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.
Dai-ichi Life Holdings, Inc.
Last Revised: June 21st 2021
Dai-ichi Life Holdings, Inc.
President and Representative Director
Contact: Dai-ichi Life Holdings, Inc. Corporate Planning Unit, 81 50 3780 6930 Code: 8750 https://www.dai-ichi-life-hd.com/
The following is an overview of Corporate Governance at Dai-ichi Life Holdings, Inc.
Fundamental Policy Concerning Corporate Governance and Basic Information about Capital Structure, Corporate Attributes, etc.
1. Fundamental Policy
Dai-ichi Life Holdings, Inc. (the Company) shall develop a system of corporate governance to ensure transparent, fair, prompt and bold decision-making while balancing the ownership and management, in order to discharge responsibility to its multi-stakeholders such as customers, shareholders, society and employees, and to achieve sustainable growth and enhancement of corporate value over the mid-to long term.
[Reason for Non-compliance with the principles of the Corporate Governance Code]
Supplementary Principle 4-1-3
"Planning for successors to chief executive officer, etc." is conducted by the Nominations Advisory Committee, a majority of whose members are Outside Directors, to ensure management transparency and objectivity.
(*) The Nominations Advisory Committee is an advisory organ of the Board of Directors.
[Disclosure based on the individual principles of the Corporate Governance Code ]
In the Basic Corporate Governance Policy, the Company discloses its policies for strategic-holding shares and its viewpoints on exercising voting rights pertaining to strategic-holding shares. The Company also discloses individual strategic-holding shares in its annual securities report and website, and examines the appropriateness of the purpose for holding and the profitability relative to cost of capital for listed strategic- holding shares on an individual basis at the meeting of the Board of Directors of the Company and the Dai- ichi Life Group companies with strategic-holding shares annually.
(1) Fundamental perspectives
In principle, shares shall be held by Dai-ichi Life Group companies engaging in the life insurance business for pure investment purpose as part of asset management in life insurance business; provided, however, to a limited extent, shares, other than the shares that are held for pure
investment purpose, that carry other important purposes in terms of the Group's business strategies, such as strengthening relations through business alliances, may be held as strategic- holding shares. The decision to reduce or otherwise is made after the rationality of holding such shares is confirmed on an individual basis, and details of the verification by the Board of Directors are disclosed annually.
(2) Confirmation of the share-holding situation
The Company and other companies in the Dai-ichi Life Group holding strategic-holding shares shall examine the appropriateness of the purpose for holding and the profitability relative to cost of capital for listed strategic-holding shares on an individual basis at their meetings of the Board of Directors every fiscal year. Strategic-holding shares shall be sold in case the appropriateness or rationale of holding such shares, neither in terms of strategic-holding nor investment purpose, is confirmed.
(3) Exercising of voting rights
Voting rights of strategic-holding shares shall be exercised in the same manner as shares other than strategic-holding shares, and appropriate actions shall be taken in accordance with the voting rights exercise standards that are separately established.
< Strategic-holding Shares >
*Available in Japanese only
In the Basic Corporate Governance Policy, the Company sets forth and discloses procedures for transactions among related parties.
Transactions among Related Parties
(1) Transactions between the Company and the officers
If competing transactions or transactions involving conflicts of interest as stipulated in laws and regulations are carried out between the Company and the officers, the approval of the Board of Directors shall be obtained without fail. Moreover, if such transactions are carried out, the important facts of the transactions shall be appropriately disclosed in accordance with laws and regulations.
(2) Insider trading
To pre-emptively prevent insider trading of the Company's shares and other instruments by the Company's related parties, the Company shall establish items that are required to be complied with in relation to the Company's important fact management and selling and buying and other trading of the Company's shares and other instruments by officers, employees and other parties, and it shall strictly manage such items.
Corporate pension management system
The Company adopts a contract-type corporate pension plan. As the Company is entrusted with pension assets to manage corporate pensions as an insurance company, with respect to the relevant pension assets, the Company serves as both an asset owner and investment manager. Personnel with appropriate qualifications such as those who have expertise in asset management in the life insurance field are assigned on an ongoing basis to manage the relevant pension assets fulfilling the expectation to function as an asset owner.
Management of conflict of interest
Divisions relating to corporate pensions including administration, business, asset management and risk management divisions jointly hold regular meetings and ensure a sophisticated governance system in order to secure stable investment returns, create a financially sound balanced portfolio, manage investment risks
by carrying out stress tests and value-at-risk appropriately, as well as following up on investment performance. Conflict of interest between beneficiaries and companies are properly managed as portfolio selection is based on objective and quantitative criteria.
The Company discloses the Dai-ichi Life Group's management philosophy on its website and annual reports, etc. as the Group mission, and discloses its management strategies and medium-term management plans in news releases. The Company also discloses its basic viewpoints and policies for corporate governance in the form of the Basic Corporate Governance Policy, and in this policy it sets forth and discloses policies and procedures for the election and dismissal of Directors of the Company and Dai-ichi Life Insurance Company Limited (Dai-ichi Life), and policies and procedures for deciding the remuneration of Directors and Executive Officers. The Company discloses individual reasons for appointing candidates for Directors of the Company and Dai-ichi Life in news releases and the Convocation Notice of the Annual General Meeting of Shareholders.
< Medium-Term Management Plan >
Basic Corporate Governance Policy >
< Convocation Notice of the Annual General Meeting of Shareholders >
Supplementary Principle 4-1-1
In the Basic Corporate Governance Policy, the Company sets forth and discloses the roles of the Board of Directors and the scope of authorities delegated to it.
Roles of the Board of Directors
The Company's Board of Directors shall be responsible for making decisions on corporate strategies, management plans and other important management matters concerning the Dai-ichi Life Group in accordance with relevant laws and regulations, and the Articles of Incorporation and internal rules of the Company. Except the matters subject exclusively to decisions of the Board of Directors specified in laws, ordinances, the Articles of Incorporation and internal rules of the Company, the Board of Directors shall delegate many of its authorities for operational execution to the President or to executive officers engaging in the duties concerned in order to ensure prompt decision-making.
7 of 16 Directors are Outside Directors, and the Company files all Outside Directors with the Tokyo Stock Exchange as independent officers.
The Company sets forth the independent standards for outside officers, and discloses these standards on its website, etc.
Supplementary Principle 4-11-1
In the Basic Corporate Governance Policy, the Company sets forth and discloses its viewpoints on the makeup of the Board of Directors.
Composition of the Board of Directors
The Company's Board of Directors shall be comprised of persons who are able to conduct the duties that directors are expected to fulfill and have ample knowledge, experience, and capability. In accordance with the Articles of Incorporation of the Company, the maximum number of directors shall be fifteen and that of directors who also serve as members of the Audit & Supervisory Committee shall be five. In order to properly incorporate into its management policy opinions of outside corporate managers, academic experts, and others rich in experience and knowledge, outside directors shall be appointed in a manner ensuring, in principle, that they constitute at least one third of the Board of Directors.
The Company's Board of Directors shall elect candidates for inside directors who possess knowledge and experience, through which they are able to accurately, fairly and efficiently carry out the management of the Dai-ichi Life Group, and sufficient social credibility.
Moreover, the Board of Directors shall, in principle, elect candidates for outside directors who satisfy the items described below to ensure that their supervisory functions are sufficiently performed.
Those who possess superior views and extensive experience in certain sectors, including corporate management, risk management, compliance and internal control, corporate ethics, management quality, global management and macro policies
Those who are considered to be independent from the management of the Company in light of the independence standards for outside officers that are separately set forth and disclosed
The Company's Board of Directors shall elect executive officers who have extensive knowledge about the Company's operations and are able to carry out their duties.
The election of candidates for the Company's directors shall be deliberated by the
Nominations Advisory Committee, and determined by the Board of Directors, and reasons for the election shall be disclosed.
Term of office
The term for the office of the Company's directors, excluding those who also serve as members of the Audit & Supervisory Committee, shall be until the close of the ordinary general meeting of shareholders with respect to the last business term ending within one year after election in accordance with the provisions set forth in the Articles of Incorporation. Moreover, from the perspective of securing independence, the maximum term of office of outside directors shall be eight (8) years.
Supplementary Principle 4-11-2
In the Basic Corporate Governance Policy, the Company sets forth and discloses its viewpoints on the scope of the concurrent positions of Directors in the event that a Director concurrently holds the post of an officer in a company other than the Company. The Company also discloses the situation of important concurrent positions in the Convocation Notice of the Annual General Meeting of Shareholders.
If any directors concurrently hold positions of officers, etc., of companies other than the Company, such concurrent positions shall be limited to the extent that they are able to fulfill their duty of care and the duty of loyalty. Moreover, the situation of important concurrent positions shall be disclosed every year
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Convocation Notice of the Annual General Meeting of Shareholders >
Supplementary Principle 4-11-3
In the Basic Corporate Governance Policy, the Company stipulates that it analyzes the validity and the effectiveness of the Board of Directors each year and discloses the summary of the analysis results on its website.
In addition, the Audit and Supervisory Committee assesses its own effectiveness. Activities of the Audit and Supervisory Committee are discussed at the Audit and Supervisory Committee. After conducting assessment, it was agreed that the Audit and Supervisory Committee of the Company ensures effectiveness.
Assessment of effectiveness
To ensure the validity and the effectiveness of decision-making, the Board of Directors shall analyze the efficiency of the meeting process and the validity and the effectiveness of decision- making through self-assessment and other methods every year and disclose a summary of the results.
Supplementary Principle 4-14-2
In the Basic Corporate Governance Policy, the Company sets forth and discloses its policies related to the training of Directors.
Aiming to (1) offer opportunities of obtaining the necessary knowledge related to the Dai-ichi Life Group's businesses, financing and organizations and other matters to directors as they take office and sufficiently understand roles and responsibilities that are expected from directors and members of the Audit & Supervisory Committee, and to continually update the matters as described above during the term of office, the Company shall offer and introduce training opportunities that are suitable to individual directors and members of the Audit & Supervisory Committee and support expenses incurred by such training.
In the Basic Corporate Governance Policy, the Company sets forth its basic viewpoints on dialogue with shareholders, and sets forth and discloses its policies to realize these viewpoints in the form of IR policies.
Fundamental perspectives on dialogue with shareholders
The Company shall carry out IR activities through the leadership of the senior management. Through IR activities, it shall (1) promptly and appropriately disclose information related to management strategies, the financial and performance situation and other matters to shareholders, investors and other stakeholders, and (2) improve dialogues with shareholders, investors and other stakeholders. The Company shall aim to gain trust and appropriate assessment from shareholders, investors and other stakeholders by taking initiatives to ensure that they are able to accurately understand the Dai-ichi Life Group's management strategies and other matters. Moreover, the Company shall use valuable comments and requests that are collected through IR activities for improving its corporate value by giving such feedback of comments and requests to the Executive Management Board and the Board of Directors.
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Dai-ichi Life Holdings Inc. published this content on 21 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2021 08:06:01 UTC.