Corporate Governance Policies Tokio Marine Holdings, Inc.

Tokio Marine Holdings, Inc. (the “Company"), in line with the Tokio Marine Group Corporate Philosophy, is committed to the continuous enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society, employees and other stakeholders. For this purpose, the Company hereby establishes a sound and transparent corporate governance system and, as a holding company, aims to exercise appropriate control over the Tokio Marine Group companies.

Tokio Marine Holdings corporate governance policies shall be reviewed and amended as necessary to adapt to changes in the business environment.

I. Management Organization

1. The Board of Directors

(1)	Responsibilities of the Board of Directors and its Members
	The Board of Directors is responsible for decisions on important matters relating to the execution of the Company's business, for supervising the performance of individual directors, and establishing an effective internal control system. In addition, as the Board of Directors of a holding company, it is responsible for determining medium- to long-term business strategies and various basic business policies such as the Basic Policies for Internal Controls for the Tokio Marine Group. Each director shall endeavor to enable the Board of Directors to fulfill these responsibilities and functions.
(2)	Composition of the Board of Directors
	The number of directors shall generally be approximately ten members, of whom, as a general rule, at least three shall be outside directors.
(3)	Directors' Term of Office
	Directors shall be appointed for a term of office of one year. Directors may be re-appointed.

2. Corporate Auditors and the Board of Corporate Auditors

(1)	Responsibilities of Corporate Auditors and the Board of Corporate Auditors
	Corporate auditors, as an independent body entrusted by shareholders, shall audit the performance of directors, with the aim to ensure sound and fair management and accountability. Corporate auditors shall endeavor to conduct a high quality audit in accordance with the regulations of the Board of Corporate Auditors, auditing standards, auditing policies and auditing plans determined by the Board of Corporate Auditors.
(2)	Composition of the Board of Corporate Auditors
	The number of corporate auditors shall generally be around five. As a general rule, a majority of the corporate auditors shall be outside corporate auditors.

3. Nomination Committee and Compensation Committee

(1)	Responsibilities of the Nomination and Compensation Committees
	The Company shall have a Nomination Committee and a Compensation Committee to serve as advisory bodies to its Board of Directors. The Nomination Committee shall deliberate on the following matters and report to the Board of Directors:

・	The appointment and dismissal of directors (including non-members of the board) and corporate auditors of the Company and its principal business subsidiaries (*); and
・	The criteria for the appointment of directors (including non-members of the board) and corporate auditors of the Company and its principal business subsidiaries.

The Compensation Committee shall deliberate on the following matters and report to the Board of Directors:

・	Evaluation of the performance of directors (including non-members of the board) of the Company and its principal business subsidiaries; and
・	The compensation system for directors (including non-members of the board) and corporate auditors of the Company and its principal business subsidiaries and the level of compensation for full-time directors (including non-members of the board) of the Company and its principal business subsidiaries.

	(*) The term "business subsidiary" refers to companies in which the Company directly holds a majority of the voting rights.
(2)	Composition of Nomination and Compensation Committees
	The Nomination Committee and the Compensation Committee shall generally each consist of approximately five members. As a general rule, a majority of the members of each committee shall be selected from outside of the Company, and the chairman of each committee shall be one of the outside members.

II. Compensation System for Directors and Corporate Auditors of the Tokio Marine Group

(1)	Determination Policy
	Basic policies for determining compensation for directors and corporate auditors of the Company and its principal business subsidiaries are as follows:

・	Ensure “transparency,” “fairness” and “objectivity” regarding compensation for directors (including non-members of the Board) and corporate auditors;
・	Strengthen incentives for improving the business performance of the Company by introducing a performance-linked compensation system;
・	Enhance accountability through sharing returns with shareholders by introducing compensation system linked to meeting the Company’s business results indices based on the management strategy and Company share price; and
・	Fully implement a performance-based pay system through processes designed to objectively evaluate individual performance of directors (including non-members of the Board) with respect to management objectives.

In order to determine the level of compensation for directors (including non-members of the board) and corporate auditors, the company shall set the standard of compensation for each position, depending on the responsibilities of directors (including non-members of the board) and corporate auditors, and take the business performance of the Company and the level of compensation of other companies into consideration.

(2)	Compensation of Directors and Corporate Auditors of the Company
	Compensation for full-time directors (including non-members of the board) consists of three elements: fixed compensation, bonuses related to the business performance of the Company and the performance of the individual and stock options. Compensation for part-time directors consists of two elements: fixed compensation and stock options. Compensation for corporate auditors consists of one element: fixed compensation.
(3)	Compensation of Directors and Corporate Auditors of Principal Business Subsidiaries
	The compensation system for directors (including non-members of the board) and corporate auditors of the Company's principal business subsidiaries shall generally be identical to that applied to directors (including non-members of the board) and corporate auditors of the Company.

III. Corporate Governance of Subsidiaries

(1)	Governance System
	In the various basic business policies for the Tokio Marine Group, the Company shall prescribe basic terms for the management of the business subsidiaries and compliance, risk management and internal auditing of the Tokio Marine group, and the Company shall manage its subsidiaries through the establishment and operation of a governance system based on these basis terms.
(2)	Evaluation of Business Results of the Business Subsidiaries
	The Company shall evaluate the business results of each business subsidiary of the Tokio Marine Group on an annual basis, comparing actual results with the Company’s business results indices based on the management strategy. The results of such evaluations shall be considered in the determination of the compensation for the directors (including non-members of the board) and corporate auditors of each business subsidiary.

Adopted on May 27, 2005
Revised on July 5, 2007
Revised on December 17, 2007
Revised on July 1, 2008
Revised on June 29, 2009
Revised on June 28, 2010
Revised on June 27, 2011
The Board of Directors of Tokio Marine Holdings, Inc.

Links to Group Companies

I. Management Organization

II. Compensation System for Directors and Corporate Auditors of the Tokio Marine Group

III. Corporate Governance of Subsidiaries