Sompo Holdings changed the governance structure to “Company with committees, such as Nomination Committee” at the General Meeting of Shareholders held in June 2019. With this transition, the Company clarifies separation between the roles and positioning of supervision and execution to further strengthen both functions, as well as forming the Board of Directors with a majority of outside directors to reinforce the governance system for supervision.
The Company utilized the business owner system, the Group Chief Officer system,
and the executive officer system, under the general oversight of the Group CEO
and Group COO, for its business operation system to enable agile and flexible
decision-making and business execution as well as ensuring the clarity of authority
||Company with committees, such as Nomination Committee
|Number of Directors
||11, of which 7 are Outside Directors
・Percentage of non-executive directors: 81% (9 out of 10)
・Percentage of outside director: 63% (7 out of 11)
* Outside Director as set forth in Article 2 (XV) of the Companies Act.
Executive officers shall make decision and perform duties with respect to the matters delegated from the Board of Directors.
Appointment of Directors and Executive Officers
Directors shall be appointed at the General Shareholders Meeting based on the selection by the Nomination Committee. Executive officers shall be appointed at the General Shareholders Meeting based on the selection by the Nomination Committee. Additionally, the company formulated the “Policies for Appointment of Directors and Executive Officers” and disclosed it to public.
- The “Policies for Appointment of Directors and Executive Officers” is stipulated in chapter 5 of the Corporate Governance Policy.
Decisions regarding compensation, etc.
The Company formulated the “Policies on Decisions regarding Compensation for Directors and Executive Officers” according to the decision by the Compensation Committee and disclosed it to public.
- The “Policies on Decisions regarding Compensation for Directors and Executive Officers” is stipulated in chapter 7 of the Corporate Governance Policy.
Record of the meetings of Board of Directors and Audit & Supervisory Board in FY2018 under the structure of a "Company with Audit & Supervisory Board"
|Board of Directors meetings
||Held 14 times
Attendance: 98.2% of Directors, 100% of Audit & Supervisory Board Members
|Audit & Supervisory Board meetings
||Held 13 times
Corporate Governance Policy