Corporate Governance Structure

Enhancement of Management Control System

Conduct of Business

Board of Directors

The Board of Directors of Dai-ichi Life Holdings is responsible for making important decisions on the Group's management strategy, management plan, etc. and supervises the execution of business operations. The Board of Directors consists of inside directors with knowledge and experience necessary to perform management in an accurate, fair, and efficient manner and outside directors with the deep insight, rich experience, and independence necessary to fully demonstrate supervisory functions. The number of outside directors makes up one-third or more, in principle. In terms of the constitution of the Board of Directors, its diversity is taken into account, such as gender, nationality and so forth.
To improve management transparency, the Nomination Advisory Committee and the Remuneration Advisory Committee made up of the Chairman of the Board, President, and external appointees have been established under the Board of Directors. The Nomination Advisory Committee is responsible for assessing the qualifications of candidates for directorships and deliberating on the appointment and removal of directors and executive officers, and also for assessing the independence of external officers appointed by the company based on independence criteria. The Remuneration Advisory Committee is responsible for deliberating on the remuneration system for directors and executive officers. The members and main deliberation agenda of each committee are disclosed in the corporate governance report.
Furthermore, the Advisory Board has been established as a voluntary organization regarding management matters in general for the purpose of further strengthening and enhancing governance by obtaining extensive advice from outside experts from a medium- and long-term perspective, given the external environmental change.

Number of directors 15
Number of directors on Audit & Supervisory Committee 5
(as of June 20, 2022)
Number of outside directors 7
Number of outside directors on Audit & Supervisory Committee 3
(as of June 20, 2022)
Number of board meetings 12 (FY2021)

List of directors

Nominations Advisory Committee Remuneration Advisory Committee
Members Koichi Masuda (Outside Director (Audit & Supervisory Committee Member)) Koichi Maeda (Outside Director)
Yuriko Inoue (Outside Director) Yuriko Inoue (Outside Director)
Yasushi Shingai (Outside Director) Bruce Miller (Outside Director)
Rieko Sato (Outside Director (Audit & Supervisory Committee Member)) Ungyong Shu (Outside Director (Audit & Supervisory Committee Member))
Koichiro Watanabe (Director, Chairman of the Board) Koichiro Watanabe (Director, Chairman of the Board)
Seiji Inagaki (Representative Director, President) Seiji Inagaki (Representative Director, President)
Number of committee meetings 6 (FY2021) 12 (FY2021)
Main deliberation agenda
  • Candidates for directors (Proposal)
  • Matters regarding succession plan
  • Amount of remuneration for individual officers
  • Allotment of restricted stocks
  • Policy to determine the remuneration of officers

Self-evaluation by Board of Directors

To underpin the effectiveness of decision-making by the Board of Directors, the board uses self-evaluation and other techniques to undertake an annual review of the efficiency of its meeting practices and effectiveness of its decision-making, and reports a summary of the results.
In FY2021, all of the directors on the Board of Directors undertook a self-assessment questionnaire involving third-party evaluation that focused primarily on the activities and deliberations of the Board of Directors.
The results of the FY2021 evaluation are available in an attached file.
An ongoing program is in place to improve the effectiveness of the Board of Directors by working through the PDCA improvement cycle, including by administering additional questionnaires to further improve the activities and deliberations of the Board of Directors.

Result of “self-assessment survey” in FY2021 and Initiatives for Improving the Effectiveness of the Board of Directors PDF

Conduct of business

An executive officer system has been adopted to separate decision-making and supervision from the conduct of business and to strengthen functions. Executive officers are appointed by the Board of Directors and conduct business in accordance with the authority delegated to them by the Board of Directors. The Executive Management Board made up of the president and executive officers appointed by the president meets twice monthly to discuss important management issues and business decisions.

Audit & Supervisory Committee

The Audit & Supervisory Committee verifies and evaluates the effectiveness of Directors' execution of their duties (mainly with regards to their performance in managing group companies etc.) and carries out audit on their legitimacy and validity.
The Committee gathers necessary information to verify and evaluate the effectiveness of directors' activities by requiring reports from internal audit and internal control functions, participating in material meetings, interviewing directors and officers, and reviewing material documents.
The Audit & Supervisory Committee executes supervisory roles to the Boad of Directors by forming and providing opinions on directors' nomination and remuneration. In forming these opinions, the Committee reviews the appropriateness of the discussions in the Nominations Advisory Committee and Remuneration Advisory Committee.
Staffs who provide administrative support for the activities of the Audit & Supervisory Committee are assigned to the Audit & Supervisory Committee's Center, and transfers and performance evaluation of these staffs are to be discussed with the members of the Audit & Supervisory Committee, therefore their independence from the Board of Directors are maintained.

Number of Audit & Supervisory Committee members 5 (as of June 20, 2022)
Number of Outside Audit & Supervisory Board Members 3 (as of June 20, 2022)
Number of Audit & Supervisory Committee meetings 25 (FY2021)

Reasons for appointing outside directors and their activities

Role Name Reasons for appointment Activities during FY2021
Outside director Kouichi Maeda He has deep experience and insight gained through acting as business executive of highly public enterprises. He has also brought significant benefits to the Company by supervising and advising on various matters of corporate management based on his global and objective viewpoint at the Board of Directors meetings and other occasions. The Company believes he will continuously share his experience and expertise on oversight of management of the Group as before, and therefore proposes him as an outside director. Attended 12 Board of Directors meetings out of all 12 meetings held
Outside director Yuriko Inoue She is an experienced and trusted professor specialized in intellectual property laws, and she has had a wide range of knowledge about IT-related systems and policies backed by her expertise. She has also brought significant benefits to the Company by supervising management and advising on various legal matters and data governance in IT strategies of the Company based on her objective viewpoint at the Board of Directors meetings and other occasions. The Company believes she will continuously share her experience and expertise on oversight of management of the Group as before, and therefore proposes her as an outside director. Attended 12 Board of Directors meetings out of all 12 meetings held
Outside director Yasushi Shingai In addition to his deep experience and insight gained through acting as business executive of a global company, he has rich experience and sophisticated and expert knowledge of corporate finance and mergers & acquisitions as the finance officer. He has also brought significant benefits to the Company by supervising management and advising on various matters of corporate management based on his global and objective viewpoint at the Board of Directors meetings and other occasions. The Company believes he will continuously share his experience and expertise on oversight of management of the Group as before, and therefore proposes him as anoutside director. Attended 12 Board of Directors meetings out of all 12 meetings held
Outside director Bruce Miller He is a specialist in global politics and economy and has rich experience and deep insight into the life insurance business as a Non-Executive Director of TAL, a subsidiary of the Company.The Company expects that he will actively provide opinions regarding overall management from a global and objective viewpoint and share his experience and expertise on oversight of management of the Group, and therefore appointed him as an outside director. -
Outside director
(Audit & Supervisory Committee member)
Rieko Sato She is an experienced and trusted attorney, and she has had a wide range of experiences serving as outside director and outside Audit and Supervisory Board member of various corporations. She has also brought significant benefits to the Company by supervising and auditing management as well as advising on various legal matters of the Company based on her objective viewpoint at the Board of Directors meetings and other occasions. The Company believes she could continue to take advantage of her experience in conducting audits and supervision of the Group's management, and therefore proposes her as an outside director serving as Audit & Supervisory Committee member. Attended 12 Board of Directors meetings out of all 12 meetings held
Attended 25 Audit & Supervisory Committee meetings out of all 25 meetings held
Outside director
(Audit & Supervisory Committee member)
Ungyong Shu He has a wide range of experiences as a managing director of financial institutions. He has also brought significant benefits to the Company by supervising and auditing management as well as advising on various matters of corporate management based on his global and objective viewpoint at the Board of Directors meetings and other occasions. The Company believes he could continue to take advantage of his experience in conducting audits and supervision of the Group's management, and therefore proposes him as an outside director serving as Audit & Supervisory Committee member. Attended 12 Board of Directors meetings out of all 12 meetings held
Attended 25 Audit & Supervisory Committee meetings out of all 25 meetings held
Outside director
(Audit & Supervisory Committee member)
Koichi Masuda He is an experienced and trusted certified public accountant, and he has had a wide range of experiences serving as outside director (Audit and Supervisory Committee member) and outside Audit and Supervisory Board member of various corporations. He has also brought significant benefits to the Company by supervising and auditing management and advising on various financial matters of the Company based on his objective viewpoint at the Board of Directors meetings and other occasions. The Company believes he could continue to take advantage of his experience in conducting audits and supervision of the Group's management, and therefore proposes him as an outside director serving as Audit & Supervisory Committee member. Attended 11 Board of Directors meetings out of all 12 meetings held
Attended 24 Audit & Supervisory Committee meetings out of all 25 meetings held

Remuneration of officers

Basic Policy and Basic Principles

The remuneration system for directors and officers is a critical component in terms of "fair treatment" for directors and officers who are responsible for realization of the Group Vision. The items described below shall be adopted as basic policies and principles.

Basic Policy for Remuneration of Directors and Officers

  • Serves a system for realizing the sharing of value with stakeholders with a medium- to long term perspective.
  • Is a fair remuneration system of an appropriate level, reflecting the magnitude of the roles and responsibilities and the degree to which capabilities were demonstrated.
  • Evaluates the contributions of each director by linking their remuneration with company and individual performance, and encourages the creation of value on which the Group focuses.

Basic Principles for Remuneration of Directors and Officers

  • Appropriate remuneration design according to roles and responsibilities
  • Consistency with strategies on which the Group focuses
  • Links to the performance of the Company and individuals
  • Shares interests with all stakeholders
  • Proper and competitive level of remuneration
  • Ensures objectivity and transparency

Process for determining remuneration

Remuneration for directors (excluding directors serving as the Audit & Supervisory Committee Members and outside directors) is made up of a base amount, a single-year performance-linked amount (company performance and individual performance) and a stock amount (restricted stock and performance-linked stock-based). In the case of outside directors and directors serving as the Audit & Supervisory Committee Members, remuneration is in the form of a base amount only. The level of remuneration for directors (excluding directors serving as the Audit & Supervisory Committee Members and outside directors) shall be set using third-party surveys, etc. regarding remuneration of executives, and the level of remuneration for directors serving as the Audit & Supervisory Committee Members shall be set using third-party surveys, etc. regarding remuneration of executives in Japanese companies. The Policy for Determining Remuneration of Directors and Executive Officers, including these policy and principles, has been decided on by the Board of Directors based on the deliberation of the Remuneration Advisory Committee, the majority of which is made up of outside committee members.

Policy on officer remuneration amounts and how to choose methods for calculating these amounts

Remuneration for directors (excluding directors serving as the Audit & Supervisory Committee Members and outside directors) is made up of the base amount, the single-year performance-linked amount and the stock amount.
The Company sets Key Performance Indicators of the single-year performance-linked amount so that such remuneration serves as an appropriate incentive in achieving objectives under the medium-term management plan.
Outside directors and directors who are Audit & Supervisory Committee members receive basic remuneration only.
The level of remuneration for directors (excluding directors serving as the Audit & Supervisory Committee Members and outside directors) shall be set using third-party surveys, etc. regarding remuneration of executives, and the level of Remuneration for directors serving as the Audit & Supervisory Committee Members shall be set using third-party surveys, etc. regarding remuneration of executives in Japanese companies.

Directors Remuneration Structure

Directors
(excluding directors serving as Audit & Supervisory Committee members)
Directors
(Audit & Supervisory Committee members)
Remarks
Inside Outside
Base amount Remuneration according to duties and responsibilities
Single-year performance-linked amount - - Linked to the single-year level of achievement of performance indicators
Restricted stock amount - - Set for the purpose of achieving management objectives in the medium-to long-term and sharing interests with shareholders
Performance-linked stock-based amount - - Linked to the level of achievement of the indicators selected in light of the management objectives as an incentive for enhancing corporate value

Diagram of Remuneration (Example : Representative Director, President)
(when key performance indicators achievement is at standard level total remuneration is set as 100)

Key Performance Indicators (KPIs) for Performance-linked Amounts

KPIs for the performance-linked amount in Medium-Term Management Plan "Re-connect 2023" covering FY 2021-23
Business
Perspective
KPI
Economic value Group RoEV
Group Value of New Business
Free cash Market Risk Reduction
Free Cash Flow
Accounting profit Group Adjusted ROE
Group Adjusted Profit
Market Valuation Relative TSR
Soundness Economic Solvency Ratio (ESR)
  • (Note 1)
    The above are KPIs for the single-year performance-linked amount (company performance).
  • (Note 2)
    Group adjusted ROE is calculated according to the following formula: Adjusted profit / (Net assets - Goodwill - Unrealized gains/losses on fixed-income assets)
  • (Note 3)
    Free cash is surplus capital under the strictest standard among accounting capital, prudential regulation, and ESR internal.
  • (Note 4)
    TSR stands for total shareholder return and means shareholders’ total return on investment, which is a total of capital gains and income gains.
  • (Note 5)
    Relative TSR is a comparison with the following 10 companies in total:
  • 5 insurance companies operating in Japan—JAPAN POST INSURANCE, T&D Holdings, Tokio3 Marine Holdings, MS&AD Insurance Group Holdings, and Sompo Holdings; and
  • 5 companies that operate life insurance business globally and compete with the Group in Japan, the US or other markets—Aflac, AXA, Manulife, MetLife, and Prudential (US).
(Reference) KPIs for FY 2020
Business
Perspective
KPI
Capital Efficiency Average EV Growth (Group RoEV)
Consolidated operating ROE, Consolidated ROE
Financial Soundness Economic solvency ratio (ESR)
Margin of improvement in ESR (excluding factors due to economic changes)
Profit Indicators Group adjusted profit
Dividends received from subsidiaries
Value of new business
Market Evaluation Stock Price (in comparison with benchmarks)
  • (Note 1)
    The above are KPIs for the single-year performance-linked amount (company performance).
  • (Note 2)
    Operating ROE is a core profitability indicator for life insurance business and derived after certain adjustments to ROE.
  • (Note 3)
    The value of new business is an indicator representing the value of new busines at the time of acquisition for the applicable fiscal year.

Total Remuneration Details for Fiscal 2021

Directors (excluding Directors of Audit & Supervisory Committee and Outside Directors) Directors of Audit & Supervisory Committee (excluding Outside Directors) Outside Directors (excluding Directors of Audit & Supervisory Committee) Outside Directors serving as Directors of Audit & Supervisory Committee
Total remuneration (Millions of yen) 343 76 62 55
Remuneration components (Millions of yen) Basic remuneration 189 76 62 55
Single-year performance-linked amount Company performance amount 65 - - -
Individual performance amount 22 - - -
Stock amount 65 - - -
Others 0 0 - -
Number of board members 10 2 4 3
Total consolidated remuneration for each officer
Name Total consolidated remuneration
(unit: million yen)
Classification of Directors
Seiji Inagaki 108 Director
  • (Note)
    Only the director whose total consolidated remuneration exceeds 100 million yen is listed.

Independence Standards for Outside Directors

As part of its approach to strengthening corporate governance, Dai-ichi Life has established its own standards to determine the independence of its outside directors.

Independence Standards for Outside Directors (85KB) PDF

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