Millea Holdings, Inc.
5-1 Otemachi 1-chome, Chiyoda-ku, Tokyo
TSE code number: 8766
Millea Holdings, Inc.
("
Millea Holdings") announced today that it has adopted corporate governance policies (the "
Corporate Governance Policies" or the "
Policies"). It also announced the framework for a Nomination Committee and a Compensation Committee, both of which will be established in July 2005.
1. Adoption of Corporate Governance Policies
(a) Background
In its corporate philosophy, the Millea Group stresses its mission to fulfill responsibilities to shareholders, customers, society, employees and other stakeholders. In order to fulfill such responsibilities and to continuously enhance the corporate value of the Millea Group, it is essential for Millea Holdings to establish a sound and transparent corporate governance system and, as a holding company, to exercise appropriate control over the Millea Group companies.
Millea Holdings has adopted the following measures since its formation in April 2002:
Continuous appointment of three outside directors since its formation in order to strengthen the oversight function of the Board of Directors;
Increase of the number of outside corporate auditors from two to three, in order to strengthen the audit function of the Board of Corporate Auditors; and
Establishment and strengthening of its compliance structure, risk management system and internal audit system.
In addition, Millea Holdings has announced its intent to establish a Nomination Committee and a Compensation Committee and to reform the compensation system for directors and corporate auditors of Millea Holdings and its principal business subsidiaries, which includes the introduction of stock options and the termination of retirement allowance plans.
Millea Holdings is adopting and disclosing the Corporate Governance Policies set forth below in order to facilitate stakeholder understanding of Millea Holdings' corporate governance system. Millea Holdings also believes that adoption and disclosure of these Policies will seek to further enhance the level of corporate governance of Millea Holdings.
(For reference)
"Millea Group Corporate Philosophy"
The Millea Group is committed to the continuous enhancement of corporate value, with customer trust at the base of all of its activities.
By providing customers with the highest quality products and services, we will spread safety and security to all around us.
For fulfilling our responsibility to shareholders, we will pursue global development of sound, growing and profitable businesses.
For promoting the creativity of each and every employee, we will foster a corporate culture which encourages free and open communications.
While demonstrating responsible management as a good corporate citizen, we will make a positive contribution to society.
(b) Contents of the Policies
Please refer to
the Corporate Governance Policies.
2. Framework for the Nomination Committee and the Compensation Committee (1) Nomination Committee
(a) The Committee's Functions
As an advisory body to the 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 and corporate auditors of
Millea Holdings;
The appointment and dismissal of directors and corporate auditors of the
principal business subsidiaries of Millea Holdings; and
The criteria for the appointment of directors and corporate auditors of
Millea Holdings and its principal business subsidiaries.
Note: The term "business subsidiary" refers to companies in which Millea
Holdings directly holds a majority of the voting rights.
(b) The Committee's Members
Chairman: Minoru Makihara (Outside director of Millea Holdings, Senior
Corporate Advisor of Mitsubishi Corporation)
Members:
Masamitsu Sakurai (Outside director of Millea Holdings, President of Ricoh
Company, Ltd.)
Haruo Shimada (Outside director of Millea Holdings, Professor, Faculty of
Economics, Keio University)
Kunio Ishihara (President of Millea Holdings)
(2)Compensation Committee
(a) The Committee's Functions
As an advisory body to the Board of Directors, the Compensation Committee shall
deliberate on the following matters and report to the Board of Directors:
Evaluation of the performance of directors of the Company;
Evaluation of the performance of directors of the principal business subsidiaries of
the Company; and
The compensation system to be applied to directors and corporate auditors of the
Company and its principal business subsidiaries.
(b) The Committee's Members
Chairman: Haruo Shimada (Outside director of Millea Holdings, Professor, Faculty of
Economics, Keio University)
Members:
Minoru Makihara (Outside director of Millea Holdings, Senior Corporate Advisor of
Mitsubishi Corporation)
Masamitsu Sakurai (Outside director of Millea Holdings, President of Ricoh
Company, Ltd.)
Kunio Ishihara (President of Millea Holdings)