第一生命ホールディングス（8750） – Corporate Governance Report

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. Corporate Governance Report CORPORATE GOVERNANCE Dai-ichi Life Holdings, Inc. Last Update: May, 13, 2022 Dai-ichi Life Holdings, Inc. Seiji Inagaki, President and Representative Director Contact: Dai-ichi Life Holdings, Inc. Corporate Planning Unit, 81 50 3780 6930 Securities code: 8750 https://www.dai-ichi-life-hd.com/ The corporate governance of Dai-ichi Life Holdings, Inc. (the “Company”) is described below. I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Othe r Basic Information 1. Basic Views 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. Reasons 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 (*) The Nominations Advisory Committee is an advisory organ of the Board of Directors. Disclosure Based on the Principles of the Corporate Governance Code objectivity. Principle 1-4 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. Strategic-holding Shares 1 (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 > https://www.dai-ichi-life-hd.com/en/about/control/governance/reference.html *Only available in Japanese https://www.dai-ichi-life-hd.com/investor/library/report/index.html Principle 1-7 among related parties. In the Basic Corporate Governance Policy, the Company sets forth and discloses procedures for transactions 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 2 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. Supplementary Principle 2-4-1 ● Policies, Status and Directions regarding Ensuring Diversity of Core Human Resources The company defines Diversity and Inclusion is one of the Corporate Action Principles (DSR Charter), based on its belief that Diversity and Inclusion is the core driver of sustainable growth. As a whole group, the company operates its business in 9 (nine) countries including Japan, and recognizes that the challenge is to further promote diversity in Japan, its home market. In order to realize sustainable growth by having diverse human resources play active roles in leadership positions and participate in management, the company promotes Diversity and Inclusion through promoting diversification in sense of value and work-style, and the Company’s activities to cultivate company’s culture which encourages every employee to express their individuality. As of April 2022, the percentage of “non-male, mid-career or non-Japanese” employees in managerial positions within the company, Dai-ichi Life Insurance, Dai-ichi Frontier Life Insurance and Neo First Life Insurance was 25.6% (*), and the company will aim to increase this rate through the initiatives described above. Initiatives regarding human resources development, ensuring diversity, and improving the working environment are also described in “III-3. Measures Concerning Respecting the Position of Stakeholders” in this report. (*) Breakdown Total number of managers: 2,113 Non-male/Mid-career/Non-Japanese: 541 (Female: 394, Mid-career: 194, Foreign nationals: 4) (There is some overlapping)) ● Policies of Human Resources Development and Internal Environmental Improvement towards Ensuring Diversity Appointment of Female Leaders Aiming to raise the ratio of female executive officers to 30% by 2030, the company will work to achieve the target “to raise the ratio of female employees in managerial post (General Manager and Line Manager) to 30% by April 2024”. In order to reinforce pipeline, the company strengthens initiatives such as enhancing training by title, and direct involvement by executive officers to formulate succession plans for managerial posts. Active Participation of Mid-Career Human Resources 3 The company will promote the active participation of mid-career human resources in diverse fields and enhance organizational capability by development as specialists who can continue to play an active role by leveraging the specific expertise and skills, and reform business processes and organizational culture. The company will create a secure and rewarding working environment and actively promoting the appointment of mid-career human resources to managerial and senior positions, and aim to be a company where mid-career human resources participate in the corporate management. Active Role of Foreign Nationals The company will aim to realize a management structure that incorporates greater global perspectives while leveraging our human capital at our domestic and overseas Group companies, through initiatives such as establishing a new discussion body to discuss our overseas insurance business strategy at our intermediate holdings company, Dai-ichi Life International Holdings LLC (DLIHD). DLIHD. In DLIHD, global working environment is developed (e.g. Making English the common language), and the company will strengthen the development of global human resources, as well as incorporating overseas management personnel through human resources development in Principle 2-6 ● 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. 4 Principle 3-1 The Company discloses the Dai-ichi Life Group’s management philosophy on its website and Integrated Report, 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. https://www.dai-ichi-life-hd.com/en/about/group/mission.html https://www.dai-ichi-life-hd.com/en/newsroom/newsrelease/2020/pdf/index_029.pdf < Basic Corporate Governance Policy > https://www.dai-ichi-life-hd.com/en/about/control/governance/pdf/index_001.pdf < Convocation Notice of the Annual General Meeting of Shareholders > https://www.dai-ichi-life-hd.com/en/investor/share/meeting/pdf/2022invite.pdf https://www.dai-ichi-life-hd.com/en/investor/library/annual_report/2021/pdf/index_001.pdf Supplementary Principle 3-1-3 ● Alignment with management strategy The company defines its ultimate purpose for our business operations to support the well-being of all including future generations, and realizing a sustainable society over the next 100 years. Therefore, the company positions Sustainability and Business Foundation as one of the key initiatives in the medium term management plan “Re-connect 2023”. By expanding business domains into the four types of experiential values (Protection, Asset Formation/Succession, Health and Medical Care, and Enhancing Connections) and providing value beyond the insurance domain, the company will contribute to solving social issues related to securing the sustainability of local communities and society, including responses to climate change, while working to business model transformation through expanding and exploring of its business portfolio. In addition, the company will also work on a capital strategy (including investment in human capital and intellectual property) to realize it and a human resources strategy to build human resources and organizations that will drive it. Moreover, in order to contribute to supporting well-being of all, the company have identified the material issues to be addressed by the company as a whole group from the Sustainable Development Goals (SDGs) 5 and other social issues, and reflect them in the medium term management plan. ● Initiatives Related to Sustainability and Disclosure based on TCFD Recommendations The Group Sustainability Promotion Committee has been established to promote group-wide initiatives to improve sustainability. The committee formulates group policies and strategies related to non-financial areas across the group and monitors the progress of initiatives at group companies. With regard to responses to climate change, as both an operating company and institutional investor, the company has set goals for achieving carbon neutrality in order to ensure the sustainability of the global environment, which is the foundation of all people’s lives, and continually strengthens its initiatives to deal with climate change through its business. As part of these initiatives, the company is actively disclosing information based on TCFD recommendations (approved in September 2018) in the Integrated Report and on the website. Going forward, as both an operating company and institutional investor, the company will continue to demonstrate leadership and promote initiatives (including information disclosure) that serve as a model for the world. In addition to responses to climate change and information disclosure, the company promotes initiatives that contribute to solving the group’s material issues (human rights due diligence initiatives, group human resource management, policies and initiatives related to ESG investment, and so forth) and discloses the status of these initiatives on the website. The implementation of environmental conservation activities and CSR activities are also described in “III-3. Measures Concerning Respecting the Position of Stakeholders.” https://www.dai-ichi-life-hd.com/en/newsroom/newsrelease/2020/pdf/index_029.pdf https://www.dai-ichi-life-hd.com/en/sustainability/index.html https://www.dai-ichi-life-hd.com/en/investor/library/annual_report/2021/pdf/index_001.pdf 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 6 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 Principle 4-8 Exchange as independent officers. Principle 4-9 website, etc. The Company sets forth the independent standards for outside officers, and discloses these standards on its https://www.dai-ichi-life-hd.com/en/about/control/governance/pdf/governance_001.pdf Supplementary Principle 4-10-1 In the Basic Corporate Governance Policy, the Company sets forth and discloses that the Company shall form Nominations Advisory Committee and Remuneration Advisory Committee as advisory committees to the Board of Directors, and the roles of the respective committees. In addition, the members and main deliberation agenda are described in the II-1 [Voluntary committees] section. Corporate Governance System While the Board of Directors of the Company is responsible for making important management decision and supervising business execution, the Company, as a company with the Audit and Supervisory Committee, shall ensure that the Audit and Supervisory Committee, which is independent from the Board of Directors, conduct audits and other things on the execution of duties. The Company shall adopt an executive officer system in order to separate functions of decision-making and supervision on important management matters on one hand, and operational execution on the other, for ensuring a prompt decision-making. To enhance management transparency, the Company shall form the Nominations Advisory Committee, which deliberates on elections and discharges of directors, and the Remuneration Advisory Committee, which deliberates on the 7 remuneration systems for directors and executive officers. Nominations Advisory Committee (1) Roles of the Nominations Advisory Committee The Nominations Advisory Committee, as an advisory committee to the Board of Directors, shall confirm procedures of elections and discharge of directors of the Company and the Dai-ichi Life Insurance Company, Limited from the perspective of eligibility, and shall deliberate and determine committee proposals. Matters related to the Company are proposed to the Board of Directors and matters related to the Dai-ichi Life Insurance Company, Limited are submitted to its board of directors. (2) Composition of the Nominations Advisory Committee The members of the Nominations Advisory Committee shall be comprised of the Chairman, the President and outside members, and the Board of Directors shall elect outside members from the outside directors or outside experts. Moreover, to ensure the independence of this Committee, more than a half of the members shall be outside members. Remuneration Advisory Committee (1) Roles of the Remuneration Advisory Committee The Remuneration Advisory Committee, as an advisory committee to the Board of Directors, shall deliberate and determine committee proposals about matters related to the remuneration system of directors and executive officers of the Company and the Dai-ichi Life Insurance Company, Limited. Matters related to the Company are proposed to the Board of Directors and matters related to the Dai-ichi Life Insurance Company, Limited are submitted to its board of directors. (2) Composition of the Remuneration Advisory Committee The members of the Remuneration Advisory Committee shall be comprised of the Chairman, the President and outside members, and the Board of Directors shall elect outside members from the outside directors or outside experts. Moreover, to ensure the independence of this Committee, more than half of the members shall be outside members. 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. In addition, the Company sets forth the skill set and experience required of its Directors. The skill set and experience possessed by the Directors of the Company are disclosed in the Integrated Report and Convocation Notice of the Annual General Meeting of Shareholders. Composition of the Board of Directors 8 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. Election (i) 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 (ii) 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. (iii) 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. https://www.dai-ichi-life-hd.com/en/investor/library/annual_report/2021/pdf/index_001.pdf < Convocation Notice of the Annual General Meeting of Shareholders > https://www.dai-ichi-life-hd.com/en/investor/share/meeting/pdf/2022invite.pdf 9 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. Concurrent positions 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 https://www.dai-ichi-life-hd.com/en/about/company/executives/index.html < Convocation Notice of the Annual General Meeting of Shareholders > https://www.dai-ichi-life-hd.com/en/investor/share/meeting/pdf/2022invite.pdf 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. https://www.dai-ichi-life-hd.com/en/about/control/governance/pdf/governance_002.pdf 10 In the Basic Corporate Governance Policy, the Company sets forth and discloses its policies related to the Supplementary Principle 4-14-2 training of Directors. Training 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. Principle 5-1 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. https://www.dai-ichi-life-hd.com/en/investor/policy.html 11 Name or Company Name Number of Shares Percentage Owned 171,041,600 65,940,300 28,000,000 24,500,000 17,223,152 14,623,569 13,821,650 13,302,868 13,060,301 (%) 16.63 6.41 2.72 2.38 1.69 1.67 1.42 1.34 1.29 1.27 Shinsei Trust & Banking Co., Ltd. ECM MF Trust Account 8299002 17,450,000 2. Capital Structure Foreign Shareholding Ratio 30% or more Status of Major Shareholders The Master Trust Bank of Japan, Ltd. (Trust Account) Custody Bank of Japan, Ltd. (Trust Account) Mizuho Bank, Ltd. SMP PARTNERS (CAYMAN) LIMITED STATE STREET BANK WEST CLIENT – TREATY 505234 STATE STREET BANK AND TRUST COMPANY 505001 SMBC Nikko Securities Inc. SSBTC CLIENT OMNIBUS ACCOUNT JPMorgan Securities Japan Co., Ltd. Name of Controlling Shareholder, if applicable (excluding Parent Company) —– Name of Parent Company, if applicable None Supplementary Explanation —– 3. Corporate Attributes Listed Stock Exchange and Market Segment Prime Market Fiscal Year-End Business Sector Number of Employees (Consolidated) as of the End of the Previous Fiscal Year Net Sales (Consolidated) as of the End of the Previous Fiscal Year Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year March Insurance 1,000 or more ¥1 trillion or more 50 or more and fewer than 100 12 4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling 5. Other Special Circumstances which May have Material Impact on Corporate Governance Shareholder —– —– 13 II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management 1. Organizational Composition and Operation Corporate Governance System Company with Audit & Supervisory Committee Directors Number of Directors Stipulated in Articles of Incorporation 20 Directors’ Term of Office Stipulated in Articles of Incorporation 1 year Chairperson of the Board Number of Directors Election of Outside Directors Number of Outside Directors Number of Independent Directors Outside Directors’ Relationship with the Company (1) Chairperson (excluding those concurrently serving as President) Elected / Not elected 16 7 7 Name Attributes Relationship with the Company* a b c d e f g i j k George Olcott Academic Koichi Maeda Comes from other company Yuriko Inoue Academic Yasushi Shingai Comes from other company Rieko Sato Lawyer Shu Ungyong Comes from other company h △ △ △ △ △ △ △ Certified public accountant Koichi Masuda *Categories for “Relationship with the Company ”. (Use “○” 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 ; and “▲” when a close relative of the director fell under the category in the past.) ○ a. Person who executes business of the Company or a subsidiary b. Person who executes business or a non-executive director of a parent company c. Person who executes business of a fellow subsidiary d. Person/entity for which the Company is a major client or a person who executes business for such person/entity e. M ajor client of the Company or a person who executes business for such client f. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/Audit and Supervisory Board M ember compensation from the Company g. M ajor shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business of the h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies i. Person who executes business for another company holding cross-directorships/cross-auditorships with the Company (applies j. Person who executes business for an entity receiving contributions from the Company (applies to self only) k. Other corporation) to self only) to self only) 14 Outside Directors’ Relationship with the Company (2) M embership of Audit & Supervisory Committee Designation as Independent Director Supplementary Explanation of the Applicable Relationship Reasons for Appointment ○ Until M ay 2015, M r. George Olcott The Company designated M r. George Name George Olcott served as a member of the Company’s Olcott as independent director Advisory Board, a body established because he meets the “Standards for by the Company for the purpose of the Independence of Outside further reinforcing and enhancing its Directors” determined by the corporate governance by obtaining Company as well as the standards for extensive advice regarding independence determined by the management matters in general. The Tokyo Stock Exchange, and the Company conducted transactions Company judged that a conflict of with him for the payment of interest with ordinary investors is remunerations for an Advisory Board unlikely. M r. Olcott is an expert on member, but the amount of human resources management and remuneration was 10 million yen per corporate governance of global year. Accordingly, he meets the companies, based on the knowledge “Standards for the Independence of he gained through a wide range of Outside Directors” determined by the experiences, such as acting as Company. We therefore judge there managing director of financial to be no concern regarding his institutions and as outside director of independence. 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. executive responsible for the M aeda as independent director operations of NTT FINANCE because he meets the “Standards for CORPORATION until June 2016. the Independence of Outside The Group conducts transactions Directors” determined by the with the NTT Group, but the total Company as well as the standards for amount of the transactions was less independence determined by the than 2% of the consolidated net sales Tokyo Stock Exchange, and the 15 Koichi M aeda ○ M r. Koichi M aeda served as an The Company designated M r. Koichi Yuriko Inoue ○ Until M ay 2018, M s. Yuriko Inoue The Company designated M s. Yuriko of each group. Accordingly, he meets Company judged that a conflict of the “Standards for the Independence interest with ordinary investors is of Outside Directors” determined by unlikely. M r. M aeda has deep the Company. We therefore judge experience and insight gained there to be no concern regarding his through acting as business executive independence. 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. served as a member of the Company’s Inoue as independent director Advisory Board, a body established because she meets the “Standards for by the Company for the purpose of the Independence of Outside further reinforcing and enhancing its Directors” determined by the corporate governance by obtaining Company as well as the standards for extensive advice regarding independence determined by the management matters in general. The Tokyo Stock Exchange, and the Company conducted transactions Company judged that a conflict of with her for the payment of interest with ordinary investors is remunerations for an Advisory Board unlikely. member, but the amount of M s. Inoue is an experienced and remuneration was less than 10 trusted professor specialized in million yen per year. Accordingly, intellectual property laws, and she she meets the “Standards for the has had a wide range of knowledge Independence of Outside Directors” about IT-related systems and policies determined by the Company. We backed by her expertise. She could therefore judge there to be no bring significant benefits to the concern regarding her independence. 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. 16 Yasushi Shingai ○ M r. Yasushi Shingai served as an The Company designated M r. executive responsible for the Yasushi Shingai as an independent operations and a director of Japan director, because he meets the Tobacco Inc. (JT) until M arch 2018. “Standards for the Independence of The Group conducts transactions Outside Directors” determined by the with the JT Group, but the total Company as well as the standards for amount of the transactions was less independence determined by the than 2% of the consolidated net sales Tokyo Stock Exchange, and the of each group. Until June 2017, M r. Company judged that a conflict of Shingai served as a member of the interest with ordinary investors is Company’s Advisory Board, a body unlikely. established by the Company for the M r.Shingai has rich experience and purpose of further reinforcing and sophisticated and expert knowledge enhancing its corporate governance of corporate finance and mergers & by obtaining extensive advice acquisitions as the finance officer, regarding management matters in and also has deep experience and general. The Company conducted insight gained through acting as transactions with him for the payment business executives of global of remunerations for the Advisory company. He could bring significant Board member, but the amount of benefits to the Company by remuneration was less than 10 supervising management and million yen per year. Accordingly, he advising on various matters of meets the “Standards for the corporate management based on his Independence of Outside Directors” global and objective viewpoint at the determined by the Company. We Board of Directors meetings and therefore judge there to be no other occasions. concern regarding his independence. served as a member of the Company’s Sato as independent director because Advisory Board, a body established she meets the “Standards for the by the Company for the purpose of Independence of Outside Directors” further reinforcing and enhancing its determined by the Company as well corporate governance by obtaining as the standards for independence extensive advice regarding determined by the Tokyo Stock management matters in general. The Exchange, and the Company judged Company conducted transactions that a conflict of interest with with her for the payment of ordinary investors is unlikely. M s. remunerations for an Advisory Board Sato is an experienced and trusted 17 Rieko Sato ○ ○ Until M ay 2015, M s. Rieko Sato The Company designated M s. Rieko Ungyong ○ ○ Until M arch 2013, M r. Ungyong Shu The Company designated M r. Shu had served as an executive Ungyong Shu as independent director member, but the amount of attorney, and she has had a wide remuneration was less than 10 range of experiences serving as million yen per year. Accordingly, outside Audit and Supervisory Board she meets the “Standards for the member of various corporations. She Independence of Outside Directors” has also brought significant benefits determined by the Company. We to the Company by supervising and therefore judge there to be no auditing management as well as concern regarding her independence. advising on various legal matters of the Company based on her objective viewpoint at the Board of Directors meetings and other occasions.. responsible for the operations of because she meets the “Standards for M errill Lynch Japan Securities Co., the Independence of Outside Ltd., an entity (business partner) with Directors” determined by the which the Company conducted Company as well as the standards for transactions, etc., but the total independence determined by the amount of the transactions was less Tokyo Stock Exchange, and the than 2% of the Company’s Company judged that a conflict of consolidated net sales as well as the interest with ordinary investors is entity’s sales. Accordingly, he meets unlikely. the “Standards for the Independence M r. Shu has a wide range of of Outside Directors” determined by experiences as a managing director of the Company. We therefore judge financial institutions. He has also there to be no concern regarding his brought significant benefits to the independence. 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. M asuda as independent director because he meets the “Standards for the Independence of Outside Directors” determined by the 18 Koichi M asuda ○ ○ —– The Company designated M r. Koichi Company as well as the standards for independence determined by the Tokyo Stock Exchange, and the Company judged that a conflict of interest with ordinary investors is unlikely. M r. M asuda 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. Audit & Supervisory Committee Composition of Supervisory Committee and Attributes of the Chairperson All Committee M embers Supervisory Committee Full-time M embers Inside Directors Outside Directors Committee Chair 5 2 2 3 Outside Director Appointment of Directors and/or Staff to Support the Supervisory Committee Appointed Matters Concerning Independence of Said Directors and/or Employees from Executive Officers The Audit & Supervisory Committee’s Center is established as an organ under the direct control of the Audit & Supervisory Committee, and employees are appointed to assist the Audit & Supervisory Committee. In personnel changes and evaluations of the said employees, independence from the Directors is secured in consultation with the Audit & Supervisory Committee. 19 Status of Coordination between Supervisory Committee, Accounting Auditor, and Internal Audit Department The Audit & Supervisory Committee looks through the audit plan of the accounting auditor (KPMG AZSA LLC) and receives regular reports on the state of audits conducted and the results of audits, among other It also shares the audit plan and the state of audits conducted with the Internal Audit Unit, among other cooperation. In addition, the internal audit plan is subject to the consent of the Audit & Supervisory Committee. An internal control system is used in audits, including regular reports on the results of internal audits, among cooperation. other matters. Voluntary Established Committee(s) Voluntary Establishment of Committee(s) equivalent to Nomination Committee or Remuneration Committee Established Status of Voluntarily Established Committees, Attributes of Members Constituting the Committee and the Committee Chair (Chairperson) Committee’s Name All M embers Full-time M embers Inside Directors Outside Directors Outside Experts Other Chairperson Advisory 6 0 2 4 0 0 Advisory 6 0 2 4 0 0 Outside Director Outside Director Voluntarily Established Committee Equivalent to Nomination Committee Voluntarily Established Committee Equivalent to Remuneration Committee Nominations Committee Remuneration Committee Supplementary Explanation Nominations Advisory Committee Nominations Advisory Committee, as an advisory committee of the Board of Directors, confirm procedures of elections and discharge of directors of the Company and the Dai-ichi Life Insurance Company, Limited from the perspective of eligibility, and deliberates and determines committee proposals. Matters related to the Company are proposed to the Board of Directors and matters related to the Dai-ichi Life Insurance Company, Limited are submitted to its board of directors. The members of the Nominations Advisory Committee are comprised of the Chairman, the President and outside members, and the Board of Directors elects outside members. Moreover, to ensure the independence of this Committee, more than a half of the members shall be outside members. Current members are Mr. Koichi Maeda (Committee Chairman), Mr. George Olcott, Ms. Yuriko Inoue, and Ms. Rieko Sato. 20 The Nominations Advisory Committee was held 6 times in fiscal year 2021, and deliberated on the candidates for directors and matters regarding succession plan, etc. The attendance status of each member is that all the members attended 6 times. Human Resources Unit and General Affair Unit of the Company play a roll of secretariat of the committee. Remuneration Advisory Committee Remuneration Advisory Committee, as an advisory committee of the Board of Directors, deliberates and determines committee’s proposals about the matters related to the remuneration system of directors and executive officers of the Company and Dai-ichi Life Insurance Company, Limited. Matters related to the Company are proposed to the Board of Directors, and matters related to the Dai-ichi Life Insurance Company, Limited are submitted to its board of the directors. The members of the Remuneration Advisory Committee are comprised of the Chairman, the President and outside members, and the Board of Directors elects outside members. Moreover, to ensure the independence of this Committee, more than half of the members are outside members. Current outside members are Mr. Koichi Maeda (Committee Chairman), Mr. Yasushi Shingai, Mr. Ungyong Shu, and Mr. Koichi Masuda. The Remuneration Advisory Committee was held 12 times in fiscal year 2021, and the committee deliberated on the amount of remuneration for individual officers, allotment of restricted stocks, and the Policy for Determining Remuneration of Directors and Executive Officers etc. The attendance status of each member is that Mr. Koichi Masuda attended 11 times and the others attended 12 times. Human Resources Unit of the Company plays a roll of secretariat of the committee. Matters Concerning Independent Directors Number of Independent Directors 7 Other Matters Concerning Independent Directors The Company designates all outside officers who have satisfied the requirements for an independent officer as independent officers. The standards by which the Company judges the independence of its outside directors are as follows: When an outside director of Dai-ichi Life Holdings, Inc. (the Company) does not fall under any of the following cases, she or he is judged independent from the Company 1. An outside director is or was a person responsible for the operations of the Company or any of the Company’s subsidiaries or affiliates. 2. An outside director is a spouse or a relative within three degrees of the person responsible for the operations of the Company or any entity that has a special relationship with the Company (other than persons of low importance). 3. An outside director is a person responsible for the operations of a company whose officers include 21 persons responsible for the operations of the Company or any of its subsidiaries. 4. An outside director is a shareholder ranked in the top ten on the Company’s latest register of shareholders, or a person responsible for the operations of any entity which is such a major shareholder. 5. An outside director is a person responsible for the operations of a business partner of the Company and the said business partner’s consolidated subsidiaries (consolidated subsidiaries specified in its Securities Report) to which the Company and its consolidated subsidiaries (consolidated subsidiaries specified in its Securities Report) annually pays an amount equivalent to 2% or more of the said business partner’s consolidated net sales in the last three fiscal years. 6. An outside director is a person responsible for the operations of a business partner of the Company and the said business partner’s consolidated subsidiaries (consolidated subsidiaries specified in its Securities Report) from which the Company and its consolidated subsidiaries (consolidated subsidiaries specified in its Securities Report) annually receives an amount equivalent to 2% or more of the Company’s consolidated net sales in the last three fiscal years. 7. An outside director is an accounting auditor of the Company or any of its subsidiaries in the last three fiscal years (in the case of a corporation, a partner of the said corporation or other person responsible for its operations). 8. An outside director is a consultant, an accounting professional, or a legal professional who received economic benefits equal to 10 million yen or more per year on average from the Company or any of its subsidiaries for the last three fiscal years, other than as compensation as a director of the Company and its subsidiaries (a partner or other person responsible for the operations of a corporation, an association or any other organization which falls under any of the preceding professionals). 9. An outside director is a person responsible for the operations of a not-for-profit organization that has received donations equal to 2% or more of its gross revenue or ordinary income from the Company or any of its subsidiaries in the last three fiscal years. 10. If an outside director was formerly a person responsible for the operations of an organization, a company or a business partner stated in the preceding paragraphs 4 through 9, it is within five years since she or he retired from the organization, the company or the business partner Implementation Status of Measures related to Incentives Granted to Directors Introduction of Performance-linked Remuneration Scheme, Other Supplementary Explanation for Applicable Items Incentives —– Persons Eligible for Stock Options —– 22 Supplementary Explanation for Applicable Items Remuneration for directors (excluding directors serving as Audit & Supervisory Committee members) is made up of a base amount, a performance-linked amount (company performance, individual performance), and a The remuneration of the directors (excluding directors serving as Audit & Supervisory Committee members) is determined with the aim of sound incentives toward sustainable growth, and is calculated based on the criteria restricted stock amount. as follows; [Base amount] Remuneration according to duties and responsibilities, etc. [Performance-linked amount (company performance)] management plan [Performance-linked amount (individual performance)] Remuneration linked to the level of achievement of performance indicators including the Medium-term Remuneration linked to the level of achievement of duties and responsibilities of each directors [Restricted stock amount] The Company’s stock with restrictions of transfer. the amount according to officers and directors position. The Company determines the proportion of each amount according to the director’s position, and sets the performance-linked amount (company performance, individual performance) as a short-term incentive, and restricted stock amount as an incentive toward an achievement of the medium-term management goal and an Key Performance Indicators of the performance-liked amount (company performance) based on the Group’s enhancement of the corporate value. medium-term management plan are as follows; Average EV Growth (Group RoEV), Consolidated Operating ROE, Consolidated ROE, Group Economic Solvency Ratio (Economic Value-Based), Improvements in the Economic Solvency Ratio (excluding factors due to economic changes), Group Adjusted Profit, Dividends Received from Subsidiaries, Value of New Business, and Stock Price (in comparison with benchmarks). The performance-linked amount (company performance) of each director (excluding directors serving as Audit & Supervisory Committee Members) is calculated based on the level of achievement of the goals above. It should be noted that the Key Performance Indicators of the performance-liked amount (company performance) in Medium-Term Management Plan “Re-connect 2023” covering fiscal years 2021-23 are as follows; (ESR). Group ROEV, Group Value of New Business, Market Risk Reduction, Free Cash Flow, Group Adjusted ROE, Group Adjusted Profit, Relative Total Shareholder Return (TSR), and Economic Solvency Ratio In addition, the Company determines performance-linked amount (individual performance), based on evaluations which considers “the level of achievement of each director’s duties and responsibility” mentioned above, and the qualitative performance evaluations. 23 Please see details in the Convocation Notice of the Annual General Meeting of Shareholders. < Convocation Notice of the Annual General Meeting of Shareholders > https://www.dai-ichi-life-hd.com/en/investor/share/meeting/pdf/2022invite.pdf Director Remuneration Status of Disclosure of Individual Directors’ Remuneration Disclose remuneration of the part of Directors Supplementary Explanation for Applicable Items Supplementary Information regarding Applicable Items (fiscal year 2021) Total compensation for each category of Directors and Supervisory Board Member, breakdown of total compensation, and number of Directors and Audit and Supervisory Board Members (Unit: Millions of yen) (1) Directors (excluding Directors of Audit & Supervisory Committee and Outside Directors) Total compensation: 343 (of which, basic amount:189, performance-linked amount(company):65, performance-linked amount(individual;):22, restricted stock amount: 65, and the other: 0); 10 individuals (2) Directors of Audit & Supervisory Committee (excluding Outside Directors) Total compensation: 76 (of which, basic amount: 76, Other: 0); 2 individuals (3) Outside Directors (excluding Directors of Audit & Supervisory Committee) Total compensation: 62（of which, basic remuneration: 62 and the other: -）; 4 individuals (4) Outside Directors serving as Directors of Audit & Supervisory Committee Total compensation: 55（of which, basic remuneration: 55 and the other: -）; 3 individuals 1. Directors do not receive remuneration as employees or any other consideration for execution of their 2. At Dai-ichi Life Holdings, Inc. after transition to the holding company structure, there is an annual remuneration limit of 840 million yen for Directors (excluding Directors of Audit & Supervisory Committee) and 200 million yen for Directors of Audit & Supervisory Committee. Notes: duties. Only the director whose total consolidated remuneration exceeds 100 million yen are listed. Disclosure of Individual Director Remuneration Seiji Inagaki 108 (Unit: million yen) Notes: Policies that Determine the Amount or Calculation Method of Remuneration Established 24 Disclosure of Policies that Determine the Amount or Calculation Method of Remuneration [Basic Policies and 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. (i) Basic Policies – 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. (ii) Basic Principles – Remuneration according to responsibilities and expectations. The base amount for each director and officer shall flexibly reflect their responsibilities and expectations in addition to their knowledge and experience. – Consistency with strategies on which the Group focuses. Ensure consistency with business strategies of the Dai-ichi Life Group, including the Medium-term Management Plan. The system shall be designed to acquire and maintain human resources that support the Dai-ichi Life Group. – Links to the performance of the Company and individuals Introduction of performance-linked remuneration and stock-based remuneration schemes to strengthen sound incentives to improve business performance. As a prerequisite, business performance is evaluated upon clarification of the roles and responsibilities of each director and officer. Their contribution to the improvement of business performance is accurately evaluated. – Shares interest with all stakeholders. In addition to using indicators based on mid- to long-term management strategies to evaluate performance-linked remuneration, the introduction of a stock-based remuneration scheme is aimed at raising awareness of improving shareholder value through sustainable corporate growth by sharing profits with customers, shareholders and other stakeholders. – Proper level of remuneration. Determine the appropriate level of remuneration by referring to surveys by third parties on remuneration of domestic business managers, taking into account the type of industry. – Ensures objectivity and transparency. To ensure objectivity, the Compensation Advisory Committee, which consists of a majority of outside members, deliberates and determines the remuneration of directors and officers at the Board of Directors meeting. In addition, the Company will provide information necessary for checking the relationship between the remuneration of executives and corporate value improvement by actively disclosing its 25 standpoint on such remuneration and other important matters, fulfilling its accountability to shareholders and other stakeholders. [Determination Process of Directors and Officers Remuneration] Remuneration for company directors (excluding directors on the Audit & Supervisory Committee and outside directors) is made up of a base amount, a performance-linked amount (company performance, individual performance) and restricted stock amount. In the case of outside directors (excluding directors on the Audit & Supervisory Committee), remuneration is in the form of a base amount only. The amount of remuneration in these cases shall be set using third-party surveys and other information on management remuneration at Japanese companies. This remuneration system and the amount shall be decided by the Board of Directors, with respect for the deliberation of the Remuneration Advisory Committee. Remuneration for Audit & Supervisory Committee members shall be in the form of a base amount only and the level of remuneration shall be set using third-party surveys and other information on management remuneration at Japanese companies. The amount of remuneration shall be determined by the Audit & Supervisory Committee. Support System for Outside Directors Documents of the Board of Directors are distributed to Outside Directors in advance, and if there are important or emergence proposals for resolution, prior explanation is made, where appropriate, to encourage more effective deliberation. Also, after progresses regarding important proposals are explained in the Board of Directors several times and such proposals are decided. If necessary, additional explanations will be made, taking into account feedback and inquiries, etc. from Outside Directors during the Board of Directors meeting. To further deepen the understanding of Outside Directors about the Company’s business, the Company provides opportunities for them to attend company events, visit business establishments in Japan and overseas, and exchange opinions with the local management. For mainly new outside directors, before and after the inauguration, the company conducts study session and training concerning the Company’s management issues. Statuses of Persons who have Retired as Representative Director and President, etc. Information on Persons Holding Advisory Positions (Sodanyaku, Komon, etc.) after Retiring as Representative Director and President, etc. Name Job title/ position Responsibilities Terms and Conditions of Employment (Full/part time, with/without remuneration, etc.) Date when former role as president/ CEO ended Term Katsutoshi Senior Supports Economic Part-time Compensated 2010/03/31 2years Saito Advisor association (outside) position activities and PR activities (lectures etc.) 26 Number of Persons Holding Advisory Positions (Sodanyaku, Komon, etc.) After Retiring as Representative Director and President, etc. 1 Other Related Matters Dai-ichi Life Holdings, Inc. does not have any consultant (sodanyaku) system and advisor (komon) system. Dai-ichi Life Insurance Company, Inc (Dai-ichi Life) has the Senior Advisor positions who retired from President, and the listed person is the Senior Advisors of the Dai-ichi Life. Dai-ichi Life has established an internal policy concerning the Senior Advisory System, which is decided by the Dai-ichi Life’s Board of Directors. The policy describes that the Senior Advisors do not join any board of directors meetings, Executive meetings and shareholders meetings. Additionally, the Senior Advisors do not participate in management of the Dai-ichi Life Group. 2. Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, and Remuneration Decisions (Overview of Current Corporate Governance System) 1. Operational Execution [Board of Directors] The Board of Directors of the Company is responsible for making important management decisions for the Dai-ichi Life Group and supervising operational execution. It is composed of perso