Note: This is a translation of the Japanese language original for convenience purposes only, and in the event of any discrepancy, the Japanese language original shall prevail.
Date of commencement of electronic provision: May 15, 2024
Other Matters Subject to Measures for Electronic Provision
for the Annual General Meeting of Shareholders for the 14th Fiscal Year
(Matters Omitted in the Delivered Paper Copy)
(from April 1, 2023 to March 31, 2024)
Dai-ichi Life Holdings, Inc
Table of Contents | |
Business Report | |
Assets and Income of the Corporate Group and Insurance Holding | |
Company (the Company) | 2 |
Principal Offices of the Corporate Group | 4 |
Employees of the Corporate Group | 4 |
Share Warrant, etc | 5 |
Independent Auditor | 8 |
Basic Policy on the Composition of Persons to Control Decision- | |
Making over the Financial and Business Policies | 8 |
System for Ensuring Appropriate Operations | 9 |
Specified Wholly Owned Subsidiaries | 15 |
Transactions with the Parent Company | 15 |
Accounting Advisor | 15 |
Others | 15 |
Consolidated Financial Statements | |
Consolidated Statement of Changes in Net Assets | 16 |
Notes to the Consolidated Financial Statements | 18 |
Non-Consolidated Financial Statements | |
Non-Consolidated Statement of Changes in Net Assets | 54 |
Notes to the Non-Consolidated Financial Statements | 55 |
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Assets and Income of the Corporate Group and Insurance Holding Company (the Company)
(1) Assets and income of the corporate group
Fiscal 2023 | ||||
Category | Fiscal 2020 | Fiscal 2021 | Fiscal 2022 | (Current fiscal |
year) | ||||
millions of yen | ||||
Consolidated ordinary | 7,827,806 | 8,209,708 | 9,508,766 | 11,028,166 |
revenues | ||||
Consolidated ordinary | ||||
552,861 | 590,897 | 387,500 | 539,006 | |
profit | ||||
Net Income attributable | ||||
320,765 | ||||
to shareholders of | 363,777 | 409,353 | 173,735 | |
parent company | ||||
Consolidated | ||||
1,143,981 | (130,395) | (1,344,017) | 1,425,209 | |
comprehensive income | ||||
Consolidated total net | ||||
4,807,129 | 4,210,341 | 2,661,764 | 3,882,157 | |
assets | ||||
Consolidated total | ||||
63,593,705 | 65,896,142 | 61,653,699 | 67,540,309 | |
assets | ||||
(Note 1) In fiscal 2023, consolidated comprehensive income increased compared to the previous fiscal year due mainly to an increase in unrealized gains of securities at The Dai-ichi Life and Protective Life Corporation, reflecting the effects of changes in the economic environment and other factors.
(Note 2) Effective from the beginning of fiscal 2023, certain consolidated foreign subsidiaries and affiliated companies have adopted the accounting standard "Insurance Contracts" (AASB No. 17) (NZ IFRS No. 17) issued by the Australian Accounting Standards Board and the New Zealand Accounting Standards Board. Accordingly, net assets and total assets for fiscal 2021 and figures for fiscal 2022 have been retroactively restated.
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(2) Assets and income of the Insurance Holding Company
Fiscal 2023 | ||||||
Category | Fiscal 2020 | Fiscal 2021 | Fiscal 2022 | (Current fiscal | ||
year) | ||||||
Operating revenues | millions of yen | |||||
190,425 | 205,479 | 269,261 | 195,553 | |||
Dividend income | 180,347 | 193,794 | 255,392 | 179,259 | ||
Subsidiaries, etc. | ||||||
engaging in | 172,114 | 187,318 | 249,593 | 174,018 | ||
insurance | ||||||
business | ||||||
Other | 8,232 | 6,475 | 5,798 | 5,241 | ||
subsidiaries, etc. | ||||||
Net income for the year | 216,513 | 167,237 | 249,633 | 174,396 | ||
Net income per share | ¥193.80 | ¥156.53 | ¥245.71 | ¥179.24 | ||
Total assets | millions of yen | |||||
1,896,259 | 1,868,818 | 2,017,358 | 2,366,425 | |||
Shares, etc. of | ||||||
subsidiaries, etc. | 1,301,162 | 1,230,769 | 683,337 | 641,455 | ||
engaging in | ||||||
insurance business | ||||||
Shares, etc. of other | 356,815 | 526,815 | 1,149,521 | 1,139,307 | ||
subsidiaries, etc. | ||||||
(Note) In fiscal 2022, "Shares, etc. of subsidiaries, etc. engaging in insurance business" decreased and "Shares, etc. of other subsidiaries, etc." increased, year on year, because shares of Protective Life Corporation were transferred to Dai-ichi Life International Holdings LLC.
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Principal Offices of the Corporate Group
[The Company]
Company name | Office name | Location | Date of | |
establishment | ||||
Dai-ichi Life Holdings, Inc. | Head Office | Chiyoda-ku, | September 15, | |
Tokyo | 1902 | |||
[Subsidiaries, etc.] | ||||
Sector | Company name | Office name | Location | Date of |
establishment | ||||
The Dai-ichi Life Insurance | Head Office | Chiyoda-ku, | April 1, 2016 | |
Company, Limited | Tokyo | |||
Domestic | The Dai-ichi Frontier Life | Head Office | Minato-ku, Tokyo | December 1, |
insurance | Insurance Co., Ltd. | 2006 | ||
business | The Neo First Life Insurance | Head Office | Shinagawa-ku, | April 23, |
Company, Limited | Tokyo | 1999 | ||
ipet Holdings, Inc. | Head Office | Koto-ku, Tokyo | October 1, 2020 | |
Protective Life Corporation | Head Office | Birmingham, | July 24, | |
U.S.A. | 1907 | |||
TAL Dai-ichi Life Australia | Head Office | Sydney, Australia | March 25, | |
Pty Ltd | 2011 | |||
Partners Group Holdings | Head Office | Auckland, New | August 23, 2010 | |
Limited | Zealand | |||
Overseas | ||||
Dai-ichi Life Insurance | Head Office | Ho Chi Minh, | January 18, | |
insurance | Company of Vietnam, Limited | Vietnam | 2007 | |
business | Dai-ichi Life Insurance | Head Office | Phnom Penh, | March 14, |
(Cambodia) PLC. | Cambodia | 2018 | ||
Dai-ichi Life Insurance | Head Office | Yangon, | May 17, 2019 | |
Myanmar Ltd. | Myanmar | |||
Dai-ichi Life Reinsurance | British Overseas | September 25, | ||
Head Office | Territory, | |||
Bermuda Ltd. | 2020 | |||
Bermuda | ||||
(Note 1) The above table includes the Company and its major consolidated subsidiaries, etc.
(Note 2) The "Date of establishment" represents the dates on which the companies were founded.
Employees of the Corporate Group
Sector | Previous fiscal | Current fiscal | Change | ||
year-end | year-end | ||||
Number of persons | |||||
Domestic insurance business | 50,565 | 48,706 | (1,859) | ||
Overseas insurance business | 9,599 | 9,867 | 268 | ||
Other businesses | 833 | 922 | 89 | ||
Total | 60,997 | 59,495 | (1,502) | ||
(Note) | The above table includes the Company and its consolidated subsidiaries, etc. |
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Share Warrant, etc.
- Share warrant, etc. of the Insurance Holding Company Held by the Directors and the Audit & Supervisory Committee Members of the Insurance Holding Company at the Current Fiscal Year-End
Number of | ||||||||||||||||||||
stock | Class and | Value of | ||||||||||||||||||
acquisition | number of | |||||||||||||||||||
assets to be | Number | |||||||||||||||||||
Classification | Series | rights | shares to be | Exercise period | ||||||||||||||||
contributed | of holders | |||||||||||||||||||
(payment | issued upon | |||||||||||||||||||
upon exercise | ||||||||||||||||||||
amount per | exercise | |||||||||||||||||||
share) | ||||||||||||||||||||
2nd Series of Stock | 8,800 shares of | |||||||||||||||||||
Acquisition Rights of | ||||||||||||||||||||
common stock | From August 17, | |||||||||||||||||||
The Dai-ichi Life | 88 | |||||||||||||||||||
(100 shares per | 2012 to August 16, | 1 person | ||||||||||||||||||
Insurance Company, | (¥76,638) | |||||||||||||||||||
stock | 2042 | |||||||||||||||||||
Limited Issued in | ||||||||||||||||||||
acquisition right) | ||||||||||||||||||||
August 2012 | ||||||||||||||||||||
3rd Series of Stock | 5,200 shares of | |||||||||||||||||||
Acquisition Rights of | ||||||||||||||||||||
common stock | From August 17, | |||||||||||||||||||
The Dai-ichi Life | 52 | |||||||||||||||||||
(100 shares per | 2013 to August 16, | 1 person | ||||||||||||||||||
Insurance Company, | (¥130,030) | |||||||||||||||||||
stock | 2043 | |||||||||||||||||||
Limited Issued in | ||||||||||||||||||||
acquisition right) | ||||||||||||||||||||
August 2013 | ||||||||||||||||||||
4th Series of Stock | 8,700 shares of | |||||||||||||||||||
Directors | Acquisition Rights of | |||||||||||||||||||
common stock | From August 19, | |||||||||||||||||||
(excluding | The Dai-ichi Life | 87 | ||||||||||||||||||
(100 shares per | 2014 to August 18, | 2 persons | ||||||||||||||||||
directors serving | Insurance Company, | (¥136,600) | ||||||||||||||||||
stock | 2044 | |||||||||||||||||||
as Audit & | Limited Issued in | |||||||||||||||||||
acquisition right) | ||||||||||||||||||||
Supervisory | August 2014 | ¥1 per share | ||||||||||||||||||
Committee | 5th Series of Stock | 9,000 shares of | ||||||||||||||||||
members and | Acquisition Rights of | |||||||||||||||||||
common stock | From August 18, | |||||||||||||||||||
Outside | The Dai-ichi Life | 90 | ||||||||||||||||||
(100 shares per | 2015 to August 17, | 3 persons | ||||||||||||||||||
Directors) | Insurance Company, | (¥231,800) | ||||||||||||||||||
stock | 2045 | |||||||||||||||||||
Limited Issued in | ||||||||||||||||||||
acquisition right) | ||||||||||||||||||||
August 2015 | ||||||||||||||||||||
1st Series of Stock | 7,900 shares of | |||||||||||||||||||
Acquisition Rights of | 79 | common stock | From October 19, | |||||||||||||||||
Dai-ichi Life Holdings, | (100 shares per | 2016 to October 18, | 3 persons | |||||||||||||||||
(¥134,400) | ||||||||||||||||||||
Inc. Issued in October | stock | 2046 | ||||||||||||||||||
2016 | acquisition right) | |||||||||||||||||||
2nd Series of Stock | 12,100 shares | |||||||||||||||||||
of common | ||||||||||||||||||||
Acquisition Rights of | From August 25, | |||||||||||||||||||
121 | stock | |||||||||||||||||||
Dai-ichi Life Holdings, | 2017 to August 24, | 3 persons | ||||||||||||||||||
(¥156,800) | (100 shares per | |||||||||||||||||||
Inc. Issued in August | 2047 | |||||||||||||||||||
stock | ||||||||||||||||||||
2017 | ||||||||||||||||||||
acquisition right) | ||||||||||||||||||||
Directors | ||||||||||||||||||||
serving as Audit | ||||||||||||||||||||
& Supervisory | ― | ― | ― | ― | ― | ― | ||||||||||||||
Committee | ||||||||||||||||||||
members | ||||||||||||||||||||
Outside | ||||||||||||||||||||
Directors | ||||||||||||||||||||
(excluding | ||||||||||||||||||||
directors serving | ― | ― | ― | ― | ― | ― | ||||||||||||||
as Audit & | ||||||||||||||||||||
Supervisory | ||||||||||||||||||||
Committee | ||||||||||||||||||||
members) |
(Note 1) A person to whom stock acquisition rights are allotted ("Allottee") may exercise stock acquisition rights only within 10 days from the day immediately following the date on which he/she loses status as both a director (except Audit & Supervisory Committee members) and an executive officer of the Company, as both a director and an executive officer of The Dai-ichi Life Insurance Company, Limited, as both a director and an executive officer of The Dai-ichi Frontier Life Insurance Co., Ltd., and as both a director and an executive officer of The Neo First Life Insurance Company, Limited. Upon the death of an Allottee, the heir(s) of such Allottee may succeed to and exercise any stock acquisition rights which have not been exercised as of the date of occurrence of any event constituting grounds for inheritance. However, matters such as conditions
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for the exercise of stock acquisition rights and the procedure for such exercise will be in accordance with the provisions of the stock acquisition right allotment agreement executed between the Company and each Allottee pursuant to any relevant resolution of the Board of Directors of the Company. Each Allottee must collectively exercise all of the stock acquisition rights allotted to the Allottee (or, if the Allottee has relinquished any stock acquisition right, then the stock acquisition rights remaining after such relinquishment) and may not exercise only a part thereof. An Allottee may not partly exercise any single stock acquisition right. Other conditions for the exercise of stock acquisition rights shall be stipulated in a stock acquisition rights allotment agreement to be concluded between the Company and the Allottee, based on resolutions of the Board of Directors of the Company.
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- Share Warrant, etc. of the Insurance Holding Company Allotted to Employees during the Current Fiscal Year
Not applicable
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Independent Auditor
(1) Independent Auditor
Name | Remuneration for | Other |
the current fiscal year | ||
- Based on the "Practical Guidance for | ||
KPMG AZSA LLC | Cooperation with Accounting Auditors" published | |
by the Japan Audit and Supervisory Board | ||
Yutaka Terasawa, | Members Association, the Audit & Supervisory | |
Designated Limited Liability | Committee has duly examined whether or not the | |
Partner | contents of the Independent Auditor's auditing | |
plans, the status of the performance of duties | ||
Hatsumi Fujiwara, | regarding accounting audits, the basis for | |
Designated Limited Liability | ¥108 million | calculating the estimated remuneration, etc. are |
Partner | appropriate, and has given its consent to the | |
amount of remuneration for the Independent | ||
Yuta Kasuga, | Auditor as set forth in Article 399, Paragraph 1 of | |
Designated Limited Liability | the Companies Act. | |
Partner | - Services other than those provided in Article 2, | |
Paragraph 1 of the Certified Public Accountants | ||
Act (non-auditing services) include "advisory | ||
service relating to new regulations," etc. | ||
(Note 1) Given that the audit engagement agreement between the Company and the Independent Auditor does not clearly differentiate the amount of audit fees payable under the Companies Act from the amount of audit fees payable under the Financial Instruments and Exchange Act, remuneration for the current fiscal year is an aggregate of both amounts.
(Note 2) The total amount of monetary and other financial benefits payable to the Independent Auditor by the Company and its subsidiaries, etc. was 422 million yen.
(2) Liability Limitation Agreement and Indemnity Agreement
Not applicable
(3) Other Matters concerning Independent Auditor
- (Policy for Determining the Dismissal or Non-reappointment of the Independent Auditor) If any of the causes provided in the Items of Article 340, Paragraph 1 of the Companies Act shall occur and all Audit & Supervisory Committee members approve, the Audit & Supervisory Committee may dismiss the Independent Auditor. Further, if the Audit & Supervisory Committee has checked the eligibility of the Independent Auditor, the appropriateness of the auditing plans, and the status of the implementation of audits, etc. in accordance with the policy for determining the election or dismissal of Independent Auditor stipulated by the Audit & Supervisory Committee, and has accordingly deemed that it would be difficult for the Independent Auditor to perform its duties in a fair and appropriate manner, or has otherwise judged there to be appropriate reasons, the Audit & Supervisory Committee will resolve the content of a proposal for the dismissal or non-reappointment of the Independent Auditor to be submitted to the general meeting of shareholders.
- The following companies (significant subsidiaries of the Company, etc.) are audited by audit corporations other than the Independent Auditor of the Company: Protective Life Corporation and the subsidiaries, etc. affiliated therewith; TAL Dai-ichi Life Australia Pty Ltd and subsidiaries, etc. affiliated therewith; Partners Group Holdings Limited and the subsidiaries, etc. affiliated therewith; Dai-ichi Life Insurance Company of Vietnam, Limited and subsidiaries, etc. affiliated therewith; Dai-ichi Life Insurance (Cambodia) PLC.; Dai- ichi Life Insurance Myanmar Ltd.; and Dai-ichi Life Reinsurance Bermuda Ltd.
Basic Policy on the Composition of Persons to Control Decision-Making over the Financial and Business Policies
Not applicable
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System for Ensuring Appropriate Operations
As a step to develop the Group's system for ensuring appropriate operations, the Board of Directors adopted a resolution to institute the Internal Control Policy for the Dai-ichi Life Group as of April 1, 2021, a summary of which is given below along with the implementation status of the internal control system.
Dai-ichi Life Group>
Dai-ichi Life Holdings, Inc. (hereinafter "the Company") shall establish Internal Control Policy for the Dai- ichi Life Group (comprising the Company and all of its subsidiaries and associated companies; "the Group") to define the general principle for establishment and operation of internal control system and framework of the Group in order to ensure effectiveness and efficiency of operation, and maintain and enhance its Group value.
-
System for Ensuring Proper Operations within the Group
The Company shall implement and manage systems for ensuring proper operations within the Group.
- The Company shall conduct business supervision of the Group companies in principle, based on the supervision category stipulated in the Business Supervision Regulations, according to individual Group companies' business specifics, size and importance in the Group's management strategy.
- The Company shall establish basic policies for maintaining and operating the Group internal control system, make these policies known to the Group companies and shall have each Group company establish its own basic policies conforming to its business characteristics.
- The Company shall establish rules for prior approval by the Company and reporting of the Group companies' important matters which affect the Group as a whole to the Company.
- The Company shall establish the Group's basic policies for management of intra-group transactions, collaborative operations and the equivalent and implement their management.
- System for Ensuring Execution of Professional Duties in Accordance with Applicable Laws, Regulations and the Articles of Incorporation
The Company shall implement and manage systems for ensuring the execution of professional duties in accordance with applicable laws, regulations and the Articles of Incorporation, etc.
- The Company shall establish a department supervising the Group compliance.
- The Company shall establish the Group's basic policies and implement systems for Group compliance.
- The Company shall have each Group company implement compliance systems and shall establish rules for prior approval by the Company and reporting of important compliance systems and misconducts by the Group companies to the Company.
- The Company shall report the operation status of the Group's compliance systems to the board of directors or equivalent organization to the board of directors.
- The Company shall establish the Group's basic policies for conflict of interest management and implement systems for such transactions.
- The Company shall establish the Group's basic policies and implement systems for the protection of information assets.
- The Company shall establish a department managing Group's actions against anti-social forces.
- The Company shall establish the Group's basic policies for actions against anti-social forces and implement systems for such actions, and act as an organization against anti-social forces to break relationships with anti-social forces and take proper action towards unreasonable request from anti- social forces, collaborating with outside specialist bodies
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Dai-ichi Life Holdings Inc. published this content on 15 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2024 12:21:52 UTC.