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Corporate Governance

Basic Concept of Corporate Governance

The Company is working to strengthen corporate governance through our Board of Directors and other bodies. We have established the "Basic Policy Regarding Corporate Governance," which lays out our basic concept of corporate governance, its framework and operations, and the corporate governance structure is developed accordingly.

[Basic Concept of Corporate Governance]

  • The Company shall continue to create new convenience for customers and pursue the provision of high-quality services, while generating consistent value by providing life insurance services through the post office network.
  • Fully recognizing its fiduciary responsibility to its shareholders, the Company shall give consideration to effectively secure rights and equal treatment of shareholders.
  • The Company shall place emphasis on dialogue with all stakeholders including customers and shareholders with an aim to ensure appropriate collaboration and sustainable coexistence. To this end, the Company shall strive to secure management transparency and commit to appropriate disclosure and provision of information.
  • The Company shall carry out swift and decisive decision-making and business execution under the effective supervision by the Board of Directors, in order to promptly cope with changes in social and economic environment and meet the expectation of all stakeholders.

Matters concerning controlling shareholders, etc.

Corporate Governance Systems

Japan Post Insurance considers the establishment of strong internal control systems to be extremely important to increasing our corporate value and to our goal of becoming the "No. 1 Japanese insurance company selected by customers." We have established systems for the execution of our business based on the principle of self-responsibility and have continued our efforts to enhance our organization and systems.

Corporate Governance Overview

To speed up decision-making and enhance the transparency of management, we have adopted a company with a three-committee structure, under which the Board of Directors' role of management supervision is separated from the Executive Officers' role of business execution, thereby clarifying responsibilities with respect to corporate management.
Important management decisions related to business execution are first discussed by the Executive Committee and then made by the President, CEO, Representative Executive Officer.
The Executive Committee is comprised of the President, CEO, Representative Executive Officer and the Executive Officers in charge of the respective business operations. In addition, we set up the following 10 specialized committees to serve as advisory bodies to the Executive Committee. Among the items subject to approval of each Executive Officer, cross-divisional issues are discussed by the respective specialized committees.
Furthermore, in order to promptly and reliably implement measures under the leadership of
management and improve solicitation quality, we have established a Customer-first Solicitation Committee and hold discussions.

Corporate governance system diagram

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Board of Directors (Management Supervision)

The Board of Directors of the Company determines matters such as the basic management policy of the Company, segregation of duties of Executive Officers and the fundamental policy for establishment of internal control systems and has the authority of supervising the execution of duties by Executive Officers. Meanwhile, the Board of Directors promotes the development of a framework that enables supervision of management from the external and broader perspective by appointing lawyers and corporate managers as Outside Directors.
The three committees, the Nomination Committee, the Audit Committee and the Compensation Committee, have been established to fully utilize external views on the management of the Company and ensure the transparency and fairness of decision-making of the management. The specific roles of these committees are as follows:

Nomination Committee

The committee determines proposals for general meetings of shareholders concerning the election and dismissal of Directors.
Committee Chair: HARADA Kazuyuki(Outside Director)
Members: TANIGAKI Kunio, MASUDA Hiroya, SUZUKI Masako (Outside Director),YAMAZAKI Hisashi (Outside Director)
(Membership composition as of June 19,2023)

Audit Committee

The committee audits the execution of duties by Directors and Executive Officers, prepares audit reports, determines the content of proposals regarding the election and dismissal of the accounting auditor to be submitted to general meetings of shareholders and approves the compensation for the accounting auditor.
Committee Chair: SUZUKI Masako(Outside Director)
Members: NARA Tomoaki, TONOSU Kaori (Outside Director),TOMII Satoshi (Outside Director), OMACHI Reiko (Outside Director)
(Membership composition as of June 19,2023)

Compensation Committee

The committee formulates compensation policies for Directors and Executive Officers and determines detailed compensation for each individual.
Committee Chair: TOMII Satoshi(Outside Director)
Members: MASUDA Hiroya, HARADA Kazuyuki(Outside Director),SINGU Yuki (Outside Director)
(Membership composition as of June 19,2023)

Status of Operations of the Board of Directors and Committees in FY2022

Japan Post Insurance has established opportunities to enhance the exchange of opinions among Directors. They include establishing the "deliberation" process that will leverage the expertise of Outside Directors from the resolution drafting stage as well as the existing resolution and report in order to discuss management issues in advance, holding extraordinary meetings of the Board of Directors as necessary, and meetings of Outside Directors.
We are also working to ensure effective and smooth operations of the Board of Directors such as by providing Directors with accurate information as needed, providing thorough explanations on the details of proposals in advance, and ensuring that there is time for prior discussion and question-and-answer sessions at the Board of Directors.

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Composition of the Board of directors

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Board of Directors

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Nomination Criteria for Candidates for Directors / Designation Criteria for Independent Officers / Skill Matrix for Directors

The Nomination Committee has formulated the "Nomination Criteria for Candidates for Directors" that stipulates our philosophy regarding balance of knowledge, experience and skills, as well as the diversity and scale of the Board of Directors as a whole, along with qualifications the Company requires of Directors. Based on these standards, the Nomination Committee selects candidates for Directors. The Nomination Committee also formulates the "Designation Criteria for Independent Officers" stipulating the Company's requirements for Outside Directors with no concerns of risk of conflict of interest with shareholders, and designates Independent Officers from among the Outside Directors.
In addition, we have formulated the "skill matrix for directors."

Executive Compensation

With respect to compensation for our Directors and Executive Officers, the Compensation Committee has established the "Compensation Policies for Directors and Executive Officers by Individual" and determines compensation based on these policies.

Executive Compensation

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Basic (fixed) Compensation

Directors are paid a certain level of fixed monetary compensation in accordance with their positions based on the primary role of supervision of management, while executive officers are paid a certain level of fixed monetary compensation in accordance with their responsibilities, taking into account the size of their responsibilities and the current state of the Company.
Specifically, the Compensation Committee has established Compensation Standards for Executives. The monthly compensation for directors varies depending on whether they are full-time, part-time, or committee members. The monthly compensation for executive officers varies depending on their position.
However, should the compensation commensurate with the position of an Executive Officer who is in charge of a field that requires special business knowledge and skills fall significantly below the general level of compensation of an officer who is in charge of a similar field at another company, such Executive Officer shall receive a basic compensation based on the level of compensation of other companies, instead of compensation commensurate with his or her duties in the Company.

Overview of the Performance-linked Stock Compensation Plan

At a meeting of our Compensation Committee held on December 22, 2015, we decided to introduce a performance-linked stock compensation plan utilizing a trust (hereinafter referred to as "the Plan") for our executive officers. We decided on the details at the April 27, 2016 meeting of the same committee.
The purpose the Plan is to clarify the connection between the compensation of our executive officers and the value of our shares, and to further enhance the executive officers' awareness of their contribution to the sustainable growth and medium- to long-term enhancement of our corporate value by sharing with the shareholders not only the benefits of an increase in the share price but also the risks of a decrease in the share price.
The Plan will adopt a mechanism known as a Board Benefit Trust (BBT). The Board Benefit Trust (BBT) is a performance-linked stock compensation plan in which the Company's shares are acquired from the stock market through a trust funded with money contributed by the Company. The executive officers are paid through the trust in the amount equivalent to the Company's shares with a certain percentage of the Company's shares being converted at market price as of the date of retirement (however, in the case of resignation for personal reasons, the shares will not be converted into cash, with only the Company's shares being delivered. Hereinafter referred to as "Company's Shares, etc."), in accordance with the predetermined stock benefit regulations. Generally, the time at which an executive officer receives the benefits of the Company's Shares, etc. is when they retire from the position of executive officer of the Company.
However, if a resolution is passed by the Board of Directors to dismiss an Executive Officer, or if an Executive Officer resigns due to a breach of their duties as an Executive Officer or other reasons, all or part of the Company's shares, etc. may not be granted by a resolution of the Compensation Committee.
In addition, voting rights pertaining to shares of the Company belonging to the said trust shall not be exercised.

Method of Determining the Amount of Performance-linked Stock Compensation

Regarding the performance-linked stock compensation paid to executive officers, we calculate the awarded points based on our performance for the current fiscal year, an index based on the responsibilities of the position, and an individual evaluation based on the performance of the executive officer's duties.

[Point calculation formula]
Awarded points = (Basic points based on job responsibilities + individual evaluation points) x company performance-linked coefficient

For the basic points based on job responsibilities, we have established points for each role according to the position.
We determine the individual evaluation points for each executive officer based on individual evaluations of the results and efforts of the executive officer in charge of the business.
As for the company performance-linked coefficients, we have set indicators from several different categories to enable a comprehensive determination regarding the degree of achievement of the management plan. Given the form and content of our business as appropriate, we have determined net income target, status of achievement in relation to sales and solicitation quality, achievement status in administrative and system development, etc., as well as progress in promotion of ESG management according to the achievement status of these indicators
However, if there is a breach of duties as an executive officer, or if a corporate scandal that significantly damages the company's credibility occurs, all or part of the points may not be granted by resolution of the Compensation Committee.
In addition, we have not formulated a policy regarding the determination of the payment ratio of performance-linked compensation and non-performance-linked compensation.

Targets and Results of Indicators Related to the Relevant Performance-linked Compensation in FY2022

Targets and Results of Indicators Related to the Relevant Performance-linked Compensation in FY2022

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Ratio of actual value of basic compensation (fixed) and performance-linked stock compensation for former executive officers

Targets and Results of Indicators Related to the Relevant Performance-linked Compensation in FY2022

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Reasons for the Compensation Committee's determination that the details of individual compensation, etc., of executives for FY2022 are in line with the policy

In addition to the Compensation Policies for Directors and Executive Officers by Individual, our Compensation Committee has established the Compensation Standards for Executives, which defines the basic compensation for each position, and the Share Benefit Regulations for Executives, which defines the performance-linked stock compensation.
In determining the amount of compensation to be paid to each director and executive officer based on their position, the individual evaluation of executive officers, and the points to be awarded for stock-based compensation based on performance, etc., the Compensation Committee has conducted a multifaceted examination of the draft, including consistency with the above policy, and has determined that the content of individual compensation, etc. is in line with the above policy, etc.

Total amount of compensation, etc. for each executive officer category, total amount of compensation, etc. by type, and number of qualifying executive officers

 
JAPAN POST GROUP
JAPAN POST HOLDINGS
JAPAN POST
JAPAN POST BANK