Corporate Governance Overview

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 and responsibility.

Organizational structure Company with committees, such as Nomination Committee
Number of Directors 12, of which 9 are Outside Directors
・Percentage of non-executive directors: 83% (10 out of 12)
・Percentage of outside director: 75% (9 out of 12)

Member of the Board , Nomination Committee , Audit Committee and Compensation Committee

Name Title Board of Directors Nomination Committee Audit Committee Compensation Committee
Kengo Sakurada Group CEO
Director
President and Representative Executive Officer

(Chairman)
- - -
Shinji Tsuji Group COO
Group CBO
Director
Deputy President and Representative Executive Officer
- - -
Hidenori Hanada Director - -
Sawako Nohara Director * -
(Committee Chair)
Scott Trevor Davis Director*
(Committee Chair)
-
Kazuhiro Higashi Director* -
Takashi Nawa Director* -
Misuzu Shibata Director* -
Naoki Yanagida Director* -
(Committee Chair)
-
Hideyo Uchiyama Director* - -
Atsuko Muraki Director* - -
Isao Endo Director * - -

* Outside Director as set forth in Article 2 (XV) of the Companies Act.

Executive Officers

Executive officers shall make decision and perform duties with respect to the matters delegated from the Board of Directors.

Management Structure of Corporate Governance (As of April 1, 2020)

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.

Number of Independent Directors

9 Outside Directors

  • All Outside Directors are independent as defined by the Financial Instruments and Exchange Act.
  • Standards regarding Independence of Outside Directors is disclosed in the Corporate Governance Report.

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 the Board of Directors and Audit & Supervisory Board in FY2019 as a "Company with Audit & Supervisory Board" and record of meetings of the Board of Directors, Nomination Committee, Audit Committee and Compensation Committee as a “Company with Nomination Committee, etc.”

From April 2019 to the end of the General meeting of shareholders in June 2019

Board of Directors meetings Held 3 times
Attendance: 100% of Directors, 100% of Audit & Supervisory Board Members
Audit & Supervisory Board meetings Held 3 times
Attendance: 100%

From the end of the General meeting of shareholders in June 2019 to March 2020

Board of Directors meetings Held 7 times
Attendance: 100%
Nomination Committee Held 10 times
Attendance: 100%
Audit Committee Held 11 times
Attendance: 100%
Compensation Committee Held 9 times
Attendance: 100%