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 16.

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 2017.

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 (MS&AD 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.

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. 

Sustainability Committee Basically four times a year The committee discusses matters
related to the Group's initiatives
and plans related to sustainability,
promotion of diversity & inclusion,
improvement of capability of human
assets (Work Style Reforms) and
policies and plans related to
branding strategy and advertising
strategy of the entire Group.
It is a new task-specific committee
established in fiscal 2018.
Quality Improvement and Compliance Committee Basically four times a year The committee monitors issues in
improving quality such as promotion of
business operation on a customer-first
basis, and compliance matters in
pursuit of establishment of corporate
ethics at the Group and each company,
and deliberates and coordinates
important matters related thereto.
It is a new task-specific committee
established in fiscal 2018.
Group Management and Monitoring Committee Prior-monitoring:
Basically 18 times a year
Post-monitoring:
Basically nine a year
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 healthy finance of the Group
companies, and ensures appropriate
risk management and operations.
The Group Management and Monitoring
Committee met 12 times in fiscal 2017.
Digitalization Committee Basically four times a year The committee deliberates and coordinates
such issues as promotion of digitalization
of the Group companies,
and manages the progress thereof.
It is a new task-specific committee
established in fiscal 2018.
Group Systems Committee Basically four times a year 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 14 times
in fiscal 2017.
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 three times in fiscal 2017.
Risk Management Committee Basically four times a year While monitoring overall risk,
return and capital, and the status of risks
of the entire Group, it also deliberates and
coordinates the key issues.
Risk and Compliance Committee,
which was the former committee of the
Risk Management Committee,
met six times in fiscal 2017.
The name of the committee was changed
in fiscal 2018.

Outline of the Corporate Governance System

 

 

Presents our articles of incorporation.