Corporate InformationCorporate Governance Structure
To ensure swift decision-making and risk management in response to the fast-evolving business environment, the Company implements the corporate governance described below.

1. Management structure and outside officers
  The Company employs a Audit & Supervisory Board Member system and, as of 29th June 2018 has ten directors, of whom three are “outside directors” as defined in Article 2 Paragraph 15 of the Companies Act, and four Audit & Supervisory Board Members, of whom two are “outside auditors” as defined in Article 2 Paragraph 16 of the Companies Act.

 
2. Structures for execution and supervision
  The Company holds a meeting of the board of directors once every month as a rule, and an extraordinary meeting of the board of directors, whenever necessary. At a meeting of the board of directors significant matters are reported and resolutions are made on such matters. Audit & Supervisory Board Members attend each meeting of the board of directors, too. This enables Audit & Supervisory Board Members to continually monitor the performance of directors’ concerning execution.

The Chief actuary appointed by the board of directors is involved in actuarial matters, and submits written opinions to the board of directors in each fiscal term, verifying matters specified in the Insurance Business Law.

The Audit & Supervisory Board meets once every month as a rule, and additionally whenever necessary. At meetings of the Audit & Supervisory Board significant matters concerning audits reported by the auditors are discussed and resolutions are made on such matters.

 
3. Internal audit structure
  With regard to internal audits, the Internal Audit Department performs internal audits under the authorization of the board of directors and reports the results of internal audits periodically to the board of directors and other relevant organizations. The Internal Audit Department provides recommendations and, based on the results of internal audits, makes proposals to audited organizations. The progress of improvement is monitored, as necessary, with the aim of ensuring an effective internal audit structure.

 
4. Cooperation between Audit & Supervisory Board Members and the Internal Audit Department
  Audit & Supervisory Board Members and the Internal Audit Department exchange information on the situation regarding each audit and cooperate to facilitate audits.

All the results of internal audits performed by the Internal Audit Department are reported to Audit & Supervisory Board Members.

 
5. Compliance structure
  The Company has established the Compliance Committee, which is chaired by the president and consists of four members, including an external lawyer, and the Compliance Steering Committee composed of department managers. Based on the Compliance Program drawn up by the board of directors for each fiscal year, the Company is enhancing the Group-wide compliance structure.

The Company has also set up and runs an in-house help desk and an in-house whistle-blower system for the reporting of inappropriate conduct in the Group.

 
6. Risk management structure
  Using quantitative and qualitative approaches, the Company executes integrated risk management by classifying risks to be managed and by specifying the departments in charge in accordance with the risk management policy and risk management rules established by the board of directors.

The board of directors deliberates and makes decisions on material matters concerning risk management and receives reports from risk management departments periodically and, additionally, whenever necessary concerning the situation regarding risk. Thus, systems and structures are put in place that enable the Company’s directors to grasp the situation regarding risk throughout the Company.

The Company continues to upgrade its risk management structure in response to changes in the business environment and the situation regarding risk.

 
7. Involvement of third parties (lawyers, accounting auditors, etc.)
  The Company consults external lawyers concerning significant legal matters and compliance issues whenever necessary. Also, the Company consults the accounting auditors about significant accounting issues, in addition to the usual accounting audits, whenever necessary.


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