Tokio Marine Holdings establishes Group Audit Committee

Tokio Marine Holdings has decided to establish a Group Audit Committee as of April 1st, 2024 in order to strengthen internal control and governance of group companies. It will be a Board committee chaired by independent director Haruka Matsuyama.

Background

On December 26th, 2023, Tokio Marine & Nichido Fire Insurance, Tokio Marine’s consolidated subsidiary in Japan, received a business improvement order from the Japan Financial Services Agency regarding price-fixing of corporate insurance premium.

In order to strengthen internal control and governance of group companies, Tokio Marine has decided to reorganize the existing “Internal Control Committee” and establish a new “Group Audit Committee” as of April 1st, 2024.

Tokio Marine’s internal control is based on the “Basic Policy for Internal Control”, which covers areas such as business management, compliance, risk management, internal audit, and audit by the Audit & Supervisory Board. Furthermore, Tokio Marine has monitored the operating status and continuous implementation of the internal control system, and the Board of Directors have confirmed the status based on the report and recommendations from the Internal Control Committee, a committee of the Board of Directors.

However, in response to incidents at domestic group companies such as price-fixing of corporate insurance premiums and governance-related incidents at overseas group companies, Tokio Marine has determined that it is necessary to further strengthen their internal control system and their internal audit functions. The new “Group Audit Committee”, which will be established on April 1st, 2024, will bring in external perspectives to strengthen the supervisory function of the Board of Directors.

The following improvements will be made:

• In addition to Tokio Marine’s internal members, Haruka Matsuyama, an independent director, is appointed as the chairperson, and Ayumi Uzawa (representative of Uzawa Certified Public Accountant Office) is appointed as the external committee member of the “Group Audit Committee”. The committee will examine the business processes and culture of Tokio Marine Holdings, as well as that of group companies, from an external perspective independent from company management. This will include identification of discrepancies from cultural norms in society.
• The existing “Internal Control Committee” has focused on deliberations regarding the internal control system as a whole. The Group Audit Committee will expand the scope of deliberations to individual incidents. The committee will confirm the appropriateness of each group company’s preventative measures and consider the need for preventive actions at other group companies and any necessary action at the group level.

Through the new “Group Audit Committee”, Tokio Marines aims to further strengthen and enhance their internal control system and internal audit function and work to regain the trust of our customers and society.

Group Audit Committee Role

• Evaluation of formulation and implementation of various policies and actions, deliberation regarding improvement measures, and comprehensive coordination and promotion regarding the development of our group’s internal control system.
• Confirmation of formulation and implementation status of appropriate preventative measures for serious incidents that have occurred at domestic and overseas group companies.
• Consideration of industry and other corporate incidents and their relevance to the Tokio Marine Group. Confirmation of the potential and probability of similar incidents occurring at our Group, the scenario of likely events, and the effectiveness of the group’s existing countermeasures. Instruction and confirmation of thematic audits at our group company.

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