Group Management and Internal Control Systems

Japanese

Systems for Execution of Management

MS&AD Holdings has introduced an executive officer system and is strengthening the control of its management by clarifying the roles of the Board of Directors, who are responsible for management decision making and oversight, and the Executive Officers, who are responsible for business execution. The number of Executive Officers is limited to 15.

Group Management Committee

The role of the Group Management Committee is to discuss management policies, management strategies, and other matters that are key issues to the Company and the Group companies. It also monitors specific business operations by receiving reports on approved matters under the rules for the Group Management Committee.
In addition, from fiscal 2017, the presidents of the Group's five domestic insurance companies in which the Company has a direct stake have attended as committee members and discussed key issues related to the Group's domestic insurance companies.
The Group Management Committee met 12 times in fiscal 2016.

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Group Management Structure

Role of the Company (the holding company)

  • (1) To realize management strategies, increase the Group's management efficiency, and ensure the soundness of Group finances and appropriateness of Group operations, the Company concludes management agreements with its directly invested subsidiaries (hereinafter referred to as “directly invested companies”) and undertakes the management administration of each company.
  • The Company has concluded management agreements with its directly invested domestic insurance company subsidiaries (MSI, ADI, Mitsui Direct General, MSI Aioi Life, and MSI Primary Life) and provides those companies with advice and other assistance.
  • Believing that directly and quickly obtaining business-related information from the Group's domestic insurance companies will contribute to the smoothness of Group management, the Company has established a system in which its own directors concurrently serve as directors of the Group's domestic insurance companies. In addition, directors of the Group's domestic insurance companies sometimes attend the Group Management Committee meetings, depending on the proceedings.
  • In addition, the Company has concluded management agreements with its directly invested affiliated operating companies (InterRisk Research Institute & Consulting and seven other companies) and undertakes the management administration of each company.
  • (2) The Company has established Groupwide basic policies-including the “Basic Policy Pertaining to System for Internal Controls,” “Risk Management Basic Policy,” “Basic Compliance Policy,” “Internal Audit Basic Policy,” “Risk Appetite Statement,” and “Basic Information and Technology Governance Policy.” In addition to requiring compliance with these policies by Group companies, important matters involving directly invested companies require either the approval of or reporting to the Company in line with management supervision contracts.
  • (3) The Company establishes Group business strategy, such as the Group's Medium-term Management Plan.
  • (4) The Company provides guidance and supervision through the monitoring of the progress of management plans formulated by Group companies and the status of business execution, with the aim of achieving the goals of the Group.

Role of Group Companies (Directly Invested Companies)

  • (1) Group Companies (Directly invested companies) formulate their own policies and appropriately establish internal management systems based on the Group's Basic Policies, in addition to formulating management plans in each company based on the Group's Medium-term Management Plan to conduct management as individual companies.
  • (2) Directly invested companies also appropriately supervise the management of their subsidiaries under management supervision contracts.

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Task-Specific Committees

The task-specific committees have been established with the aim to deliberate on various key issues in management when executing operations as well as to coordinate perspectives across various departments. When necessary, the Director(s) and/or Executive Officer(s) in charge summarize the results of discussions in these committees and report them to the Board of Directors and/or the Group Management Committee.

Group Management
and Monitoring
Committee
Prior-monitoring:
Basically two times a month
Post-monitoring:
Basically once a month
Upon receiving reports on matters related to the Board of Directors and the Management Committee of directly invested Group insurance companies, the committee meeting confirms matters that include whether the related matters have been approved and/or reported, ensures financial soundness of the Group companies, and ensures appropriate risk management and operations. The Group Management and Monitoring Committee met 12 times in fiscal 2016.
ERM Committee Basically four times a year The ERM Committee works to maintain growth and improve profitability by ensuring soundness and improving capital efficiency, for the purpose of realizing the increase of the enterprise value. The direction of management strategies involved in promoting ERM, including the allocation of corporate resources based on risk appetite is discussed at the committee. The ERM Committee met six times in fiscal 2016.
Group International Business
Committee
Basically four times a year The Committee confirms and discusses the vision for International Business strategy (International Business investment, etc.) that contributes to sustainable Group growth. It also shares common understanding of issues regarding the role of International Business in strengthening overall Group profitability and demonstrating synergies, and confirms and discusses the direction of measures for handling those issues and their progress. The Group International Business Committee met four times in fiscal 2016.
ICT Innovation
Committee
Basically four times a year The Committee is responsible for coordinating the key issues and managing progress with Group ICT innovation strategy, related strategic alliances and investments, etc. The ICT Innovation Committee met three times in fiscal 2016.
Reorganization
by Function
Committee
Basically four times a year The Committee confirms the status of examination regarding matters related to the functional reorganization of MS&AD Group, and, if required, deliberates strategic directions. The Reorganization by Function Committee was established in the second half of fiscal 2016 and met four times.
Risk and Compliance
Committee
Basically four times a year While monitoring the overall risk management and Group's compliance matters, it also deliberates and coordinates the key issues. The Risk and Compliance Committee met eight times in fiscal 2016.
Information Disclosure
Committee
Basically four times a year With the aim to appropriately disclose MS&AD Group's corporate information, including the financial data, it examines operational procedures and evaluates the effectiveness of internal control. The Information Disclosure Committee met eight times in fiscal 2016.
Brand Committee Basically two times a year The committee deliberates, coordinates, and manages such issues as the policy and planning of Group brand strategy. The Brand Committee met once in fiscal 2016.
CSR Committee Basically two times a year The Committee discusses policy regarding the Group's CSR initiatives, shares information regarding CSR-related global trends and changes in environment, and works to deepen understanding of those issues. The CSR Committee met three times in fiscal 2016.
Group Systems
Committee
Basically once a month The committee deliberates, coordinates, and manages such issues as IT strategy, system risk management, and the large-scale system development of the Group companies. The Group Systems Committee met 12 times in fiscal 2016.

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Outline of the Corporate Governance System

Picture:Outline of the Corporate Governance System

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MS&AD. Articles of Incorporation (21KB)
Presents our articles of incorporation.
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