AIGJH hereby establishes its internal control basic policy based on the Companies Act and the Ordinance for Enforcement of the Companies Act and shall ensure the sound and appropriate management of the businesses of AIGJH.
1. Frameworks to Ensure the Appropriateness of Business
- AIGJH, as a regulated insurance holding company as well as a regional management company in Japan of American International Group, Inc. (“AIG, Inc.”), shall establish policies regarding the management principles of AIGJH and AIGJH Subsidiaries (“AIGJH Group”) as well as the policies regarding group management and conduct group business management for the AIGJH Group. AIGJH shall enter into a Management Services Agreement (keiei kanri keiyaku) with each AIGJH Subsidiary directly managed by AIGJH, by considering each AIGJH Subsidiary’s scale and business category. Under the Management Services Agreement executed with the AIGJH Subsidiaries, AIGJH shall carry out subsidiary business management in an appropriate manner, such as furnishing approvals and receiving reports for material affairs concerning the AIGJH Subsidiaries, and conducting daily monitoring. In addition, in order to ensure the appropriateness of business, it shall implement necessary frameworks applicable to all AIGJH Subsidiaries to ensure monitoring regarding the status of risk management and financial soundness and provide appropriate supports and advice.
- In order to ensure accurate and reliable financial reporting, AIGJH shall establish the policy on accounting, based on which the AIGJH Group shall implement frameworks and functions as necessary.
- In order to ensure the transparency and soundness of the AIGJH Group’s business management, AIGJH shall implement frameworks to ensure appropriate disclosure of information required by laws and regulations.
- In order to ensure the implementation of an accurate and strong IT environment within the AIGJH Group, AIGJH shall establish frameworks of IT governance.
- In order to ensure fairness and soundness in related-party transactions among entities that are members of the group companies of AIG, Inc., including the AIGJH Group, AIGJH shall establish the policy on intragroup transactions management based on which AIGJH shall implement frameworks as necessary.
2. Frameworks to Ensure Compliance by the Directors, etc., and the Staff in their Carrying Out Businesses
- In accordance with the policy on compliance, all the Directors, corporate officers (“Directors, etc.”) and the staff of AIGJH Group, shall follow the rules and code of conduct, and shall make efforts to promote compliance with high ethics.
- In order to promote and sustain compliance within the AIGJH Group, AIGJH shall establish a compliance function by appointing the head of the compliance division and forming division responsible for compliance.
- In order to ensure swift and appropriate responses to violations of laws and internal rules etc. and the possibility thereof, AIGJH and the AIGJH Subsidiaries shall implement a whistleblowing framework under which contact can be made to the points of contact established by the AIGJH and AIGJH Subsidiaries, accordingly in addition to the ordinary reporting route.
- In order to ensure internal audit effectiveness, AIGJH shall establish the policy on internal audit and the Internal Audit Division independent from other functions. The Internal Audit Division shall interact with each AIGJH Subsidiary’ Internal Audit Division to implement frameworks necessary to conduct efficient and effective internal audits which is applicable to entire business of the AIGJH Group.
- In order to ensure that the members of the Board of Directors, etc. of and the staff of the AIGJH Subsidiaries conduct their business in compliance with all applicable laws, regulations, and their Articles of Incorporation, AIGJH shall assess and control the implementation of compliance frameworks at the AIGJH Subsidiaries.
3. Policies and Other Frameworks regarding Risk Management
- In order to ensure enterprise risk management of the AIGJH Group, AIGJH shall establish the policy on risk management shall implement risk control management frameworks and functions as necessary.
Besides, in order to ensure the AIGJH Group financial soundness continuously, AIGJH shall establish its own risk and solvency assessment framework.
- In order to ensure effective identification and measurement of various risks to which AIGJH Group is exposed and carry out appropriate enterprise risk management, AIGJH establishes risk management function by appointment of the head of risk management division and formation of the division and committees for risk management.
- In order to ensure the AIGJH Group’s business continuity in a timely and appropriate manner, AIGJH shall implement policy on business continuity and establish business continuity management framework.
4. Frameworks to Ensure Efficient Conduct of Business by the Directors of AIGJH and AIGJH Subsidiaries
- AIGJH shall establish business strategies and goals for the AIGJH Group and allocate appropriate operating resources and review the implementation of the strategies and goals.
- In order to ensure the business is conducted efficiently and appropriately, AIGJH shall establish internal rules, such as the “Board of Directors Rule”, the “Organization Regulation”, the “Assigned Roles and Responsibilities Regulation” and implement frameworks as necessary.
- In accordance with a resolution of the Board of Directors, AIGJH shall establish the “Management Committee (keiei iinkai)” and other committees with authority to discuss and resolve important managerial matters or matters regarding the conduct of business.
- In order to ensure efficient business conduct by the Directors, etc. of the AIGJH Subsidiaries, AIGJH shall assess and control the implementation of frameworks and functions in the AIGJH Subsidiaries.
5. Frameworks to Ensure Storage and Management of Information concerning the Conduct of Business by the Directors
In accordance with the rules on record and information storage management, AIGJH shall establish a framework to store and manage all records concerning the conduct of business by the Directors, such as the minutes of the Board of Directors, committees, and other important meetings, in an appropriate manner.
6. Matters concerning the Staff Assisting the Audit & Supervisory Board Members
- AIGJH shall assign appropriate staff with capability and relevant competency to support the Audit & Supervisory Board Members in carrying out their responsibilities (the “Auditor Support Staff”) upon request from an Audit & Supervisory Board Member(s).
- In order to ensure the independence of the Auditor Support Staff from the Directors and corporate officers of AIGJH, AIGJH shall carry out the appointment, termination, performance assessment, remuneration, disciplinary action and dismissal of the Auditor Support Staff with the prior consent of the full-time Audit & Supervisory Board Member(s).
- AIGJH shall take due care not to restrict or otherwise interfere with the activities of the Auditor Support Staff inappropriately.
- AIGJH shall not assign the Auditor Support Staff to operational functions at AIGJH without the prior consent of the Audit & Supervisory Board Members, and within the scope of their duties as Auditor Support Staff, they shall adhere to the directions and instructions of the Audit & Supervisory Board Members and shall not have any reporting line to the Directors, corporate officers and staff.
7. Frameworks to Ensure Appropriate Reporting to the Audit & Supervisory Board Members
- The Directors and corporate officers shall make reports to the Audit & Supervisory Board Members about all affairs required to be reported by laws and regulations, the status of operations, finance, compliance, risk management and internal audits, all matters materially affecting the business or corporate organization that require approval, and the status of whistleblowing (the “Matters for Reporting”). The staff shall be able to communicate directly with the Audit & Supervisory Board Members on the Matters for Reporting.
- AIGJH shall implement frameworks to ensure that any reports on the Matters for Reporting are duly delivered to the Audit & Supervisory Board Members of AIGJH by the Directors, etc., the Audit & Supervisory Board Members and the staff of the AIGJH Subsidiaries or any persons who receive the reports from them.
- The Directors, corporate officers and the staff shall promptly respond to request for reporting from the Audit & Supervisory Board Members.
- AIGJH shall ensure that any persons making reporting to the Audit & Supervisory Board Members under the preceding sections shall not be retaliated against due to such reporting.
8. Other Frameworks to Ensure Effective Audit by the Audits & Supervisory Board Members
- The Board of Directors shall establish an audit environment necessary for the Audit & Supervisory Board Members to carry out their responsibilities.
- The Audit & Supervisory Board Members shall attend the meetings of the Board of Directors. They may attend and give opinions at the meetings of committees and any other important meetings of AIGJH.
- The Audit & Supervisory Board Members of AIGJH shall have unrestricted access to the minutes of the Board of Directors, the committees and other important meetings, and any other records concerning determinations by the Directors, etc. and the staff.
- The representative Directors and other executive Directors shall exchange views with the Audit & Supervisory Board Members on issues, such as material audit matters, periodically, and they also shall ensure opportunities for the Audit & Supervisory Board Members to communicate directly with the external accounting auditors.
- The Directors, etc. and the staff and the Internal Audit Division shall cooperate in the audit activities of the Audit & Supervisory Board Members when so requested by them.
- AIGJH shall ensure opportunities for the Audit & Supervisory Board Members to communicate directly with the Directors, etc., the Audit & Supervisory Board Members, the external accounting auditors, and the Internal Audit Division of the AIGJH Subsidiaries.
- AIGJH shall bear any expenses required for performing the duties of Audit & Supervisory Board Members unless AIGJH proves that such expenses are unnecessary for them to fulfill their duties.