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March 17, 2016
To my Fellow Shareholders,
I was appointed Lead Non-Management Director by my fellow directors this past May, and I am honored to serve
on your behalf. I am also fortunate to be surrounded by a diverse group of knowledgeable, experienced
professionals on our Board, which allows us to approach a variety of issues related to corporate governance and
our business strategy in an effective manner. On behalf of my fellow directors, I want to share with you some of
the key areas of focus since the publication of our last proxy statement.
Shareholder Engagement
Since my appointment as Lead Non-Management Director, I have worked with the Company’s Investor Relations
team to gain even more insight into the opinions and positions of our shareholders. I have also had the pleasure of
meeting a number of our shareholders beyond seeing them at our annual meeting and Financial Analyst Briefing in
New York. As a result of these efforts, the Board has received invaluable feedback for our deliberations on topics
ranging from proxy access to board composition, and I believe that this engagement has resulted in positive
actions on behalf of you, our shareholders.
Proxy Access
Proxy access was a prevalent corporate governance topic in the U.S. during the 2015 proxy season, and our
Board has always welcomed the submission of director candidates by our shareholders. After surveying the overall
stance of our shareholders on this topic and the prevailing best practice in the market, we believed that it was
appropriate to adopt a bylaw granting the right to nominate and include director candidates in our proxy materials.
A shareholder, or a group of up to 20 shareholders, who owns shares of our stock representing 3% of the votes
entitled to be cast on the election of directors, and who has owned such shares continuously for at least three
years, can nominate director candidates constituting up to 20% of the Board. We adopted this measure in
November 2015, as you may have noted by the related Form 8-K, and explain our proxy access bylaw further in
the accompanying proxy statement.
Board Effectiveness and Committee Structure
The effectiveness of our Board is of utmost importance. The Board also recognizes that we live in a dynamic world
that requires regular self-evaluation to ensure that we have the best skill set and experience for the Company in
this evolving environment. As such, we have enhanced the annual Board self-evaluation by increasing the Lead
Non-Management Director’s role.
As risk management and capital management of the Company have evolved, in 2015 we realigned the committee
structure of the Board by revising three key committees. First, the Board has adopted a revised charter for our
audit committee, which has been renamed the Audit and Risk Committee, to formalize enterprise risk oversight at
the Board level. By doing so, the Board has recognized the significant relationship between risk, including legal,
regulatory, compliance, and information security risks, and financial performance and relevant disclosures.
The Board has also made changes to the charter for the former Investment and Investment Risk Committee, which
included changing its name to the Finance and Investment Committee. Combining finance and investment
oversight recognizes shared areas of focus and natural interdependencies between investments, capital
management and excess capital generation. The Board has also explicitly charged the Finance and Investment
Committee with oversight for capital planning, GAAP and regulatory capital management, securities issuance and
capital deployment strategies, such as share repurchase and dividend policy. These actions by the Board have
aligned the Finance and Investment Committee with the Company’s internal committees overseeing finance and
investment functions.
Finally, the Board has adopted a charter and changed the name of the Acquisition Committee to the Corporate
Development Committee. As the Company is building a more comprehensive corporate development function in
the U.S. and Japan in order to more effectively identify and evaluate acquisitions and organic opportunities to