Dai-ichi Life Holdings

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. The Board of Directors also takes into consideration its diversity.The Board of Directors meets monthly or as needed.
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.
In addition, given the prolonged low interest rate environment, the ALM Committee has been established with outside experts included as committee members. This is a voluntary committee that advises on matters regarding further enhancement of asset liability management of the Dai-ichi Life Insurance Company Limited.
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 16
Number of directors on Audit & Supervisory Committee 5
(as of June 21, 2019)
Number of outside directors 7
Number of outside directors on Audit & Supervisory Committee 3
(as of June 21, 2019)
Number of board meetings 13 (FY2018)

List of directors

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 FY2018, 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 FY2018 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 the "self-assessment survey" in 2018 (136KB) 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

Audit & Supervisory Committee audits the legality and appropriateness of directors' execution of their duties (including how they manage subsidiaries and other affiliates as well as other matters), through confirmation and verification of their effectiveness.
The Committee collects the necessary information in order to confirm and verify the effectiveness of dicretors' activities thruough reporting from internal audit and internal control related departments, participating in important meetings, interviewing directors and officers, and reviewing important documents.
Audit & Supervisory Committee members provide oversight of the Board of Directors by formulating and expressing views on matters such as director appointments and remuneration. For formulating the views on the same, the members confirm the appropriateness of the discussion at the Nomination Advisory Committee and Remuneration Advisory Committee.
Further, the staff who provide administrative support for the activities of the Audit & Supervisory Committee are assigned to the Audit & Supervisory Committee's Center, and the independence of these staff from the Board of Directors is maintained by having the Audit & Supervisory Committee deal with their evaluation and other employment matters.

Number of Audit & Supervisory Committee members 5 (as of June 21, 2019)
Number of Outside Audit & Supervisory Board Members 3 (as of June 21, 2019)
Number of Audit & Supervisory Committee meetings 23 (FY2018)

Reasons for appointing outside directors and their activities

Role Name Reasons for appointment Activities during FY2018
Outside director George Olcott He is an expert on human resources management and corporate governance of global companies, based on the knowledge he gained through a wide range of experiences, such as acting as managing director of financial institutions and as outside director of other corporations. 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 share his experience and expertise on oversight of management of the Group, and therefore appointed him as an outside director. Attended 13 Board of Directors meetings out of all 13 meetings held
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 share his experience and expertise on oversight of management of the Group, and therefore appointed him as an outside director. Attended 13 Board of Directors meetings out of all 13 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 could bring 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. The Company believes she is qualified to supervise the Group's management, and therefore appointed her as an outside director. Attended 10 Board of Directors meetings out of all 10 meetings held
Outside director Yasushi Shingai He has rich experience and sophisticated and expert knowledge of corporate finance and mergers & acquisitions as the finance officer, and also has deep experience and insight gained through acting as business executives of global company. He could bring 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, 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 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 take advantage of her experience in conducting audits and supervision of the Group's management, and therefore appointed her as an outside director serving as Audit & Supervisory Committee member. Attended 13 Board of Directors meetings out of all 13 meetings held
Attended 23 Audit & Supervisory Committee meetings out of all 23 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 take advantage of his experience in conducting audits and supervision of the Group's management, and therefore appointed him as an outside director serving as Audit & Supervisory Committee member. Attended 13 Board of Directors meetings out of all 13 meetings held
Attended 22 Audit & Supervisory Committee meetings out of all 23 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 & 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 take advantage of his experience in conducting audits and supervision of the Group's management, and therefore appointed him as an outside director serving as Audit & Supervisory Committee member. Attended 13 Board of Directors meetings out of all 13 meetings held
Attended 23 Audit & Supervisory Committee meetings out of all 23 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 the development of the Group. The items described below shall be adopted as basic policies and principles.

Basic Policy for Remuneration of Directors and Officers

  • Constitutes fair treatment
  • Evaluates and rewards directors and officers for their contributions to the achievement of sustainable value creation for the Group.
  • Offers remuneration at a proper and competitive content and level

Basic Principles for Remuneration of Directors and Officers

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

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

Remuneration for directors (excluding outside directors and directors who are Audit & Supervisory Committee members) consists of basic remuneration, performance-linked remuneration and restricted stock remuneration.
The Company sets Key Performance Indicators of the performance-linked remuneration 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 amount of these remuneration portions are established using third party research on remuneration for management roles at Japanese companies.

Key Performance Indicators (KPIs) for Performance-linked Amounts

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 company performance KPIs included in performance-linked remuneration.
  • (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.

Directors Remuneration Structure

Directors
(excluding directors serving as Audit & Supervisory Committee members)
Directors
(Audit & Supervisory Committee members)
Remarks
Internal Outside
Basic amount Remuneration according to duties and responsibilities
Performance-linked amount
(company performance and individual performance)
[short-term incentive]
- - Linked to the level performance indicators achievement
Restricted stock amount
[long-term incentive]
- - Set as an incentive to achieve management objectives and enhance corporate value in the medium-to long-term

Diagram of Remuneration Breakdown (when key performance indicators achievement is at standard level total remuneration is set as 100)*

  • *
    Calculations are based on the average of executive directors.

Total Remuneration Details for Fiscal 2018

Directors (excluding members of Audit & Supervisory Committee and outside directors) Members of Audit & Supervisory Committee (excluding outside directors) Outside directors
Total remuneration (Millions of yen) 265 78 92
Remuneration components (Millions of yen) Basic remuneration 126 78 92
Performance-linked amount Company performance amount 78 - -
Individual performance amount 13 - -
Restricted stock amount 47 - -
Others 0 0 -
Number of board members 7 2 6
Total consolidated remuneration for each officer
Name Total consolidated remuneration
(unit: million yen)
Classification of Directors
Koichiro Watanabe 105 Director
Seiji Inagaki 117 Director
(note)
  • Only the directors whose total consolidated remuneration exceeds 100 million yen are listed.
Important employee payments to employees and executives
No items in this category.

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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