Swiss Re International SE Japan Branch Conflict of Interest Framework

Introduction

Swiss Re International SE Japan Branch ( “the Company”) will properly manage and conduct business operations in order to avoid the Company’s clients from being unduly interfered with their interests when the Company performs any transaction that may cause a conflict of interest between the Company or parent financial institutions of the Company (Paragraph 2, Article 100-2-2 of the Insurance Business Act) (collectively “the Group Companies”) and the clients or any transaction that may cause a conflict of interest between the clients of the Group Companies.

1. Definition of Conflict of Interest

“Conflict of interest” is defined as a situation where there is a conflict of interest between a Group Company and clients and a situation where there is a conflict of interest between the clients of Group Companies.

2. Identifying Transactions That May Cause Conflicts of Interest (Subject Transactions)

The Company will identify any transaction that may give rise to an undue conflict of interest ( “the Subject Transaction”) among transactions that fall under the categories indicated below and properly manage the business operations in order not to unduly interfere with the interests of clients;

  1. Any transaction where the interest of a client conflicts with the interest of the Group Company or that gives rise to a conflict of interest between the clients of the Group Companies;  
  2. Any transaction that a client and the Group Company compete for the same interest or clients of the Group Company compete the same interest; and
  3. Any transaction that the Group Company gains benefits using the information obtained through relationship with a client or that other client of the Group Company gains benefits using the information obtained through relationship with a client of the Group Company.

3. Methods of Managing Conflict of Interest

The Company will manage conflict of interest by selecting and implementing one or combination of the measures described below:

  1. Segregate the team that performs the Subject Transaction from the team that performs the transaction with the client;
  2. Change the Subject Transaction or conditions or manners of the transaction with the client;
  3. Terminate the Subject Transaction or any transaction with the client; or
  4. Disclose to the client that the Subject Transaction may unduly harm the interest of the client.

4. Framework for Management of Conflict of Interest

  1. The Company, for proper management of conflicts of interest, will identify and manage conflicts of interest in an integrated manner in compliance with current laws and regulations by appointing Compliance Officer as conflicts of interest manager that is independent of client management section.
  2. The Company ensures employees of the Company fully aware of the Conflict of Interest Policy by providing training and education to the employees.
  3. The Company properly retains all the records concerning identifying and managing the Subject Transactions for five years.
  4. The Company regularly assesses the adequacy and effectiveness of the conflict of interest management system and continuously makes improvement.

5. Scope of the companies subject to conflict of interest management

All the Group Companies including the Company and Swiss Reinsurance Company Ltd shall be subject to this Conflict of Interest management.  Group Companies, which are engaged in financial business (namely financial instruments business, banking business and insurance business) in foreign countries and do not conduct any Subject Transaction, are not subject to this conflict of interest management. However, for any Group Companies which are found to potentially conduct any Subject Transaction during the periodical assessment of Japanese domestic business operation of Group Companies, such Group Companies are subject to this conflict of interest management.