[Last-mile Workers Union] Tokio Marine asked about the "response after learning about it". Mr. Watanabe, what did you do after learning about it?

Speaking of knowing significant information does not prove that you acted as a manager. Who knew what from whom, where did you convey it, what documents did you examine, and what corrections did you make? Only by having such records can you explain the company’s actions.

The explanation given by Watanabe Makoto, a senior official from the last mile, covers everything from the actions of the former officer to information regarding the indictment to the outlook for future criminal proceedings. If I were to elaborate on this, I would also like the company to provide a detailed explanation of its actions after receiving this information.

In the Big Motor issue, the response of those who received the information was also questioned.

Administrative measures announced by the Financial Services Agency on January 25, 2024So, in addition to Big Motor’s fraudulent claims, it has also been pointed out that Tokio Marine failed to take adequate measures while receiving reports regarding signs of fraud and the actual situation. The handling of internal reports and important information that should be communicated to the authorities also became problematic.

This case illustrates that in addition to the actions of the person who carried out the transaction and the target company, the company’s decision in receiving the information is also subject to verification. Rather than applying the sanctions under the Insurance Business Act directly to other industries, it is important to compare how the organization that received the warning information acted.

Just explaining that "the problem is on the other side" does not answer the question of why they didn't investigate or report it. For those with the information, there is another issue: how they handled that information.

Please show the company's actions in chronological order, from the national tax investigation to explanations to senior management.

The union understands that a final-mile and related investigation by the tax authorities was conducted at the end of May 2024. The Maizuka-zukuri memo also contains details regarding transactions between the company, Mr. Watanabe, and related parties and organizations. We are asking the company what it knew about these matters and what steps it took to verify them.

Furthermore, it has been reported that senior management has explained to Watanabe that he “initiated” the actions against former executives and others. Not only should these be presented separately, but the order in which the information was obtained and the company’s decision-making should also be organized into a chronological sequence.

What did you submit to the national tax investigation? Who considered the company transaction issues? When new information came in regarding former executives, did you review past decisions? This chronological sequence should also be presented in a more concrete way so that the management’s explanations can be more specific.

Reporting to an audit firm and talking to senior management are not the same thing.

It is important to distinguish between explaining the situation to senior management and submitting verifiable materials to the Audit Committee and the accounting auditor. There are also cases where only part of the information is conveyed, and cases where the entire picture, including the company's involvement, is conveyed.

What the union is seeking is not just a conclusion that “we have discussed this with the audit firm.” It is the relationship between the responses—which documents are given, which transactions are explained, and which questions are asked, and how those questions are answered. The way a union approaches discussions with the Tokyo Stock Exchange also matters; whether it hears abstract generalities or presents specific facts about the company.

If it was not sufficiently substantiated at the time, please indicate which documents were added later. If you still cannot confirm the evidence, you will be asked why you advised the senior management to determine a significant development. Whether you knew or not, there are matters that the company should explain.

Mr. Watanabe and public questions to the company's supervisory body

1. Can you provide the date the company first became aware of the information regarding the National Tax Investigation, the Maizukata memo, and the former officer, and the documents confirming that at that time?
2. After gathering the information, who made the decision to conduct the investigation, to wait for additional confirmation, or to refrain from doing so? Is the reason for that recorded?
3. Have you explained the matter to the Audit and Supervisory Committee, the Accounting Auditor, and the Tokyo Stock Exchange, including the involvement of the company itself and the current management? If there are any matters omitted from the explanation, what is the reason?
4. Is the content that Mr. Watanabe explained to the executives consistent with the information reported to these organizations? If there are any discrepancies, which of the two pieces of information does the company adopt?

The union demands that the decision be independently verified after the investigation is completed.

1. Organize the gathering of information, internal reporting, research, consultation with external parties, and decision-making regarding disclosure in accordance with the date and supporting documentation.
2. Only the person who decided on the response at the time should make that decision; please do not judge its appropriateness based on their own personal opinion.
3. If it is found that there is a failure to report, insufficient investigation, or inconsistent explanations, please make the necessary additional reports and corrections, and explain why this situation occurred.

Rather than being an information gatherer, please show the records you have handled.

Having information about a problem should be used to move the company forward. In a scene where the former officer is speaking about his responsibilities, the explanation that he is detailed but becomes abstract when asked about the company’s supervision and reporting is unclear about what the information is being used for.

Anyone who reports a problem to the company should preserve a record of the details of the incident, the person involved, the response, and the subsequent course of events. Rather than just saying that Watanabe knew about it sooner than anyone else, I would like him to indicate what he did after learning about it. The reputation of being an “information hawk” is no substitute for the minutes of board meetings or reporting to the audit committee.