Board of Directors and Management of Tokio Marine Life Insurance

Scope of Authority, Duty, and Responsibility

1. Establish vision, policy, strategy, business targets, and direction. Supervise and control the management to execute as defined.

2. Establish structure and procedures to align with the rules, regulations, and resolutions of the committee and/or shareholders, including business ethics. 

3. Establish structure and procedures for proper risk management, compliance, audit, and internal control.  

4. Establish structure and procedures for maintaining risk-based capital at a stable level, sufficient for business operations, and managing risks.

5. Follow up and evaluate management to ensure the achievement of strategies within the budget approved by the Board of Directors.

6. Establish guidelines for evaluating the performance of top management.

7. Establish guidelines for accounting practices and the maintenance of accounting and related documents, ensuring the proper disclosure of information.

8. Oversee to ensure compliance with the submission procedure of external audit reports and management opinions to the Board of Directors as required by law.

9. Oversee and execute to ensure the executives follow ethical guidelines.

10. Formulate a good corporate governance policy, a policy related to social responsibility, and a policy addressing anti-corruption and bribery.

11. Disclose information concerning conflicts of interest or related activities. 

12. Propose and seek approval from shareholders for significant activities as defined by the Group Company.

Scope of Authority, Duty, and Responsibility 

1. Review financial reporting accurately and thoroughly. 

2. Establish an internal control system and an effective internal auditing system. Consider the independence of the internal audit department, including agreeing to decisions regarding appointment, rotation, and termination of the Head of Internal Audit or any other departments responsible for internal audit.

3. Review the company’s compliance with securities and exchange laws, regulations of the Stock Exchange of Thailand, and other laws related to the company's business.

4. Consider, select, and propose the appointment of individuals with independence to serve as auditors for the company, and propose their compensation. Additionally, attend meetings with auditors without the involvement of management at least once a year.

5. Consider related parties transactions or transactions with the possibility of conflicts of interest to ensure compliance with the laws and regulations of the Stock Exchange of Thailand. Verify that such transactions are reasonable and serve the highest benefit of the company.

6. Regularly report the results of internal control and internal audit to the Board of Directors on an annual basis.

Scope of Authority, Duty, and Responsibility

1. Formulate a risk management policy that includes at least the risks stipulated by law and propose it to the Board of Directors for approval.

2. Establish a risk management strategy aligned with the policy, and assess and monitor the risks to ensure they remain at an acceptable level.

3. Assess the sufficiency of the risk management strategy, including the efficiency of the company’s risk management. 

4. Report the company’s risk management to the Committee on a quarterly basis to seek advice on updates to ensure proper alignment with the policy and strategy.

5. Define the objectives, authority, and responsibilities of the risk management department. 

6. Formulate a policy and guidelines for business continuity and a plan to propose to the Board of Directors for approval. The plan will detail each execution step and will cover at least the steps outlined in the BCM and BCP as stipulated by law.

7. Consult with or conduct a meeting with the Audit Committee as requested by the Audit Committee.

8. Report the results of risk management to the Board of Directors on an annual basis. 

9. Handle other matters as assigned by the Board of Directors.

Scope of Authority, Duty, and Responsibility

1. Formulate an investment policy, an enterprise risk management policy, and appropriate investment-related risk management procedures.

2. Consider and approve investment plans. 

3. Monitor investment performance and implement an appropriate internal control system.

4. Oversee the company’s investments and investment guidelines.

5. Oversee governance, transparency, and the prevention of conflicts of interest.

6. Report investment performance to the Committee on regular basis. 

Scope, Authority, Duty, and Responsibility

1. Consider, nominate, and select qualified individuals for the Board of Directors and Committees to propose to the Board of Directors and/or for approval at the Shareholders meeting, in accordance with the company’s articles of association, as applicable.

2. Consider, nominate, and select qualified individuals for top management positions to propose to the Board of Directors for approval. 

3. Consider defining and revising the remuneration and other incentives for the Board of Directors and top management, and propose them for approval by the Board of Directors and/or for approval at the Shareholders meeting, as applicable, in accordance with the company’s articles of association.

4. Perform other tasks as assigned by the Board of Directors.