The following is an overview of Corporate Governance at The Dai-ichi Life Insurance Company, Limited.

Transcription

1 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 The Dai-ichi Life Insurance Company, Limited Last Revised: June 23, 2015 The Dai-ichi Life Insurance Company, Limited Koichiro Watanabe President and Representative Director Contact: The Dai-ichi Life Insurance Company, Limited Corporate Planning Department, Code: The following is an overview of Corporate Governance at The Dai-ichi Life Insurance Company, Limited. I. Fundamental Policy Concerning Corporate Governance and Basic Information about Capital Structure, Corporate Attributes, etc. 1. Fundamental Policy(Revised) 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. [Disclosure based on the individual principles of the Code(Revised)] Principle 1-4 In the 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 major strategic-holding shares in its annual securities report, and examines the aim and reasonability of holding major strategic-holding shares at the Board of Directors meeting each year. ( Principle 1-7 In the Corporate Governance Policy, the Company sets forth and discloses procedures for transactions among related parties. ( Principle 3-1 The Company discloses its management philosophy on its website and annual reports, etc. as the Group mission, and discloses its management strategies and medium-term management plans in news releases. The Company also discloses its basic viewpoints and policies for corporate governance in the form of the Corporate Governance Policy, and in this policy it sets forth and discloses policies and procedures for the election of Directors, Audit and Supervisory Board Members, and Executive Officers, and policies and procedures for deciding the remuneration of Directors and Executive Officers. The Company discloses individual reasons for appointing candidates for Directors and Audit and Supervisory Board Members, and Executive Officers in news releases and the Convocation Notice of the Annual General Meeting of Shareholders. ( ( (

2 ( ( Supplementary Principle In the Corporate Governance Policy, the Company sets forth and discloses the roles of the Board of Directors and the scope of authorities delegated to it. ( Principle 4-8 Five of sixteen Directors are Outside Directors, and the Company files four of the five Outside Directors with the Tokyo Stock Exchange as independent officers. Principle 4-9 The Company sets forth the independent standards for outside officers, and discloses these standards on its website, etc. ( Supplementary Principle In the Corporate Governance Policy, the Company sets forth and discloses its viewpoints on the makeup of the Board of Directors. ( Supplementary Principle In the Corporate Governance Policy, the Company sets forth and discloses its viewpoints on the scope of the concurrent positions of Directors and Audit and Supervisory Board Members in the event that a Director or an Audit and Supervisory Board Member 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. ( ( Supplementary Principle In the 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. ( ( Supplementary Principle In the Corporate Governance Policy, the Company sets forth and discloses its policies related to the training of Directors and Audit and Supervisory Board Members. ( Principle 5-1 In the 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. ( (

3 2. Capital Structure Percentage of Shares Held by Foreign Investors Not less than 30% [Overview of Major Shareholders] Name of Shareholders Number of Shares Held (Shares) Shareholding Ratio (%) Japan Trustee Services Bank, Ltd. (Trust Account) 57,161, Mizuho Bank, Ltd. 52,000, The Master Trust Bank of Japan, Ltd. (Trust Account) 45,966, BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC) 33,195, CBNY-GOVERNMENT OF NORWAY 31,379, THE BANK OF NEW YORK MELLON SA/NV 10 28,645, Sompo Japan Nipponkoa Insurance Inc. 25,000, The Bank of Tokyo-Mitsubishi UFJ, Ltd. 22,000, STATE STREET BANK AND TRUST COMPANY 19,855, STATE STREET BANK WEST CLIENT TREATY ,637, Controlling Shareholder, excluding Parent Company Parent Company None None Supplementary Information 3. Corporate Attributes Stock Exchange and Section Fiscal Year-end Sector Number of Employees (Consolidated) at End of Previous Fiscal Year Sales (Consolidated) in Previous Fiscal year Number of Consolidated Subsidiaries at End of Previous Fiscal Year Tokyo (1st Section) March Insurance Not less than 1,000 persons Not less than 1 trillion yen Not less than 50, but below Guidelines for the Protection of Minority Shareholders When Making Transactions with Controlling Shareholders, etc. 5. Other Special Circumstances that may have a Material Impact on Corporate Governance II. Overview of Corporate Governance Structure in terms of the Organization of Management regarding Managerial Decision-Making, Execution of Duty, Oversight and Other Matters 1. Items Concerning Institutional Structure, Organizational Operation, etc. Organization Form Company with an Audit and Supervisory Board [Directors(Revised)] Number of Directors in the Company s Articles of Incorporation 20 Term of Directors specified in the Company s Articles of Incorporation 2 years Chairman of the Board of Directors Chairman (unless concurrently serving as President) Number of Directors 16 Elected Outside Directors Elected Number of Outside Directors 5

4 Number of Outside Directors designated as Independent Directors 4 Relationship with the Company (1) (Revised) Relationship with the Company (*) Name Attribution a b c d e f g h i j k Haruo Funabashi Comes from other company Michiko Miyamoto Academic George Olcott Academic Rieko Sato Lawyer Shu Ungyong Comes from other company *Selection criteria regarding relationship with the Company *For (a) through (k) below, a circle ( 〇 ) indicates the current status of the individual, and a triangle ( ) indicates the past status of the individual. *For (a) through (k) below, a filled-in circle ( ) indicates the current status of a relative of the individual, and a filled-in triangle ( ) indicates the past status of a relative of the individual. (a) A business executor of a listed company or its subsidiary (b) A business executor or a non-executive director of a parent company of a listed company (c) A business executor of a sister company of a listed company (d) An individual whose major business client is a listed company or a business executor of said individual (e) A major business client of a listed company or a business executor of said business client (f) A consultant, accounting specialist, or legal professional who receives a substantial amount of money or assets in addition to the customary remuneration from a listed company (g) A major shareholder of a listed company (In the case that said major shareholder is a corporation, a business executor thereof) (h) A business executor of a business client (that does not fall under any of (d), (e), or (f)) of a listed company [This applies to the individual only.] (i) A business executor of a company whose external executive officers are mutually assigned [This applies to the individual only.] (j) A business executor of a company to which a listed company donates products, services, or money [This applies to the individual only.] (k) Other Relationship with the Company (2) (Revised) Name Haruo Funabashi Independent Director Michiko Miyamoto - Supplementary Information in Regard to Applicable Items Mr. Haruo Funabashi is a person with executive authority at Sirius Institute Inc., which is a business partner of the Company. Although there are transactions between Sirius Institute Inc. and the Company, such as the payment of membership fees for study meetings organized and run by Sirius Institute Inc., Mr. Funabashi meets the Standards for the Independence of Outside Directors and Outside Audit and Supervisory Board Members determined by the Company and further details are omitted as the Company judged that they are unlikely to affect the judgment of shareholders and investors. Reason(s) for Electing the Relevant Outside Director (and reason(s) for designation as Independent Director, if applicable) The Company designated Mr. Haruo Funabashi as independent director because he meets the Standards for the Members determined by the 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. Mr. Funabashi also has many years of experience at administrative agencies and his expertise on corporate ethics and economic morality, and the Company anticipates that he will offer advice on management from an objective and neutral viewpoint. The Company designated Ms. Michiko Miyamoto as independent director because she meets the Standards for the Members determined by the Company

5 George Olcott Rieko Sato Shu Ungyong Mr. George Olcott was a member of the Advisory Board of the Company until May 2015, and there were transactions in which the Company paid Mr. Olcott remuneration for being a member of the Advisory Board. In addition to transactions and donations to the University of Tokyo, to which he belonged as a specially-appointed professor, there are also transactions with Keio University, to which he belongs as a specially-invited professor. The transactions and donations in both cases meet the Standards for the Members determined by the Company, and further details have been omitted because the Company judged that they are unlikely to affect the judgment of shareholders and investors. Ms. Rieko Sato was a member of the Advisory Board of the Company until May 2015, and there were transactions in which the Company paid Ms. Sato remuneration for being a member of the Advisory Board. However, these transactions meet the Standards for the Members determined by the Company, and further details have been omitted because the Company judged that they are unlikely to affect the judgment of shareholders and investors. - 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. Ms. Miyamoto also has knowledge and experience as a sociological expert, and the Company anticipates that she will offer advice on management from an objective and neutral viewpoint. The Company designated Mr. George Olcott as independent director because he meets the Standards for the Members determined by the 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. Mr. Olcott is an expert in the cultivation of human resources in global management and corporate governance, and has considerable experience and profound insight as a business manager at a financial institution, and the Company anticipates that he will offer advice on overall management from a global and objective viewpoint. The Company designated Ms. Rieko Sato as independent director because she meets the Standards for the Members determined by the 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. Ms. Sato has considerable experience and advanced and specialized knowledge as a lawyer, and considerable experience as an outside auditor of another company. The Company anticipates that she will offer proactive advice on corporate law and legal affairs from an objective viewpoint. He has a wide range of experiences as managing director of financial institutions. The Company believes he could bring significant benefits to the Company by supervising and advising on various matters of corporate management based on his global and objective viewpoint.

6 Details of voluntary committees (Revised) Name of Committee Nomination Number of committee members Full time member(s) Internal director(s) External director(s) External knowledgeable person(s) Others Chairperson External Committee director Compensation External Committee director Supplementary explanation: (Revised) Each committee consists of chairman of the board, president, external member. The board of directors appoints the external members from external directors and external knowledgeable persons. To ensure the independence of the Committees, the Company has decided that external members will make up the majority of the members of the Committees. [Audit and Supervisory Board Members] Existence or Nonexistence of an Audit and Supervisory Board Number of Audit and Supervisory Board Members in the Company s Articles of Incorporation Number of Audit and Supervisory Board Members Exists 5 5 Cooperation among Audit and Supervisory Board Members, Accounting Auditors, and Internal Auditing: Audit and Supervisory Board Members, Accounting Auditors and Internal Auditing cooperate with each other, for example, Audit and Supervisory Board Members receive from Accounting Auditors (Ernst & Young ShinNihon LLC) an explanation of the audit plan at the beginning of the year and reports concerning performance of the audit and audit results on a regular basis. Election of Outside Audit and Supervisory Elected Board Members Number of Outside Audit and Supervisory 3 Board Members Number of Outside Audit and Supervisory Board Members Designated as Independent 3 Audit and Supervisory Board Members

7 Relationship with the Company (1) Relationship with the Company (*) Name Attribution a b c d e f g h i j k l m Masasuke Omori Attorney-at-law Comes from other Takashi Wachi company Comes from other Tsuneaki Taniguchi company *Selection criteria regarding relationship with the Company *For (a) through (m) below, a circle ( 〇 ) indicates the current status of the individual, and a triangle ( ) indicates the past status of the individual. *For (a) through (m) below, a filled-in circle ( ) indicates the current status of a relative of the individual, and a filled-in triangle ( ) indicates the past status of a relative of the individual. (a) A business executor of a listed company or its subsidiary (b) A non-executive director or an accounting advisor of a listed company or its subsidiary (c) A business executor or a non-executive director of a parent company of a listed company (d) An Audit and Supervisory Board Member of a parent company of a listed company (e) A business executor of a sister company of a listed company (f) An individual whose major business client is a listed company or a business executor of said individual (g) A major business client of a listed company or a business executor of said business client (h) A consultant, accounting specialist, or legal professional who receives a substantial amount of money or assets in addition to the customary remuneration from a listed company (i) A major shareholder of a listed company (In the case that said major shareholder is a corporation, a business executor thereof) (j) A business executor of a business client (that does not fall under any of (d), (e), or (f)) of a listed company [This applies to the individual only.] (k) A business executor of a company whose external executive officers are mutually assigned [This applies to the individual only.] (l) A business executor of a company to which a listed company donates products, services, or money [This applies to the individual only.] (m) Other Relationship with the Company (2) Name Independent Director Masasuke Omori - Supplementary Information in Regard to Applicable Items Reason(s) for Electing the Relevant Members (and reason(s) for designation as Independent Director, if applicable) The Company designated Mr. Masasuke Omori as independent director because he meets the Standards for the Members determined by the 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. Mr. Omori has advanced and expert knowledge and experience as a judge, a prosecutor, Director-General of the Cabinet Legislation Bureau, a member of the National Public Safety Commission, and an attorney-at-law, and the Company anticipates that he will audit the performance of duties by directors from an objective and neutral viewpoint.

8 Takashi Wachi Tsuneaki Taniguchi Mr. Takashi Wachi was a person with executive authority at Terumo Corporation, which is a business partner of the Company, until June Although there are insurance transactions and a shareholding relationship between Terumo Corporation and the Company, Mr. Wachi meets the Standards for the Members determined by the Company and further details are omitted as the Company judged that they are unlikely to affect the judgment of shareholders and investors. Mr. Wachi is also a representative director of Hitozukuri Keiei Kenkyukai Ltd., but no business relationship exists between Hitozukuri Keiei Kenkyukai Ltd. and the Company. Mr. Tsuneaki Taniguchi was a person with executive authority at of Japan Productivity Center, which is a business partner of the Company, until June Although there are insurance transactions, etc. between Japan Productivity Center and the Company, Mr. Taniguchi meets the Standards for the Independence of Outside Directors and Outside Audit and Supervisory Board Members determined by the Company and further details are omitted as the Company judged that they are unlikely to affect the judgment of shareholders and investors. The Company designated Mr. Takashi Wachi as independent director because he meets the Standards for the Members determined by the 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. Mr. Wachi has extensive experience as a corporate manager and deep knowledge on corporate management, and the Company anticipates that he will audit the performance of duties by directors from an objective and neutral viewpoint. The Company designated Mr. Tsuneaki Taniguchi as independent director because he meets the Standards for the Members determined by the 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. Mr. Taniguchi has experience gained by conducting research and studies and making recommendations on the improvement of productivity and management quality at Japan Productivity Center, and the Company anticipates that he will audit the performance of duties by directors from an objective and neutral viewpoint. [Independent Directors/ Auditors(Revised)] Number of Independent 7 Directors/Auditors Other Matters Relating to Independent Directors/Auditors 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 and outside audit and supervisory board members are as follows: 1. An outside director/audit and supervisory board member who is judged independent from the Company (an Independent Director/Auditor ) shall not be or shall not have been a person responsible for the operations of the Company or any of the Company s subsidiaries or affiliates. 2. An Independent Director/Auditor shall not be a shareholder ranked in the top ten on the Company s latest register of shareholders, or shall not belong to any entity which is such a major shareholder. 3. An Independent Director/Auditor shall not belong to a business partner (or its consolidated subsidiaries specified in its Securities Report) wherein the total amount of transactions between that business partner s group and the Company group equaled 2% or more of that business partner s consolidated net sales, or 2% or more of the Company s consolidated net sales in the last three fiscal years. 4. An Independent Director/Auditor shall not be (i) 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

9 the Company for the last three fiscal years, other than compensation as a director or an audit and supervisory board member of the Company, (ii) an accounting auditor, (iii) a person with whom the Company has concluded an advisory agreement or (iv) a person belonging to a corporation, an association or any other organization which falls under any one of the preceding three items. 5. An Independent Director/Auditor shall not belong to a not-for-profit organization that has received donations equal to 2% or more of its gross revenue or ordinary income from the Company in the last three fiscal years. 6. If an Independent Director/Auditor used to belong to an organization or a company stated in the preceding paragraphs 2 through 5, at least five years must have passed since he or she retired from the organization or the company. 7. An Independent Director/Auditor shall not be a spouse or a relative within three degrees of the person responsible for the operations (unless the position is an unimportant position) of the Company or any of its Special Related Parties (Tokutei Kankei Jigyosha). [Incentives] Implementation of Measures to Grant Incentives to Directors Introduction of performance linked remuneration, Introduction of Stock Option Plan Supplementary Information regarding Applicable Item: Remuneration for directors (excluding Outside Directors) is comprised of basic remuneration, remuneration linked to company performance, remuneration linked to department performance, and stock options as stock-linked compensation. The Grantees of stock options as stock-linked compensation Inside Directors and Others Supplementary Information regarding Applicable Item: The Company grants stock options as stock-linked compensation (stock acquisition rights) to its directors (excluding outside directors) and executive officers. [Director Remuneration] Disclosure of Individual Director Remuneration No disclosure of individual director remuneration Supplementary Information regarding Applicable Item: (Revised) Total compensation for each category of Director and Audit 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 Outside Directors) Total compensation: 655 (of which, basic remuneration: 527, Stock options: 120, Other: 7); 13 individuals (2) Audit and Supervisory Board Members (excluding Members) Total compensation: 69 (of which, basic remuneration: 69, Other: 0); 3 individuals (3) Outside Directors and Audit and Supervisory Board Members Total compensation: 54 (of which, basic remuneration: 54); 5 individuals Notes: 1. Neither directors, Audit and Supervisory Board members, outside directors or Audit and Supervisory Board members receive total consolidated compensation more than 100 million yen. 2. Directors do not receive remuneration as employees or any other consideration for execution of their duties. 3. There is an annual remuneration limit of 840 million yen for Directors and 168 million yen for Audit and Supervisory Board Members. 4. The above figures include 2 Directors, 1 Audit and Supervisory Board Member who retired on June 24, Existence or Nonexistence of Policies that Determine the Amount or Calculation Method of Remuneration Exists

10 Disclosure of Policies that Determine the Amount or Calculation Method of Remuneration: (Revised) [Basic Policies] When deciding the remuneration of officers of the Company, the following items shall be adopted as the basic policies. Ensure the transparency, fairness, and objectivity of remuneration for officers. Strengthen incentives for improved results by adopting performance-linked remuneration. Achieve accountability by sharing returns with shareholders through remuneration linked to achievement levels based on the results indicators of the Company and other targets that have been determined in accordance with management strategies. When determining the amount of individual remuneration, etc., the appropriateness of the amount shall be assessed by taking into account the industry type and referring to the level of remuneration, etc. of other suitably comparable companies. In this case, reference shall also be made to the level of remuneration and other aspects of (1) remuneration, etc., of other officers and employees of the Company and (2) remuneration, etc., of officers and employees of the other companies in the corporate group to which the Company belongs. [Procedures, etc.] Officer remuneration of Directors (excluding Outside Directors) of the Company shall be comprised of fixed remuneration, corporate performance remuneration, divisional performance remuneration, and stock remuneration -type stock options (share options). Remuneration of Outside Directors shall be comprised of fixed remuneration. The level of these types of remuneration shall be set by referring to third party research, etc. on the remuneration, etc. of business managers in Japan. This policy shall be determined at the Board of Directors meeting after consulting the Compensation Committee. Officer remuneration of Audit and Supervisory Board Members shall be comprised of fixed remuneration, and the level of remuneration shall be set by referring to third party research, etc. on the remuneration, etc. of business managers in Japan. This policy shall be set forth through a consultation of Audit and Supervisory Board Members. [The Support System for Outside Directors ( Members) (Revised)] Documents of the Board of Directors are distributed to Outside Directors and Outside Audit and Supervisory Board Members 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 and Members during the Board of Directors meeting. To further deepen the understanding of Outside Directors and Outside Audit and Supervisory Board Members 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. 2. Items Concerning Functions such as Execution of Duties, Audit and Supervision, Designation, and Remuneration Determination (Overview of the current state of Corporate Governance Structure) (Revised) 1. Operational execution Board of Directors The Board of Directors of the Company is responsible for making important management decisions and supervising operational execution. It is composed of persons with various types of expertise, experience, and abilities that are able to execute the required duties of a director. As of June 23, 2015, the Company had 16 Directors (including two female Directors). To even further strengthen the management supervisory function and appropriately reflect the views of persons with considerable experience and insight, such as outside business managers and academic experts on the management policies of the Company, the Company has assigned five Outside Directors with positions that are independent of operational execution. The Company has executed liability limitation agreements with the five Outside

11 Directors under the Articles of Incorporation. For the Outside Directors, the term of office is limited to eight years from the viewpoint of ensuring their independence. As a general rule, the Board of Directors is held every month and may also be held on an ad-hoc basis as required. In addition, to ensure the validity and effectiveness of decision-making, the Board of Directors analyzes the efficiency of meeting progress and the validity and the effectiveness of resolutions by means of self-assessment and other methods every year, and discloses a summary of the analysis results. Operational Execution The Company has established an Executive Officer system to separate the decision making and auditing function from the operational execution function and to strengthen these functions. Executive Officers are assigned by the Board of Directors to execute operations based on the responsibilities stipulated by decisions by the Board of Directors. As of June 23, 2015, the Company had 28 Executive Officers (including nine Executive Officers who concurrently serve as directors and one female Executive Officer). An Executive Management Board composed of the President and Executive Officers designated by the President is held twice a month as a general rule, and extraordinarily whenever it is necessary to deliberate important management and operational execution issues. In addition, important matters for Group management and the execution of important operations in relation to the Dai-ichi Life Group are deliberated in the Group Management Executive Meeting. The Group Management Executive Meeting is the deliberative body of Group Management Headquarters and oversees 11 units, which are in charge of developing and strengthening Group management systems. The meeting is comprised of the Chief of Headquarters (the President), the Deputy Chief of Headquarters, the Executive Officers in charge of subsidiary units elected from among the Executive Officers, and other Executive Officers nominated by the Chief of Headquarters. (Other) The Company has established an Advisory Board 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. 2. Corporate audits Audits by the Audit and Supervisory Board The Company is a company with an Audit and Supervisory Board, which conducts audits on the work conducted by the Directors and Executive Officers, audits on response to risk management involving compliance and management in general at the Company and its subsidiaries, and audits on business and financial conditions through participation in the meetings of the Board of Directors and the Executive Management Board and other important meetings, such as the Group Management Executive Meeting, and hearings held with Directors, Executive Officers, and various departments. For this reason, Audit and Supervisory Board Members shall include persons who have appropriate knowledge of finance and accounting. As of June 23, 2015, the Company has five Audit and Supervisory Board Members (including three Members), and the Company has executed liability limitation agreements with the three Members under the Articles of Incorporation. For Audit and Supervisory Board Members, the term of office is limited to 12 years from the viewpoint of ensuring their independence. As a general rule, the Audit and Supervisory Board is held every month and may also be held on an ad-hoc basis as required. In addition, employees to assist the Audit and Supervisory Board have been assigned to the Audit and Supervisory Board Member's Center in order to secure independence from the Directors through means such as holding discussions on the transfer and evaluation of such employees with the Audit and Supervisory Board. Operational Audits The Company has established an Internal Audit Department as body to conduct Operational audits on operational execution and sales agencies from the perspective of compliance and risk management. To

12 serve a control function and ensure the effectiveness of Operational audits, the Internal Audit Department has been established as a body that is independent from operational execution and sales agencies. Accounting Audits The two certified public accountants responsible for auditing the Company s accounts were Masahiko Yamauchi and Hiroshi Yamano and they belong to Ernst & Young ShinNihon LLC. A further 13 certified public accountants and 41 others also assisted with the audit at the Company. 3. Determination of nominations and compensation To enhance management transparency, the Company established a Nomination Committee, which checks the suitability of candidates for election as directors and deliberates on the election and dismissal of Directors and Executive Officers, and a Compensation Committee, which deliberates on the compensation packages, etc. of Directors and Executive Officers. The members of the Nomination Committee and the Compensation Committee are 2 Inside Directors, 3 Outside Directors and 1 Outside Expert. The chairman of those committees is an Outside Director. 3. Reasons for Operating Under the Current Corporate Governance Structure The Company has developed a corporate governance system that is effective both from an internal and external viewpoint, through initiatives such as establishing an Audit and Supervisory Board, appointing Outside Directors and Members, adopting the Executive Officer system, and establishing committees with discretionary powers. III. Implementation of Measures Related to Shareholders and Other Stakeholders 1. Measures to Revitalize the Shareholders Meetings and Facilitate the Exercise of Voting Rights (Revised) Early Distribution of Convocation Notice of the Annual General Meeting of Shareholders Scheduling of general meetings of shareholders avoiding the date on which annual meetings of shareholders of companies are concentrated Exercise of Voting Rights through Electromagnetic Means Supplementary Information The Company sent its Convocation Notice of the Annual General Meeting of Shareholders for the 5 th Fiscal Year convened on June 23, 2015 on June 1 (22days before the Annual General Meeting of Shareholders). Also, for the timely provision of information, prior to distribution of the Convocation Notice of the Annual General Meeting of Shareholders, the Company published the Convocation Notice of the Annual General Meeting of Shareholders on websites, etc. of the Company and the Tokyo Stock Exchange on May 25. The Company convened the Annual General Meeting of Shareholders on June 23,2015. Exercise of voting rights on the website for exercising voting rights designated by the Company through a computer or mobile phone is possible.

13 Adoption of a Platform for Electronic Exercising of Voting Rights and Other Measures to Improve the Environment for Exercising Voting Rights for Institutional Investors Providing Convocation Notice of the Annual General Meeting of Shareholders (Summary) in English Other A platform for the electronic exercising of voting rights operated by ICJ, Inc. has been adopted. The Company prepares English translations (summaries) of its Convocation Notice of the Annual General Meeting of Shareholders and makes this information available on its website. To increase convenience for shareholders, the Company publishes the Convocation Notice of the Annual General Meeting of Shareholders and an English translation of a part of it on its website. It also published its Articles of Incorporation and Share Handling Regulations and their English translations on its website. 2. IR Activities Holding of Periodic Conferences for Individual Investors Holding of Periodic Conferences for Analysts and Institutional Investors Holding of Periodic Conferences for Overseas Investors Posting of IR Materials on Website Establishment of a Post for IR Other Supplementary Information The Company participates in IR fairs for individual investors and holds company information sessions for individual investors at securities companies, etc. The Company holds a teleconference for analysts and institutional investors on the date of its financial results announcement each quarter. The President and officers in charge, etc. also hold a conference to explain full-year and interim financial results. The President and officers in charge, etc. make IR visits to overseas investors and participate in conferences for institutional investors held by securities companies. Besides posting summaries of financial results, timely disclosure materials, annual reports, etc. on its website, the Company also posts materials from teleconferences and conferences for institutional investors and analysts, records of Q&A during conferences, and other materials. The Company has an IR Center within the Corporate Planning Department. The Company endeavors to ensure that there are no major differences between its disclosures in Japanese and those in English. Existence or Nonexistence of explanations by a company representative Exists Exists Exists 3. Measures Concerning Respecting the Position of Stakeholders (Revised) Supplementary Information Internal Rules, etc. Regarding Respecting The Basic Management Policy, Group Vision and Corporate Action Principles the Position of Stakeholders (DSR Charter) all include provisions on respecting stakeholders. The company promotes DSR management through which we aim at improvement of the management quality and sustainable creation of corporate values. The Company has established four committees relating to DSR activities as a subcommittee under the Committee for Dai-ichi s Social Responsibility Promotion, and is promoting effective initiatives through their operations. Implementation of Environmental Regarding environmental conservation activities, environment management is Conservation Activities, CSR Activities, being perfomed as a part of DSR management. Specifically the Special etc. Committee for Social Contribution and Environmental Activities Promotion holds discussions on environmental issues and initiatives in relation to business activities, and promotes various initiatives which contribute to protection of the global environment, including energy savings and efficient use of paper resources, under the Basic Environmental Policy. their operations. Establishment of Policies, etc. Concerning Supplying Information for Stakeholders The basic policy of information disclosure makes provisions on supplying a wide range of information to stakeholders through the Company s website, annual reports and other means. The IR Policy sets forth the Company s basic stance and disclosure methods for supplying information to shareholders,

14 investors and other stakeholders, and is published on the Company s website. Promotion of Diversity & Inclusion The Company is working on promoting Diversity and Inclusion (D&I), which involves utilizing and including various forms of individualism in order to create new value, as part of its efforts to achieve the Group Vision of Thinking people First. The Company aims to create attractive working environments where diverse employees are able to demonstrate their abilities to the full, regardless of gender differences, presence of disability, age differences, and culture or nationality differences. To this end, the Company established the Special Committee for ES and Diversity Promotion as a subcommittee of the Committee for Dai-ichi s Social Responsibility Promotion, which is chaired by the President, to examine and verify D&I target setting and measures. In the medium-term management plan D-Ambitious for FY , after previous medium-term management plan Action D, promoting Diversity & Inclusion is one of our basic 4 strategies. We are pursuing the following initiatives: Other - Enhancing the human resources development system As a positive action program, we offer training courses for women employees to level-up their skills, to raise awareness to be in managerial positions and to cultivate next-generation female leaders. Also, we introduced an executive officer mentor program in FY 2013.Furthermore, by sharing a list of female candidates for managerial positions between our executive officers and Human Resources Department from FY2014, we offer these candidates an OJT training program and meeting with the executive officers so that they foster an awareness of being female leaders. From FY2015, we started initiatives to accelerate the training of next-generation leaders by strengthening our support system for next-generation leader candidates. We did this by refining our OJT program in the positive action program. - Promoting a work-life balance We promote support programs such as childbearing leave, temporary part time work, reduction of total working hours, telecommuting, taking leave and so on, so that both men and women are able to achieve a work-life balance. - Promotion of the appointment of women On April 1, 2015 we appointed our first female executive officer. Also, number of female managers increased by is 1.4times compared to the FY2014, and newly appointed female managers increased to 46.7% of the total. As of April 2015, the number of women in managerial positions was about 800 in the life insurance group in Japan (The Dai-ichi Life Insurance, The Dai-ichi Frontier Life Insurance, and The Neo First Life Insurance), and the percentage of women in management positions was 22.5%. In March 2013, the Company was named among the winners selected for the Diversity Management Selection 100*(1) in recognition of its stance and initiatives on diversity. In March 2015, the company was selected as one of the Nadeshiko Brand enterprises 2014*(2) and Health and Productivity enterprises*2. *1 Diversity Management Selection 100: A METI project that commends enterprises which conduct management so as to create innovation and generate value, by utilizing various human resources and providing them with opportunities where they are able to exercise their potential as much as possible. *2 Both Nadeshiko Brand and Health Conscious Brand were jointly selected by Ministry of Economy, Trade and Industry and the Tokyo Stock Exchange (TSE), from those listed on the TSE. Nadeshiko Brand enterprises are exceptional in encouraging women's success in the workplace with growth potential, in terms of capability on management of diversified employees and adaptivity to environment changes. Health Conscious Brand enterprises are those who take managerial view on employees health condition and take strategic actions to it and, accordingly engender organizational vigor and enhance operational efficiency resulting in better performance and higher stock prices. Dai-ichi Life was selected as both brands.

15 IV. Items Related to Internal Control Systems 1. Basic Policy Concerning Internal Control Systems and Overview of their Implementation The Company has established a Basic Internal Control Policy that stipulates its basic stance and initiatives concerning internal control. The aim of the basic policy is to develop an internal control system and stipulate basic matters concerning operations to ensure the appropriateness of business and create corporate value, for the realization of its basic management policies, which are to maximize customer satisfaction, secure social trust, create sustainable corporate value, and foster employee s potential, and to thereby contribute to the fulfillment of its social responsibility as a life insurance company. As part of efforts to develop an internal control system, the Company has established the Internal Control Committee. The Internal Control Committee serves as a body that assists the Board of Directors and the Executive Management Board to develop and manage the internal control system in accordance with the Basic Internal Control Policy. It also serves as the supervising body for the Compliance Committee, Risk Management Committee, and Antisocial Forces Handling Committee to confirm and deliberate matters such as those concerning compliance, information asset protection, risk management, and response to antisocial forces. The Internal Control Committee is composed of the Representative Director and Executive Officers responsible for internal control, and is held every month as a general rule. In addition, the Company conducts Control Self Assessment (CSA) to enhance the effectiveness of internal control. Through CSA, the Company identifies major risks in each operation, evaluates the importance of the risks in view of the magnitude of the potential effects for customers and losses they may cause, and seeks to control risk and improve operations to ensure sound business operations. 2. Basic Policy and Overview of Implementation toward Elimination of Antisocial Forces We consider securing social trust to be one of our basic management policies, and we have decided to respond as an entire organization to the improper demands of antisocial forces that would threaten the order and safety of citizens and society or impede the development of a sound economy and society or the conduct of corporate activities. In all of our insurance policies and other transactions, we work to eliminate relationships with and prevent damage from such forces. Our abovementioned Basic Internal Control Policy stipulates our basic stance and initiatives concerning efforts towards eliminating relationships with and preventing damage from antisocial forces, and based on this basic policy we have established the Antisocial Forces Handling Regulations. The thoroughgoing enforcement of this policy is aimed for in the Code of Conduct that stipulates the principles of action for individual executives and regular employees. Furthermore, the Antisocial Forces Handling Standards Document has been established to clarify the rules to be complied with by executives and details of initiatives to eliminate relationships with and prevent damage from antisocial forces. In response to antisocial forces, the Antisocial Forces Handling Committee has been established for the purpose of holding broad-range discussions that cover the entire Group, and the General Affairs Department has been designated as the supervising department for developing and strengthening systems to eliminate relationships with and prevent damage from antisocial forces. In addition, we will constantly work to establish close cooperative relationships with external specialist organizations such as the relevant police stations, the Center for the Elimination of Boryokudan, and lawyers in order to eliminate relationships with and prevent damage from anti-social influences. V. Other 1. Existence or Nonexistence of Takeover Defense Measures Introduction of Takeover Defense Measures Not introduced Supplementary information regarding related items: Not applicable

16 2. Other Items Concerning Corporate Governance Systems Systems for Timely Disclosure of Corporate Information The Company recognizes that disclosing the Company s corporate information in a timely and appropriate manner to customers, shareholders and investors is essential both from the viewpoint of complying with timely disclosure requirements and for the Group to earn trust and obtain an appropriate evaluation. Based on this recognition, the Company has documented procedures and internal role-sharing in relation to timely disclosure and communicated this within the Company. (1) Information Disclosure Committee The Company has established the Information Disclosure Committee as the organization responsible for gathering its corporate information, judging whether information needs to be disclosed, managing material facts, disclosing information in a timely and appropriate manner, and developing the systems for this. The Information Disclosure Committee is chaired by the Executive Officer who is in charge of the section in charge of timely disclosure and is made up of the general managers of relevant departments. (2) Internal systems for timely disclosure - Understanding of information for timely disclosure The Company adopts a systems under which all sections involved in gathering the Company s corporate information are designated as divisions in charge of management and all the Company s corporate information is submitted to the Information Disclosure Committee through these departments in charge of management. - Judgments on timely disclosure The Information Disclosure Committee is responsible for judging whether or not the gathered corporate information needs to be disclosed in accordance with the regulations of the stock exchange on which the Company s stocks are listed or other relevant laws and regulations. - Implementation of timely disclosure Based on the Information Disclosure Committee s judgment on the need for disclosure, timely disclosure is made, in accordance with the prescribed procedure. (3) Implementation of Operational audits Internal audit departments verify whether or not the system for timely disclosure of corporate information is functioning effectively across the Group and report to the Board of Directors, etc. on a regular basis.