen per year
provided (maximum)
Type of shares to be allotted
Common shares (with transfer restrictions under arestricted stock allotment agreement)
Number of shares to be allotted (maximum)
130,000 shares per year
Transfer restricted period
Period from the allotment date to the date on which
the related Eligible Director resigns or retires as theCompany’s Director or from another position which
the Board of Directors has determined.
4. Key performance indicators pertaining to performance-linked remuneration
・Performance-linked remuneration shall be linked with the business performance of the Company and determined basedon financial and non-financial indicators.
・Financial and non-financial indicators have been selected after taking into consideration the Group’s Medium-Term
Management Plan (2022-2025) and the details of indicators and reasons for their selection are as follows.
(1)Financial indicators
・Financial indicators are indicators that are used to reflect business performance in a single fiscal year in officer
remuneration.
Indicator
Reasons for selection
We have selected Group Adjusted Profit, which is an indicator of・ Group Adjusted Profit (*1)
shareholder returns, Group Adjusted ROE, which is an indicator of・ Consolidated Net Income
capital efficiency, and Consolidated Net Income, which is a key
・ Group Adjusted ROE (*2)
indicator of business performance for the Group.
* Following the introduction of IFRS, we plan to change the above
indicators to “Net Income under IFRS” and “Adjusted ROE” on an
IFRS basis.
*1:Group Adjusted Profit
Consolidated net income ＋ provision for catastrophe loss reserve and others － other incidental factors(amortization of goodwill and other intangible fixed assets, and others) ＋ equity in earnings of the
non-consolidated group companies*2:Group Adjusted ROE
Group Adjusted Profit ÷ average of beginning and ending amounts on BS of adjusted net assets (consolidated
net assets ＋ catastrophe reserves, and others － goodwill and other intangible fixed assets)(2)Non-financial indicators
・Non-financial indicators are indicators that are used to reflect initiatives contributing to medium- to long-termbusiness performance in officer remuneration.
Evaluation item
Reasons for selection
Basic“Basic strategies” and “Platforms” that
〇 Value (creating value)
strategies
support the basic strategies have been
〇 Transformation (business transformation)
selected as non-financial indicators in〇 Synergy (demonstrating Group synergy)
order to realize “A corporate group that
Platforms〇 Sustainability
supports a resilient and sustainable〇 Quality
society,” which is an aspiration of the〇 Human resourcesGroup’s Medium-Term Management Plan
〇 ERM
(2022-2025).

(3)Application methods for financial and non-financial indicators
・The standard ratio between financial and non-financial indicators used in the calculation of performance-linked
remuneration shall be “50:50”.
・The application coefficients for financial and non-financial indicators shall vary within ranges of 0 to 3.0 and 0.5 to
1.5, respectively, with 1.0 as the standard.
・The monetary remuneration and stock-based remuneration components of performance-linked remuneration shalleach be calculated as follows, based on standard amounts for each position.
Monetary remuneration： Standard amount per position × business performance coefficient (financial
indicators × 80% + non-financial indicators × 20%)
Stock-based remuneration： Standard amount per position × business performance coefficient (financial
indicators × 20% + non-financial indicators × 80%)
・Monetary remuneration is structured such that it more strongly reflects business performance in a single fiscal year,
by having a higher ratio for financial indicators than non-financial indicators.
・Stock-based remuneration is structured such that it more strongly reflects an evaluation of initiatives contributing to
the enhancement of corporate value over the medium- to long-term, by having a higher ratio for non-financial
indicators than financial indicators.
5. Resolutions related to officer remuneration at the Shareholders Meeting<Remuneration of Directors>
Shareholders Meeting held on June 25, 2018 [10th Annual Shareholders Meeting]
Resolved that the maximum amount of remuneration of Directors in total (exclusive of wages as an employee
payable to a Director also serving as an employee) shall be 500 million yen per year (of which remuneration for
Outside Directors shall be no more than 100 million yen per year). The number of Directors was 12 (including 5
Outside Directors) as at the close of the Annual Shareholders Meeting.
Shareholders Meeting held on June 24, 2019 [11th Annual Shareholders Meeting]
Resolved to introduce a new restricted stock remuneration plan with delayed delivery and that the total amountof monetary remuneration receivables to be paid for the allotment of restricted stock to Directors other than
Outside Directors shall be up to 200 million yen per year. The number of Directors other than Outside Directors
was 7 as at the close of the Annual Shareholders Meeting.
<Remuneration of Audit & Supervisory Board Members>
Shareholders Meeting held on June 25, 2009 [1st Annual Shareholders Meeting]
Resolved that remuneration shall be up to 110 million yen per year. The number of Audit & Supervisory Board
Members was 4 as at the close of the Annual Shareholders Meeting.
[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]
Outside Directors are supported by the General Planning Department, and Outside Audit & Supervisory Board Members
are supported by the Office of Audit & Supervisory Board Members.
Regarding proposals to be submitted to the Board of Directors, the General Planning Department, which is thesecretariat of the Board of Directors, is staffed by Outside Directors and Outside Audit & Supervisory Board Members
to provide advance explanations and provide necessary information.
In addition, important risk information, etc. is reported to all Directors and Audit & Supervisory Board Members
regardless of whether they are internal or external.
■ For more-detailed information, please see Chapter 3.8 ”Support Systems for Directors and Audit & Supervisory Board
Members” in the attached “Basic Policies on Corporate Governance”.
[Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)]
Employment terms
Job title/(Full/part time,
Name
Responsibilities
position
with/withoutcompensation, etc.)
Honorary Advisor, External relations in the businessToshiakiPart time
Mitsui Sumitomocommunity (not involved in
Egashira
Without compensation
Insurance
management)
Standing Advisor,
Yasuyoshi
Full time
Mitsui Sumitomo
Advice related to management etc.
Karasawa
With compensation
Insurance
Advisor, Aioi
Important external relations with
Masao
Part time
Nissay Dowa
Group companies (not involved in
OkazakiWithout compensation
Insurance
management)
Advisor, Aioi
Hisahito
Matters regarding support for Part time
Nissay Dowa
Suzukinurturing human resources
Without compensation
Insurance

Date whenformer role aspresident/
CEO endedTerm

2016/6/22

Yearlycontract

2024/6/24

Yearlycontract

2006/6/29

Yearlycontract

2021/6/25

Yearlycontract

Number of retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)：4
Others
1. Those who have formerly served as Chairman or President of the Company or its core subsidiaries (Mitsui Sumitomo
Insurance and Aioi Nissay Dowa Insurance; including their predecessors prior to the mergers) may be nominated as
Advisors, etc. of the core subsidiaries as follows. We do not have a counsel system.
(1) Mitsui Sumitomo Insurance
Mitsui Sumitomo Insurance nominates former Chairman or President as “Senior Advisors(Jonin-Komons)” (with aterm of office of up to 4 years). Persons who have retired as Senior Advisors (Jonin-Komons) may then be nominatedas “Senior Advisors (Tokubetsu-Komons).” In either case, the term of office is up to the end of the fiscal year inwhich he/she turns 75 years old. Compensation is paid to those who will be newly nominated as Senior Advisors

(Jonin-Komons) in and after fiscal 2018, only for the period they were Senior Advisors (Jonin-Komons). In addition,
those who retired as Senior Advisors may be titled “Honorary Advisor” without compensation.
(2) Aioi Nissay Dowa Insurance
Aioi Nissay Dowa Insurance may nominate former Chairman, vice Chairman, or former President as KOMONs;“Advisor” without compensation or “Senior Advisor”. Their contract term is up to 3 years.
2. Advisors, etc. do not participate in management meetings, meetings of the Board of Directors and any other internal
meetings, and do not engage in management decision making in any form.
* The dates listed under “Date when former role as president/CEO ended” are the most recent dates they retired as
Chairman or president/CEO.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination andRemuneration Decisions (Overview of Current Corporate Governance System)(1) Matters on Functions of Business Execution and Oversight■ For the Outline, please see the Chapter 3 in the attached ”Basic Policies on Corporate Governance”.
(1)-1 Board of Directors
a. Role of the Board of Directors [Principle 4.1] [Supplementary Principle 4.1.1](a) In addition to matters specified by law and the Articles of Incorporation, the Board of Directors discusses anddecides upon important matters involving Group management strategy and corporate management, including theGroup’s management policies, management strategies, and capital policy, in addition to overseeing the duties of
directors and executive officers.
(b) The Board of Directors allocates management resources according to risk appetite controlled with a balance of risk,
return, and capital, and aims to increase enterprise value in the medium-to-long term by achieving sustainable growthand improvement in earnings and capital efficiency with a foundation of soundness.
(c) In addition to appointing executive officers, the Board of Directors aims to separate management decision making
and oversight by the Board of Directors from business execution by executive officers by clarifying their respectiveroles.
(d) Executive officers are responsible for executing business in the respective areas of business entrusted to them by the
Board of Directors, and report on the status of business execution to the Board of Directors.
b. Composition of the Board of Directors
・More than one-third of the Board of Directors which has 11 members (8 men and 3 women) are nominated as
Outside Directors to incorporate perspectives independent from management, strengthen monitoring and oversightfunctions, and conduct highly transparent management.
c. Important responsibilities of the Board of Directors (determining the Group’s strategic direction and the
management plan)
・Under the Group’s Medium-Term Management Plan, the Board of Directors has put forward the Group’s Corporate
Philosophy (Mission), Corporate Vision and Values (see III 3. Efforts Involving Respect for the Position of
Stakeholders), and supervises its efforts to realize and achieve them.
・The Company will also appropriately monitor the progress of the “Great Business Style Reform ” initiative, which
was established in Stage 2 of the Group's Medium-Term Management Plan (2022-2025) and which will
fundamentally review the way business is conducted in light of issues such as insurance premium adjustment.
・In formulating the Group’s Medium-Term Management Plan, constructive discussions were held at the GroupManagement Committee , followed by discussions at the Board of Directors and a resolution was made.
・In Stage 2 of the Group's Medium-Term Management Plan (2022-2025), which began in fiscal 2024, decisions weremade at meetings, including a fundamental review of business practices (a major reform of business style) in light ofissues such as insurance premium adjustment.
・Regarding execution of the Group’s Medium-Term Management Plan, timely summarization is provided, a PDCA
cycle is being run to achieve that plan based on discussions among the Board of Directors, and constructive
discussions will continue to be held in the future. The Board of Directors also checks the progress of Medium-Term
Management Plans for each of the Group’s operating companies. Note that explanations are provided at the General
Shareholders’ Meeting and at Group Information Meetings.
(1)-2 Governance Committee（About twice a year）
The Chairperson of the Committee is elected from among the Outside Directors, and the Governance Committee isestablished for the purpose of making recommendations to the Board of Directors as necessary on matters related to thestatus of corporate governance, policies and systems by all Outside Directors, the Chairperson of the Board, the Vice
Chairperson of the Board and the President. The Governance Committee met 2 times in fiscal 2023.
(1)-3 Group Management Committee
The role of the Group Management Committee is to discuss management policies, management strategies, and othermatters that are key issues to the Company and the other Group companies. Regarding items determined by executive
officers, the committee also monitors specific business operations by receiving reports on approved matters under the rules
for the Group Management Committee.The Group Management Committee met 12 times in fiscal 2023.
(1)-4 Task-Specific Committees
The task-specific committees have been established to deliberate on various key management issues regarding theexecution of operations as well as to coordinate perspectives across various departments. When necessary, the Director(s)and/or Executive Officer(s) in charge summarize the results of discussions in these committees and report them to theBoard of Directors and/or the Group Management Committee.
a. Sustainability Committee（About 4 times a year）
The committee discusses matters related to the Group’s initiatives and plans related to sustainability, promotion ofdiversity, equity & inclusion, improvement of capability of human assets (Work Style Reforms) and policies and plansrelated to branding strategy and advertising strategy of the entire Group. The Sustainability Committee met 4 times infiscal 2023.
b. Quality Improvement and Compliance Committee（About 4 times a year）
The committee monitors issues in improving quality such as promotion of business operation on a customer-first basis,and compliance matters in pursuit of establishment of corporate ethics at the Group and each company, and deliberates
and coordinates important matters related thereto. Quality Improvement and Compliance Committee met 4 times infiscal 2023.
c. Digitalization Committee（About 4 times a year）
The committee deliberates and coordinates such issues as promotion of digitalization of the Group companies, andmanages the progress thereof. The Digitalization Committee met 4 times in fiscal 2023.
d. Group Systems Committee（About once a month）
The committee deliberates, coordinates, and manages such issues as IT strategy, system risk management, and thelarge-scale system development of the Group companies. The Group Systems Committee met 14 times (including 7
times in writing) in fiscal 2023.
e. Group International Business Committee（About 4 times a year）
The Committee confirms and discusses the vision for International Business strategy (International Business investment,etc.) that contributes to sustainable Group growth. It also shares common understanding of issues regarding the role ofInternational Business in strengthening overall Group profitability and demonstrating synergies, and confirms anddiscusses the direction of measures for handling those issues and their progress. The Group International BusinessCommittee met 3 times (including once in writing) in fiscal 2023.
f. ERM Committee（About 8 times a year）
In order to improve the corporate value, financial soundness, capital efficiency and profitability of the entire Group, we
discuss and coordinate the key issues such as portfolio reforms.
We also manage and monitor the following items.
・Risk / Return / Capital status
・Evaluation and management of business and products of each group company
・Risk management status
The ERM Committee met 9 times (including 5 times in writing) in fiscal 2023.
g. Group Standardization Committee（About 4 times a year）
Mitsui Sumitomo Insurance and Aioi Nissay Dowa Insurance have two distinctive fronts. In order to make it easier toinvest in growth areas while taking advantage of diversity, competition and coordination are being conducted to promote
the sharing and collaboration of middle and back divisions, in addition to dealing with conventional systems areas.
Group Standardization Committee met 4 times (including twice in writing) in fiscal 2023.
(2)Matters on Functions of Nomination and Remuneration■ Matters on Functions of Nomination
Please see the above II.1 “Supplementary explanation” 1.Nomination Committee (Nomination Process)■ Matters on Functions of Remuneration
Please see the above II.1 “Disclosure of Policy on Determining Remuneration Amounts and Calculation”.
(3)Matters on Functions of Auditing and Oversight(3)-1 Audit & Supervisory Board Members and Audit & Supervisory Board
a. Roles and Responsibilities of Audit & Supervisory Board Members
・As an independent entity entrusted with authority by the shareholders, the Audit & Supervisory Board Members are
responsible for ensuring the sound and sustainable growth of the Company and the Corporate Group, and establishinggood corporate governance in response to the public trust by supervising the performance of duties of the Directors, andwork to maintain an independent position and a fair and unbiased attitude, acting in accordance with their own beliefs.
・Each Audit & Supervisory Board Member shall appropriately exercise his/her legal investigating authority, including theauthority to audit operations and assets, and supervises the performance of duties of the Directors by attending meetingsof the Board of Directors and other important meetings, viewing important approval documents, investigating
departments within the Company, and investigating subsidiaries in accordance with the auditing policies and plans
stipulated by the Audit & Supervisory Board.
・Audit & Supervisory Board Members participate in joint meetings of Outside Directors and Auditors, etc. and work toshare information with Outside Directors.
b. Composition and Roles of the Audit & Supervisory Board
・The Audit & Supervisory Board comprises a majority of Outside Audit & Supervisory Board Members. As independent
officers, Outside Audit & Supervisory Board Members have independence, and a significant degree of expertise andknowledge. Full-time Audit & Supervisory Board Members also have sophisticated information gathering capabilities
based on extensive operational experience, and the organic combination of the 2 serves to enhance audit effectiveness.
・The Audit & Supervisory Board receives reports from Audit & Supervisory Board Members on the status of theperformance of their duties and reports from officers and employees, etc. on important matters related to auditing, andalso makes decisions regarding auditing policies and auditing plans.
(3)-2 Appointment of Accounting Auditors, etc.
・The Audit & Supervisory Board makes decisions regarding proposals submitted to the General Shareholders’ Meeting on
the appointment or dismissal of Accounting Auditors. It also has the right to consent to decisions regarding remunerationof the Accounting Auditors.
・The Audit & Supervisory Board prepares criteria for appropriately selecting and evaluating Accounting Auditor. To
promote appropriate accounting by the Accounting Auditors, measures are taken to confirm the independence, specialist
capabilities, and other requisite characteristics of the Accounting Auditors.
・The Company has appointed KPMG AZSA LLC as its independent audit corporation. Please note that there are no special
conflicts of interest between KPMG AZSA LLC and the Company.
(3)-3 Efforts to Enhance Outside Audits

a. Prior to the external audit, we work with the Accounting Auditors to confirm schedules and provide information that cancontribute to audit efficiency and effectiveness, ensuring sufficient time to conduct the audit.
b. The Accounting Auditors meet for discussions with the Representative Director & President biannually (at the midterm
and at fiscal year end), and with officers in charge of accounting, etc. at fiscal year end.
c. The Accounting Auditors work to coordinate with both the Audit & Supervisory Board Members and the Internal Audit
Department by attending regular liaison meetings, while also exchanging opinions with each individually as needed.
d. In the event the Accounting Auditors have pointed out deficiencies in internal control audits relating to financial reports,
the department in charge promptly formulates measures for improvement, the implementation of which is verified by theinternal auditors and the Accounting Auditors. The results of internal control audits and the status of improvement
measures are reported to the ERM Committee (task-specific committee), and those results are then reported to the Boardof Directors. A system is also in place for timely reporting in the event an internal control audit uncovers a deficiency
that might be considered an important deficiency that should be disclosed.
(4) Conclusion of Agreements Limiting Liability
To ensure that Outside Directors and Outside Audit & Supervisory Board Members can fully perform the roles expected ofthem, the Company has entered into agreements with its Outside Directors (5) and Outside Audit & Supervisory Board
Members (2) limiting their liability in the event of damage caused to the Company by the failure to perform the duties of
Director or Audit & Supervisory Board Member, and providing that if those duties have been conducted in good faith andwithout gross negligence, the amount of liability shall be limited to the sum of the amounts stipulated in the items of
Article 425, Paragraph 1 of the Companies Act.

3. Reasons for Adoption of Current Corporate Governance System
・As a company with an Audit & Supervisory Board, the Company will endeavor to improve governance by ensuring thatindependently appointed Audit & Supervisory Board Members appropriately act in their auditing functions, in addition toensuring that the Board of Directors appropriately acts in its oversight functions, while strengthening the functions of eachand actively disclosing information.
・The Company has formed the Governance Committee (The committee chairperson is the lead outside director. made up of
all outside directors, Chairman & Director, Vice Chairman & Director and President) in addition to the Nomination
Committee and Remuneration Committee (Both committee members a majority of the members and a chairperson eachhave been appointed from among the Outside Directors) as internal committees of the Board of Directors, thus building ahighly effective and transparent corporate governance system.
・In addition to appointing executive officers, the Board of Directors aims to separate management decision making andoversight by the Board of Directors from business execution by executive officers by clarifying their respective roles.
Under the above structure, the Company believes that the Board of Directors is fully capable of carrying out its roles andresponsibilities as required under Basic Principle 4 of the Corporate Governance Code.
■ For governance structure, please see “Management Structure Diagram” described at the end of this report.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholders’ Meetings and Smooth Exercise of Voting
Rights
Early Notification ofGeneral Shareholders’Meeting

Scheduling AGMs
Avoiding the Peak Day
Allowing Electronic
Exercise of Voting
RightsParticipation inElectronic Voting
Platform
Providing Convocation
Notice in English
Other

Supplementary Explanations
In order to ensure shareholders have adequate time to consider the agenda for the General
Shareholders’ Meeting, the Company works to send out notification early. Notification of
the 16th Regular General Shareholders’ Meeting was sent out on Monday, June 3,2024.The content of the notices is also published on TDnet and the Company’s website
prior to their being sent.
In the interest of enhancing constructive dialog with shareholders, General Shareholders’Meetings are scheduled to avoid peak dates.
The 16th Regular General Shareholders’ Meeting was held on Monday, June 24, 2024.
Allowing electronic exercise of voting rights via the internet.

Participating in electronic voting platform.

Providing Convocation Notice in English on our web site.
Because the General Shareholders’ Meeting is an opportunity for constructive dialog withshareholders, the Company has put in place a suitable environment, as noted above andbelow, for the exercise of rights at the General Shareholders’ Meeting from the viewpointof the shareholders and with the goal of operating the Meeting in a way that is easy tounderstand.
・Prior to its dispatch on Monday, June 3, 2024, Notice of Convocation was published on
the Company’s website on Thursday, May 23, 2024.
・Prior to the General Shareholders’ Meeting, the Company accepted questions through theCompany’ s website
・In the event institutional investors owning shares in the name of a trust bank, etc. wish to
exercise their voting rights at the General Shareholders’ Meeting, the Company shallreview whether or not to allow said voting rights to be exercised based on discussion
with the trust bank, etc. in whose name they are held.

2. IR Activities
Supplementary Explanations

Preparation andPublication ofDisclosure Policy
Regular Investor
Briefings for
Individual Investors

The Company has established "MS&AD Insurance Group Basic Policy for
Disclosure of Information” which stipulated basic stance, standards andmethods for disclosure of information, and has posted it on the website.
https://www.ms-ad-hd.com/en/group/value/dialogue/disclosure.html
In addition to holding briefings at securities firms and elsewhere forindividual investors, led by the executive officer in charge of the Corporate
Communications and Investor Relations Department, briefings are also
held several times a year by the General Manager of the Corporate
Communication and Investor Relations Department or the person in chargeof IR.

Briefings
conducted bytherepresentative
him/herself

NoRegular Investor
Briefings forAnalysts andInstitutional Investors

Regular Investor
Briefings forOverseas Investors

Posting of IR
Materials on Website

Establishment of
Department and/orManager in Charge ofIR
Preparation andPublication ofDisclosure Policy

Information Meetings to explain management strategy are held twice a year,
led by the President.
Financial briefings (conference calls) are held quarterly, 4 times per year,
led by the general manager of the Corporate Communications and Investor
Relations Department, and the general manager of the Accounting
Department.
As part of an effort to enhance dialog under a stated Policy for Constructive
Dialog with Shareholders, the Company holds discussion forums by the top
management of each operating companies regarding particular businesses
and exchange of opinions between investors and management including the
Chairman and the President, with the goal of engaging investors in aconstructive dialog.
The President and the Senior Executive Officer in charge of Corporate
Communications and Investor Relations visit North America, Europe andAsia regularly to meet with overseas investors.
The Senior Executive Officer in charge of Corporate Communications andInvestor Relations also participates in conferences for overseas investors
hosted by securities firms.
Presentations and Q&A transcripts from the above briefings for analysts andinstitutional investors are translated into English and posted on the
Company website.
The following materials are posted on the Company website(https://www.ms-ad-hd.com/en/).
・Timely disclosure information including financial results t(News releaseand topics)
・Financial report and quarterly report
・Materials for Information Meeting, video and summery of Q&A session
・Status of Corporate Governance・ Stock and Bonds information including the notice of General
Shareholders’ Meeting.
 Integrated Report (Annual Report), Sustainability Report andShareholders newsletter.
Mail notifications are also sent out when a news release or otherinformation is posted.
Officer in charge of IR : Tetsuji Higuchi, Representative Director, Executive
Vice President, CFO
Department in charge of IR : Corporate Communications and Investor
Relations Department
Information for timely disclosure and other IR disclosures are primarily
made in Japanese through the website, as well as in English at a level that
ensures no significant disparities arise.
The Company is also constantly working to improve disclosures in English
to ensure no gaps arise with disclosures in Japanese in terms of volume ortiming of information disclosed.

Yes

Yes

3. Measures to Ensure Due Respect for Stakeholders
Stipulation ofInternal Rules
for Respecting
the Position of
Stakeholders

Supplementary Explanations
We state in the “Chapter 2: Relationship with Stakeholders in the “Basic Policies on Corporate
Governance” that we will fulfill our responsibilities to stakeholders based on the position of our
stakeholders through active dialogue with our stakeholders. With regard to sustainability issues, wehave established and published the "Business Activities with Consideration for Sustainability".
https://www.ms-ad-hd.com/en/csr/summary/materiality.html

ImplementationofEnvironmental
Activities, CSR
Activities etc.

"MS & AD Insurance Group Basic Policy on Human Rights" stipulates and publicly announcesthat we recognize our responsibility for the actual and potential negative impact of our businessactivities on human rights, including the value chain, and we promote actions and dialogue thatwill show respect towards human rights.
(URL for Policy on Human Rights and Human Rights Due Diligence)https://www.ms-ad-hd.com/en/csr/community/human_rights.html
To realize its Corporate Philosophy (Mission) of “Contributing to the development of a vibrantsociety and helping secure a sound future for the earth,” the Company is putting into practice“Story of Value Creation” as its business model, whereby the Company identifies and informs ofrisks arising from social issues, prevents risks from occurring or minimizes their impact, andreduces the economic burden in the case of a risk occurring.
In September 2020, we announced a commitment to considering sustainability issues in all
business activities as "Business Activities with Consideration for Sustainability", which has been
updated four times in June 2021, June 2022, May, and November 2023, as we aim to enhance
corporate value by contributing to solutions for sustainability issues (also known as environmental,social and governance (ESG) issues) with a profound understanding through stakeholder
engagement.
（URL for " Business Activities with Consideration for Sustainability "）https://www.ms-ad-hd.com/en/csr/summary/materiality.html

In the Group’s Medium-Term Management Plan from April 2022, we defined “A corporate groupthat supports a resilient and sustainable society” as a qualitative target of our aspirations. For theGroup to sustain growth in the future, with a presence widely supported by stakeholders in society,
it is even more essential that it continues creating shared value (CSV) through corporate activities.
Based on this recognition, we will implement the “Story of Value Creation” and realize a “resilientand sustainable society,” following SDGs (sustainable development goals) as our milestone.
In September 2020, toward the realization of "resilient and sustainable society", we announced acommitment to considering sustainability issues in all business activities as “Business Activities
with Consideration for Sustainability". The commitment was updated four times in June 2021,
June 2022, May and November 2023.
（URL for "Business Activities with Consideration for Sustainability"）
https://www.ms-ad-hd.com/en/csr/summary/materiality.html
Furthermore, in May 2021, we reviewed our Green House Gas Emission reduction and have set
and announced a goal of Net Zero Green House Gas emissions by FY 2050 “MS & AD InsuranceGroup Initiatives To Achieve Net Zero By2050” to resolve the global risk of climate change.
We also set 2030 interim targets for Green House Gas emission reduction and renewable energy
use. In addition, we set interim targets for greenhouse gas emissions from insurance underwriting
and investments in November 2023.
We are committed to reducing our group’s Green House Gas emissions, and we will promote
initiatives together with our customers, agents and other stakeholders.
For details of the initiatives for net-zero transition, please see our website.
https://www.ms-ad-hd.com/en/csr/community/main/0/teaserItems1/02/linkList/00/link/InterimTarg
et_en.pdf
In addition, we have held our “Sustainability Contest” every year for all Group companies both
inside and outside Japan in order to deepen Group employees’ understanding towards theimportance of pursuing SDGs to incorporate these approaches into their day-to-day operations.
Resolving social issues via the creation of new business models and sharing approaches among
entire Group employees through the Sustainability Contest has led to a virtuous cycle that extends
these approaches laterally across the Group.
For details of the initiatives, please see our website.
https://www.ms-ad-hd.com/en/csr/quality/contest.html
Developmentof Policies on
Information
Provision to
Stakeholders
Other

The Company adopted "MS&AD Insurance Group Basic Policy for Disclosure of Information” forthe purpose of communicating important information with our stakeholders in a manner that isaccurate, timely and faire.
https://www.ms-ad-hd.com/en/group/value/dialogue/disclosure.html＜Diversity, Equity & Inclusion (DE&I)＞
・Respecting each individual, accepting each other and making use of each otherʼs strengths,
regardless of the external attributes of individuals such as race, gender or age or internal
attributes such as religion, beliefs, background and values in order to demonstrate to the
maximum extent diversity and diverse values, which are strengths of the Group.
・We believe that it is important for core human assets, including those in management positions, toensure diversity in knowledge and experience, such as experience, values, and expertise. We
therefore actively appoint women, foreign nationals and mid-career hires to management
positions.
・In order to create an environment where each diverse employee can truly demonstrate theircapabilities, and to realize the creation of new innovations and the enhancement of corporate
value, we have incorporated the perspective of “Equity” and are promoting it as “DE&I.”(1) Promoting Career Development for Womena. Women in management positions
The Group believes that it is important for the “growth of employees” and the “growth of thecompany” that female employees take on the challenge of work and roles where they may be
more active while leveraging their own strengths and characteristics. As a result of setting thetarget ratio of women in management positions*1 at 30% for fiscal 2030 (Group Domestic Total)and continually holding trainings, etc. to foster an awareness of increasing skill levels andadvancing their careers in order to take on management positions, the number of women in
management positions reached 1,278 and the ratio of women in management positions reached21.6 % (as of April 2024) and is steadily increasing every year.
In addition, the Group set a target for the ratio of female line managers*2 at 15% by fiscal 2030
and, as a result of working to achieve diversity at the decision-making level, has achieved thistarget, standing at 18.4% as of April 1, 2024.
*1: Individuals serving in positions of manager and above*2: A management position involving the undertaking of line management
And furthermore, the Group has the target ratio of hiring recruitment and permanent employees
for women is 50 % or more, and had achieved them every year.

[Share of management positions held by women]
Target for FY2030: 30% (Group Domestic Total)

Following is the status of major group companies
FY 2021
FY 2022
FY2023MSI
18.9%(456) 21.4%(514) 23.7%
(581)
ADI
16.2%
(403) 17.8%(417) 20.0%
(471)
MD
17.3%
(22) 17.9%(19) 19.3%(21)
MSI Aioi Life
17.9%(95) 21.4%(108) 23.2%(125)
MSI Primary Life
17.2%(37) 17.7%(39) 21.5%(47)
The Company
15.7%(41) 16.0%(41) 13.4%
(33)
Total
17.5%
(1,054) 19.5%(1,138) 21.6%(1.278)* As of April 1 following the end of each fiscal year, figures in parentheses indicate number of
personsb. Female officers
The ratio of female members of the Board of Directors in the holding company (Directors +Audit & Supervisory Board Members) is currently 33.3% (5 out of 15). Moreover, while theratio of female officers (Directors, Audit & Supervisory Board Members, and Executive
Officers) serving at the Company is currently 25.9% (7 out of 27), in order to achieve the target
of increasing the ratio to 30% or more by fiscal 2030, the Group has been implementing
leadership training programs and mentor programs for women in management positions.
In order to build a “pipeline” for fostering candidates for female officer on a continuous basis,the Group has set up the Female Managers Committee, an organization made up of 100 or more
female managers in total from each group company. The committee’s activities have included
the exchange of opinions with Company officers. Some members of the committee have been
appointed part-time director of affiliated companies. They are learning about management-level
decision making.
c. Changing awareness of officers and management
Since fiscal 2021, Group officers have organized and presided over seminars for the employeesof the Group companies as a venue for practicing and experiencing an inclusive leadership stylethat draws out and effectively utilizes a diversity of opinions. The initiative was designed to
draw out a variety of opinions based on the diverse knowledge and experience of theparticipants in the seminar and to promote efforts to find new insights and create new value.
This was done by having the officers demonstrate “inclusive leadership” while ensuring theemotional safety of employees.
We have also incorporated "inclusive leadership" into our training for managers, working todeepen their understanding of the importance of psychological safety and lead to improvements
in management.
In addition, a DE&I evaluation factor was reflected in officers’ compensation and performance
evaluations in order to enhance the effectiveness of diversity at the management level.
As initiatives to change awareness of management, the Company is undertaking management
training and e-Learning to teach methods of understanding unconscious bias, “realizing” one’s
own bias, and “controlling” this bias.
In addition we have positioned management that respects diversity regardless of nationality,
gender, age or disability as an evaluation factor for those in management positions.
(2) Appointment of Foreign Nationals
The Group actively appoints overseas employees as officers of its overseas subsidiaries topromote global business expansion. In order to continue to promote the appointment of overseas
employees, we have set the target for the “ratio of foreign managers among officers at overseas
subsidiaries” to “above the current level” and are working to achieve this target.
[Ratio of appointment of foreign managers among officers at overseas subsidiaries]
83.2% as December, 2023 (83.0% as December, 2022)(3) Appointment of Mid-career hires
The Group actively appoints mid-career hires to management positions, and in order to continue
to promote the appointment of mid-career hires, we have set the target for the “ratio of
appointment of experienced-career hires among officers” to “above the current level” and areworking to achieve this target.
[Ratio of appointment of experienced -career hires among officers]23.0% as of April 1, 2024 (22.6% as of April 1, 2023)(total for the Group’s 5 domestic insurance companies)(4) Employment of People with Disabilities
・Group companies continue to engage in hiring activities to expand and anchor places of
employment for the disabled. They are also adapting workplaces into friendly environments anddeveloping duties performed by people with disabilities. As of April 1, 2024, the percentage of
employees with disabilities stood at 2.60% (Group Domestic Total), which exceeds theminimum employment rate required by law.
・On June 1, 2018, the Company has established “MS&AD ABILITYWORKS Co., Ltd.” for the
purpose of employing people with disabilities and enabling them to play active roles.
MS&AD ABILITYWORKS Co., Ltd. establishes an environment where people with disabilities
can maximize their abilities and aptitudes, and creates a workplace where people withdisabilities can work actively. In addition, as a specialty institution within the Group for theemployment of people with disabilities, the Company is working in collaboration with all Group
companies to promote the employment of people with disabilities throughout the Group.

(5) Employment of the Elderly
・Group companies have a rehiring program for employees who have reached retirement age. This
program allows employees to utilize their experience and skills and make full use of theircapabilities. Participation can be renewed if required by the work involved and by theindividual’s job description, with employment available to a maximum of 65 years of age.
・In addition, from April 2024, MS&AD Staff Service Co., Ltd. has started a “senior dispatch
system.” MS&AD Staff Services employs employees of group companies who have completed
their reemployment period after retirement as contract employees (permanent employment type)or temporary employees (registered temporary employment type), and employees of MS&AD
group companies and agencies. This is a system for working as temporary staff in We provide
opportunities for people aged 65 to 70 to work as temporary staff by leveraging the experienceand skills they have cultivated.
(6) Promotion of Childcare Leave Taken by Male Employees
In order to promote the uptake of childcare leave by male employees, the Group is proceedingwith initiatives such as training to deepen understanding of the significance of childcare leaveand the childcare system, and the establishment of the “Childcare Leave Workplace Support
Allowance” (Congratulatory Money), which is a lump-sum payment for workplace members
who are on childcare leave, with the aim of achieving a 100% parental leave uptake rate withfour weeks taken for said leave.
[Parental leave uptake rate by male employees and number of days taken]
89.9%, 12.1 days as of March 31, 2024.
(7) Promotion of Diverse and Flexible Work Styles
The Group establishes a working environment that enables employees to demonstrate their fullpotential, and connects the diversity of the Group to the enhancement of corporate value. For
example, we promote efficient business operations by utilizing remote work, and we are also
promoting diverse and flexible work styles such as by introducing job-based employment,
relaxing our approach to side jobs and multiple jobs, and enabling employees to choose whether
or not to relocate in accordance with their career vision, life events, etc.
◆Internal Environment Policy
For details of the Internal Environment Policy, please see pages 36-37 of “The 16th Financial
Report”.
◆Human Assets Development Policy
For details of the Human Assets Development Policy, please see pages 34-35 of “The 16th
Financial Report”.
Information on efforts to promote the career development for women and other CSR-related
reports are widely available on the Company’s website at:https://www.ms-ad-hd.com/ja/csr/quality/diversity.htm

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development(1) Basic Views on Internal Control System
The Company has established its MS&AD Insurance Group Basic Policy Pertaining to System for Internal Controls, andhas established the systems required under Japan's Company Law. In addition, we have made the “systems for assuring thereliability of financial reporting” to be an important perspective in the context of enhancing related systems.
Please see “MS&AD Insurance Group Basic Policy Pertaining to System for Internal Controls”, adopted by the Boardof Directors is on the Company’s website.
https://www.ms-ad-hd.com/en/group/value/group/system/main/01/teaserItems1/0/linkList/0/link/basicpolicy.pdf(2) Establishment of an Internal Control System
The Company has established a system in accordance with the MS & AD Insurance Group Basic Policy on Internal
Control Systems. Every year, the Company inspects whether the system has been established and operated appropriately,
and reports the results to the Board of Directors.

2. Basic Views on Eliminating Anti-Social Forces(1) Basic Approach to Elimination of Antisocial Forces
The Company is working to put in place a system for the elimination of antisocial forces, to which it takes a resolute
posture, ensuring that all employees aware that the Company refuses to respond to unreasonable, inappropriate demands.
(2) Status of Efforts to Eliminate Antisocial Forces
a. The Company’s “MS&AD Insurance Group Basic Policy Concerning Antisocial Forces” sets forth a common basic
posture shared by all employees and officers and policies for responding to antisocial forces, and is published both
inside and outside the Company.
b. The Company has established an organization responsible for dealing with inappropriate demands from antisocial forces
and a manual for dealing with such forces, both of which are published within the Company.
c. The Company regularly works closely with outside specialist organizations including the police, Centers for Removal of
Criminal Organizations and attorneys, etc., building a system for proactive gathering of information and consulting.
d. The Company regularly conducts internal training regarding antisocial forces.

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

Not Adopted

Supplementary Explanation―――

2. Other Matters Concerning to Corporate Governance System[Outline of Timely Disclosure Structure](1) Basic Approach
The Company has formulated internal Rules. The objective of these Rules is to establish internal controls aimed at
producing documents in a timely and appropriate manner for disclosure, to evaluate the effectiveness of disclosure control,
and to establish disclosure controls and procedures for verifying the appropriateness of the contents of disclosure
documents, based on the recognition that prompt, accurate and fair disclosure of corporate information is indispensable for
MS&AD Group in ensuring compliance and fulfilling its corporate social responsibility in relation to disclosure.
(2) Internal Controls
a. ERM Committee
An ERM Committee has been established by resolution of the Board of Directors. The ERM Committee comprises
officers and general managers in charge of corporate planning, risk management, accounting, and other departments
related to information disclosure, and conducts deliberations regarding information disclosure and reviews theappropriateness of information to be disclosed.
b. Controls and Procedures Regarding Information Disclosure
Based on the internal Rules noted in (1) above, the departments listed below fulfill their respective roles, and regularly
review the effectiveness of their internal controls and the appropriateness of their procedures.
(a) The Company’s individual departments and subsidiaries determine whether information disclosed in matterssubmitted to the Board of Directors and Group management meetings falls under matters for timely disclosure as
stipulated by the stock exchanges.
(b) In the event the information is deemed to fall under matters for timely disclosure as noted in (a), above, theCompany’s individual departments and subsidiaries then report that information to the general managers of the
Human Resources and General Administration Department.
(c) Upon receipt of the report noted in (b), above, the general managers of the Human Resources and General
Administration Department will make the final determination of whether timely disclosure is required, and in theevent the information falls under matters for timely disclosure, the information will be disclosed following theprescribed procedure.
(d) The ERM Committee receives reports regarding the content of timely disclosures, and reviews the appropriateness of
those disclosures.

<Attachments>[Management Structure Diagram (the Company’s management structure)] (as of April 1, 2024)[Overview of Timely Disclosure Structure][MS&AD Insurance Group Basic Policies on Corporate Governance][Skills Matrix of Director, Audit & Supervisory Board Member and Executive Officer]- End -

（As of Aplil 1, 2023）

【Overview of Timely Disclosure Structure 】【Information Disclosure】

ERM Committee

General Manager, Human Resource &Internal Audit

General Administration Department

Department

Head Office,Departments, etc.

Subsidiaries

MS&AD Insurance Group Basic Policies on Corporate Governance
MS&AD Insurance Group Holdings, Inc. (hereinafter referred to as “MS&AD” or “the Company”) has established the
MS&AD Insurance Group Basic Policies on Corporate Governance for the purpose of indicating the basic approachto and framework for corporate governance.
Chapter 1: The Company’s Basic Approach to Corporate Governance1.
In line with its Corporate Philosophy (Mission), MS&AD, as a holding company overseeing all group businesses,
has established a management framework that ensures transparent, fair, swift and decisive decision-making
that takes into account the standpoint of all stakeholders. The Company’s objectives are to sustain stability andconsistent growth over the long term by using corporate resources efficiently and managing risks properly andultimately, to further increase corporate value.
2.

To this end, the “MS&AD Insurance Group Corporate Philosophy (Mission), Corporate Vision and Code of
Conduct (Values)” were formulated as something all officers and employees of the Group should adhere to in all
situations. In addition to working to disseminate these principles among all officers and employees of theCompany and its Group companies, the Company positions corporate governance, compliance and risk
management as important management issues in the Medium-term Management Plan and actively promotesthat Plan.

Chapter 2: Relationship with Stakeholders
1.
In order to realize our Corporate Philosophy (Mission), the Company aims toward the sustainability of society
and sustainable enhancement of corporate value by fulfilling our responsibilities to seven types of stakeholders(customers, shareholders, agents, business partners, employees, local communities/global society and theenvironment) based on the “Perspective of Sustainability of the MS&AD Insurance Group.”
2.
Perspective of Sustainability of the MS&AD Insurance GroupIn order to realize our Corporate Philosophy (Mission), the MS&AD Insurance Group will create shared value andaim toward a resilient and sustainable society through corporate activities that implement “Story of Value Creation.”
We will consistently strive for supreme quality that lives up to the trust and expectations upon us. Together with our
stakeholders, we continue to contribute to the creation of society where anyone can pursue a stable life and boldly
engage in dynamic business activities, while preserving the sustainability of the global environment and society.
3.
Efforts to engage stakeholders
We will fulfill our responsibilities to stakeholders and create shared value by working with them through thefollowing efforts.
Stakeholder
Efforts
Customers
Provide products and services of high quality that meet customer trust andexpectations.
Shareholders
Provide appropriate disclosure of information and appropriate return toshareholders. Strive to raise corporate value (See Chapter 2: Relationship with
Shareholders).
AgentsGrow together as partners.
Business partners
Maintain sound relationships and cooperate to fulfill corporate social
responsibilities.
Employees
Provide a comfortable working environment, and opportunities to haverewarding experiences and opportunities to grow.
Local communities
As a member of society, take steps to create a resilient and sustainable society.
/Global Society
The environment
Secure sustainability of the Planet.
4.
Schemes for Receiving Feedback from Customers
The MS&AD Insurance Group has formulated a “Basic Policy for Responding to Customers’ Voices” in order to receive
all customer feedback (in the form of inquiries, consultations, requests, complaints, disputes, compliments andgratitude, etc.). This feedback is used to make quality improvements.
5.
Speak Up
The MS&AD Insurance Group has established an environment where all employees, etc. can speak up their concerns
and worries in a frank and positive way. One such initiative is a whistleblowing system enabling all employees, etc.
of the Company and its subsidiaries to directly report illegal or improper behavior to internal and external contact
points. All these efforts aim to receive a wide range of employee, etc. feedback and enable early detection andresolution of problems.
6.
Promotion of Diversity and Inclusion
In order to conduct Group management with awareness of changes in the global environment, the MS&AD InsuranceGroup establishes a working environment that enables employees to demonstrate their full potential regardless ofgender, nationality or disability, and aims to establish a corporate culture that respects diversity and diverse values.

Chapter 3: The Company’s Corporate Governance Stance1.
The Company’s Organizational Structure
As a Company with an Audit & Supervisory Board, the Company will ensure that independently appointed
Audit & Supervisory Board Members appropriately act in their auditing functions as well as that the Board of
Directors appropriately act in its oversight functions, and will endeavor to improve governance throughstrengthening of each functions and actively disclosing information.

The Company has formed the Governance Committee (made up of all Outside Directors, the Chairperson of theBoard, the Vice Chairman of the Board and the President) in addition to the Nomination Committee andRemuneration Committee (a majority of the members and a chairperson each have been appointed from among
the Outside Directors) as internal committees of the Board of Directors, thus building a highly effective andtransparent corporate governance system.

The Company has introduced an Executive Officer System and is proceeding to delegate authority over businessexecution to these Executive Officers to ensure rapid execution.
2.
(1)

(2)
(3)
(4)

Role of the Board of Directors
In addition to matters specified by laws and regulation and the Company’s articles of Incorporation, the Boardof Directors discusses and decides upon important matters involving Group management strategy and corporate
management, including the Group’s management policies, management strategies and capital policy, in addition
to overseeing the duties of Directors and Executive Officers.
The Board of Directors allocates management resources according to risk appetite controlled with a balance ofrisk, return and capital, and aims to increase corporate value in the medium-to-long term by achieving
sustainable growth and improvement in profitability and capital efficiency with a foundation of soundness.
In addition to appointing Executive Officers, the Board of Directors aims to separate management decision
making and oversight by the Board of Directors from business execution by Executive Officers by clarifying theirrespective roles.
Executive Officers are responsible for executing business in the respective areas of business entrusted to themby the Board of Directors and report on the status of business execution to the Board of Directors.

3.
(1)

Composition of the Board of Directors and Roles of Outside Directors
The Board of Directors defined in the Company’s articles of Incorporation has having up to fifteen (15) members,
with a balanced composition that includes diverse knowledge and expertise. Candidates for Directors arenominated by the Board of Directors based on the “Criteria for the Selection of Director Candidates and Audit& Supervisory Board Member Candidates” (see 10. Nomination Process below).
Furthermore, at least one third of the Directors are nominated as Outside Directors to incorporate perspectives
independent from management, strengthen monitoring and oversight functions, and conduct highly transparent
management.
(2) Outside Directors are expected to perform the following roles.
Provisioning of advice from a broad perspective on management policies and management improvement basedon their knowledge and experience, with the aim of promoting sustainable corporate growth and increasing
corporate value over the medium- to long-term.
Supervising of management through important decision-making at the board level.
Monitoring of conflicts of interest between the Company and related parties such as management (Note) and/or
major shareholders.

Realizing supervising function from a standpoint independent of management by fulfilling accountability forstakeholders, including shareholders.
(Note) Collectively refers to the Directors, Audit & Supervisory Board Members and Executive Officers of theCompany and domestic insurance companies in the Group in which the Company has a direct investment (sameapplies hereinafter)
4.
(1)
(2)




Operation of the Board of Directors
Resolutions of the Board of Directors
Except in cases otherwise stipulated by law, resolutions of the Board of Directors are made by a majority of thedirectors attending the meeting, where a majority of Directors are in attendance.
Operation of the Board of Directors
To allow for required, adequate discussion of important decisions regarding business execution and oversight ofthe performance of duties, the Board of Directors defines the agenda, length of deliberation and frequency of
meetings of the Board of Directors.
To enable meaningful views, comments and questions to be presented in its meetings, the Board of Directors
makes efforts to send out and explain proposals to the Board of Directors, giving adequate consideration to thetime required for preparation by attendees.
The Board of Directors determines its annual schedule and anticipated agenda items in advance.

5.
Evaluation of the Board of Directors
The Board of Directors periodically analyzes and evaluates its own overall effectiveness, and publishes an overview
of the results.
6.
(1)

(2)

Audit & Supervisory Board Members and Audit & Supervisory Board
Responsibilities of Audit & Supervisory Board Members
As an independent entity entrusted with authority by the shareholders, the Audit & Supervisory Board
Members are responsible for ensuring the sound and sustainable growth of the Company, and for establishinga good corporate governance stance in response to the public trust by supervising the performance of duties of
the Directors.
Authority and Roles of Audit & Supervisory Board Members
Each Audit & Supervisory Board Member shall appropriately exercise his/her legal investigating authority,

(3)





including the authority to audit operations and assets, and supervises the performance of duties of the Directors
by attending meetings of the Board of Directors and other important meetings, viewing important approval
documents, investigating departments within the Company, and investigating subsidiaries in accordance withthe auditing policies and plans stipulated by the Audit & Supervisory Board.
Composition and Roles of the Audit & Supervisory Board
The Audit & Supervisory Board is defined in the Articles of Incorporation and has having up to 6 members, amajority of which shall be Outside Audit & Supervisory Board Members in accordance with the law. Candidates
for Audit & Supervisory Board Member are nominated by the Board of Directors with the approval of the Audit& Supervisory Board, based on the “Criteria for the Selection of Director Candidates and Audit & Supervisory
Board Member Candidates” (see 10. Nomination Process below).
The Audit & Supervisory Board receives reports from Audit & Supervisory Board Members on the status of
performance of duties, and reports from officers and employees on important matters related to auditing, andalso makes decisions regarding auditing policies and auditing plans.
The Audit & Supervisory Board makes decisions regarding proposals to be submitted to the General
Shareholders Meeting on the appointment or dismissal of Accounting Auditors, and the non-reappointment of
Accounting Auditors. It also has the right to consent to decisions regarding remuneration of the Accounting
Auditors.

7.
Accounting Auditors
The Board of Directors and the Audit & Supervisory Board endeavor to take appropriate action to ensure adequate
auditing by the Accounting Auditors.
8.
Support Systems for Directors and Audit & Supervisory Board Members / Training Policy
The Company has the following systems in place as required for Directors and Audit & Supervisory Board Members
to effectively fulfill their roles and responsibilities.
(1) The Company has assigned a person in the secretariat of the Board of Directors to each of the Outside Directors
and Outside Audit & Supervisory Board Members (hereinafter referred to as “Outside Officers”) to provide
support in areas such as providing briefings in advance.
(2) The Company has established a system for ongoing provision of information and training at the time of
appointment and during the term of Directors and Audit & Supervisory Board Members.
(3) The Company provides appropriate opportunities for Outside Officers to share information and exchange
opinions with management and senior employees.
(4) The Company bears the expenses required to enable Outside Officers to fulfill their roles.
9.
Group Management Committee
The role of the Group Management Committee is to discuss management policies, management strategies and key
issues for the management of the Company and its Group companies. It also monitors specific business operations
by receiving reports on matters decided upon by Executive Officers.
10. Nomination Process

The Board of Directors appoints candidates for Directors and Audit & Supervisory Board Members, andExecutive Officers based on advice from the Nomination Committee. The Audit & Supervisory Board’s consent
needs to be obtained for candidates for Audit & Supervisory Board Members.

The Nomination Committee deliberates on important management personnel matters and provides advice onthese matters to the Board of Directors. Such matters include the selection of candidates for Director and Audit& Supervisory Board Member, and Executive Officer of the Company as well as the selection of Directors andAudit & Supervisory Board Members for domestic insurance companies in which the Company has direct
investments.

The Nomination Committee is made up of 3 or more members.

A majority of members and the chairperson shall be appointed from among the Outside Directors by the Boardof Directors.
11.
(1)




(2)


Process of Determining Remuneration
Remuneration of Directors
The amount of remuneration for each Director is determined by the Board of Directors within the amountspecified by resolution of the General Shareholders Meeting, after deliberation by the Remuneration Committee.
The Remuneration Committee provides advice to the Board of Directors on matters such as performance
evaluations and remuneration for the Company’s Directors and Executive Officers.
The Remuneration Committee is made up of 3 or more members.
A majority of members and the chairperson have been appointed from among the Outside Directors by the Boardof Directors.
Remuneration of Audit & Supervisory Board Members
The amount of remuneration of each Audit & Supervisory Board Member is determined by discussion by Audit& Supervisory Board, within the amount specified by resolution of the General Shareholders Meeting.

12. Governance Committee
The Governance Committee whose chairperson is elected by mutual vote of the Outside Directors has been
established for the purpose of discussion by all Outside Directors, the Chairman, the Vice Chairman and thePresident regarding matters related to the status of, policies regarding and stance on corporate governance.
13. Task-Specific Committees
The Company has established the Sustainability Committee, Quality Improvement and Compliance Committee,
Digitalization Committee, Group Systems Committee, Group International Business Committee, ERM Committee
and Group Standardization Committee with the aim of deliberating important management issues involving businessexecution, to coordinate perspectives across various departments.
Chapter 4: Group Management Structure
1.
Roles of the Company (Holding Company)

The Company has executed into business management agreements with the domestic Group insurancecompanies in which it has invested directly (hereinafter referred to as the “Directly Invested Companies”), andsupervises management of Group companies in order to realize management strategies, improve management
efficiency and ensure financial soundness and appropriate operations within the Group.

The Company has established “Basic Policy Pertaining to System for the Group’s Internal Controls,” “TheGroup’s Risk Management Basic Policy,” “The Group’s Compliance Basic Policy,” “The Group’s Internal Audit
Basic Policy,” “The Group’s Risk Appetite Statement,” and “The Group’s Basic Policy on Information Technology
Governance.” In addition to requiring compliance with these policies by Group companies, either the approvalof or reporting to the Company is required for important matters involving the Directly Invested Companies inline with the business management agreements.

The Company establishes a group management strategy such as the Group’s Medium-term Management Plan.
The Company provides guidance and supervision through monitoring of the progress of management plans
formulated by Group companies and the status of business execution, with the aim of achieving the goals of theGroup.
2.


Role of Directly Invested Companies
The Directly Invested Companies formulate their own policies and appropriately establish internal management
systems based on the Group’s Basic Policies, in addition to formulating management plans in each company
based on the Group’s Medium-term Management Plan to conduct management as individual companies.
The Directly Invested Companies also appropriately supervise the management of their subsidiaries underbusiness management agreements.

Chapter 5: Relationship with Shareholders
1.
Constructive Dialogue with Shareholders
The Company has disclosed the Policy on Constructive Dialogue with Shareholders and has established the systemfor promoting constructive dialogue with shareholders from the perspective of enabling deeper dialogue in themedium- to long-term and enhancing corporate value.
2.
Ensuring Shareholder Rights and Equality
The Company acts appropriately to effectively ensure the rights of shareholders, and endeavors to enable
shareholders to appropriately exercise those rights as follows.
The Company will take appropriate action to enable shareholders to effectively exercise their voting rights in
the General Shareholders Meeting.
The Company will provide accurate information to contribute to appropriate decision-making in the exercise of
voting rights of shareholders.
The Company provides adequate explanation of capital policies, etc., that have a material impact on theinterests of shareholders.
In the event a proposal by the Company is approved in the General Shareholders Meeting but with aconsiderable number of votes in opposition, the Company analyzes the reason and volume of opposing votes, andresponds appropriately.

3.
Prevention of Transactions that Conflict with the Interests of Shareholders
When the Company does business with a related party such as a Director or a major shareholder, prior approval of
the Board of Directors is required for important or non-standard transactions to ensure they do not harm the joint
interests of the Company and the Company’s shareholders.
4.
Strategic Equity Holdings
The Company has disclosed the “Basic Policy on Reduction of Strategic Equity Holdings” and the Criteria for
Ensuring Appropriate Handling of the Exercise of Voting Rights Pertaining to Strategic Equity Holdings from theperspective of contributing to the increase in the Company’s corporate value and that of companies in which sharesare held by the Company in the medium-to long-term.

Chapter 6: Appropriate Disclosure
The Company and the Group’s domestic insurance companies conduct disclosure based on the “Basic Policy for
Disclosure of Information,” to ensure that they act in accordance with law and disclosure rules stipulated byfinancial instrument exchange, and that their stakeholders are able to fairly, correctly and promptly understandimportant information.

In addition to disclosure required by law, the Company also discloses non-financial information of significant
interest to shareholders, including ESG (Environment, Society, Governance) along with financial information,in an easily viewable “Integrated Report” format, intended to contribute to a constructive dialogue withstakeholders, including shareholders.

In addition, this information is also disclosed in easily-accessible format on the Company’s website, and otherefforts, including the use of video, will be made to provide stakeholders with a better understanding on thewebsite.
Supplementary Provision
Revision and abolition of this basic policies shall be determined by resolution of the Board of Directors except for any
revision made pursuant to the proviso to Paragraph 1 of Article 4 and Paragraph 3 of Article 4 of the Regulations for Management of
Policies and Regulations etc.
END
Established, June 22, 2015
Amended, June 26 2017
Amended, April 1, 2018
Amended, November 19, 2018
Amended, March 1, 2019
Amended, April 1, 2020
Amended, April 1, 2021
Amended, April 1, 2022
Last Amended, June 1, 2022

MS&AD Insurance Group Basic Policies on Corporate Governance - Appendix
Criteria for the Selection of Director Candidates and Audit & Supervisory Board Member Candidates
1. Outside director candidates and outside Audit & Supervisory Board Member candidates
Candidates must meet the following requirements.
・ Must not be disqualified from serving as a director or Audit & Supervisory Board Member pursuant to the Companies Act.
・ Must not be disqualified from serving as a director or Audit & Supervisory Board Member of an insurance holding company
pursuant to the Insurance Business Act.
・ Must have a sufficient level of public credibility.
・ An outside Audit & Supervisory Board Member must satisfy the eligibility requirements for a Audit & Supervisory Board
Member pursuant to the Insurance Business Act.
Additionally, candidates must satisfy the following three requirements(1) Eligibility
A candidate must have the qualities listed below that are necessary to monitor the overall management of the company and provide
advice, based on a general knowledge of company management and a basic understanding of the roles of the directors and board of
directors.
・ Ability to discern facts from materials and reports
・ Capability to detect problems and risks and apply own knowledge to solve them・ Capacity to appropriately monitor business strategy and provide advice
・ Mental independence to openly question, debate, re-examine, continuously deliberate, and propose ideas in opposition to a
resolution(2) ExpertiseMust have knowledge in a specialized field such as management, accounting, finance, law, administration, or social/cultural affairs,
and have a record of achievement in that field.
(3) Independence
The following persons are ineligible.
① An executing person of the Company or a subsidiary of the Company.
② A director or Audit & Supervisory Board Member of a subsidiary of the Company.
③ A person for whom the Company is a major business partner (i.e. a person who received payments from the Company or
subsidiaries of the Company that represent 2% or more of annual consolidated sales for the most recent fiscal year), or an
executing person thereof (in the case of a consulting firm, auditing firm or law firm, a consultant, accounting professional, or
legal professional who belongs to said corporation, partnership, etc.).
④ A major business partner of the Company (i.e. a person who made payments to subsidiaries of the Company representing 2% ormore of the Company consolidated direct premiums written excluding deposit premium from policy holders for the most recent
fiscal year), or an executing person thereof.
⑤ Any of the Company’s top 10 largest shareholders (or, if the shareholder is a corporation, an executing person thereof).
⑥ An executing person of a company to which the Company or a subsidiary of the Company has appointed a director.
⑦ A consultant, accounting professional, or legal professional who has received, other than officer compensation, average cash orother financial benefits of at least 10 million yen per year for the past three years from the Company or subsidiaries of theCompany.
⑧ A person falling under any of the items ② through ⑦ during the past five years.
(Note) “During the past five years” means five years from the time the content of a proposal to the General Shareholders Meeting to elect theoutside director or outside Audit & Supervisory Board Member was resolved by the Board of Directors.

⑨ An individual who was an executing person of the Company or subsidiaries of the Company in the past (in the case of an outside
Audit & Supervisory Board Member, including an individual who has been a director of the Company or a subsidiary of theCompany.)⑩ A spouse or second-degree or closer relative of a person listed in items ① through ⑨ above (an executing person means an
executive director, executive officer or an employee in a position of general manager or higher.)(4) Term limits
The total terms of office for newly elected outside directors and outside Audit & Supervisory Board Members from April 1, 2015
onwards are as listed below.
① For outside directors, the expectation is 4 terms, 4 years, renewable for a maximum of 8 terms, 8 years.
② For outside Audit & Supervisory Board Members, in principle the total term is 1 term, 4 years, but this is renewable for a
maximum of 2 terms, 8 years.
2. Candidates for director other than outside director and candidates for Audit & Supervisory Board Member other thanoutside Audit & Supervisory Board Member
Candidates must meet the following requirements.
・ Must not be disqualified from serving as a director or Audit & Supervisory Board Member pursuant to the Companies Act.
・ Must not be disqualified from serving as a director or Audit & Supervisory Board Member of an insurance holding company
pursuant to the Insurance Business Act.
・ Must satisfy the eligibility requirements for a director or Audit & Supervisory Board Member who engages in daily business at
an insurance company pursuant to the Insurance Business Act.
Additionally, a candidate must have varied experience as well as highly specialized experience and must embody our corporate
philosophy in the exercise of leadership.
END

Skills matrix of Directors, Audit & Supervisory Board Members and Executive Officer■Skills matrix of Directors and Audit & Supervisory Board Members
Skill

Personnel

Risk
Internation

managemen

Sustainabili affairs / HR compliance
IT / digitalalFinance /Insuranceaccounting

businessmanagementydevelopmen and internaltOfficers
Noriyuki

Legal andCorporate

t
t

audit

Director
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Hara
YasuzoDirector

Kanasugi
Shinichiro

Director

Funabiki
TetsujiDirector○○

HiguchiTomoyuki

Director

Shimazu
YusukeDirector○

ShiraiMarikoOutsideBando

Director

Junichi

OutsideTobimatsu

Director

Rochelle

Outside

Kopp

Director

Akemi

OutsideIshiwata

Director

Jun

OutsideSuzuki

Director

AtsukoAudit &

Suto

Supervisory

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Board
Member
Keiji

Audit &

SuzukiSupervisory
Board
Member

Kyoko

OutsideUemuraAudit &○

Supervisory
Board
MemberTaisei

Outside

Kunii

Audit &
Supervisory

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Board
Member□Skills matrix of Executive Officer：We have installed an executive officer system. The skills for Executive Officers who are not
Directors are as follows.
Skill

Personnel

Legal andaffairs /complianc

Risk

Finance /

HR

e and

managem

accountin

developm

internal

ent

g

ent

audit

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Corporate
Internatio

IT /Sustainab

managemnal

digital

ility

ent

Officers
SatoruExecutive

TamuraOfficer

Naomi

Executive

Motojima

Officer

KeisukeExecutive

Niiro

Officer

TakumaExecutive

Hayakawa

Officer

TakuyaExecutive

Tsuda

Officer

Hiroyoshi

Executive

Owada

Officer

HiroshiExecutive

Arakawa

Officer

HiroshiExecutive

Tatematsu

Officer

TomoyukiExecutive

Motoyama

Officer

Mitsuru

Executive

Sato

Officer

SachikoExecutive

Hori

Officer

Hironori

Executive

Morimoto

Officer

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Insurancebusiness

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