The Statutory Committee Performance

About the Nomination Committee

The aim of the Nomination Committee is to improve the transparency and fairness of the Sompo Group’s governance by bringing an external perspective to deliberations relating to the appointment or dismissal of the directors, executive officers and senior vice presidents of all Group companies.
To fulfill SOMPO’s Purpose, the Group is currently focused on realizing the Sompo Group vision through increasing the resilience of the domestic P&C insurance business, while also developing the seamless provision of services to customers within the wellbeing business. In FY2025, to accelerate the achievement of this vision, we consolidated operations into two business units, SOMPO P&C and SOMPO Wellbeing. Each unit has a freshly appointed Business CEO to oversee its development. The delegation of certain responsibilities from the Group CEO to each Business CEO is an organizational change aimed not only at speeding up decision-making, but also at promoting integrated Group-wide initiatives based on the discussions of each Management Board.
To lead the new structure, the Nomination Committee picked James Shea as the CEO of SOMPO P&C and Yasuhiro Oba as the CEO of SOMPO Wellbeing, alongside the appointment of various executives and senior vice presidents to support the new set-up. We have also formulated succession plans for these and other leadership roles critical to continuing Group transformation and growth; and are constantly discussing and interviewing potential candidates to ensure there is a stable and effective process for appointing high-quality people with diverse expertise and experience to senior positions. In doing so, we aim to appoint appropriate candidates for realizing SOMPO’s Purpose and enhancing corporate value, keeping in mind the need to build management structures resistant to any reoccurrence of the various malfeasance issues affecting Sompo from 2023 onwards, while also ensuring management is effectively supported through oversight and advisory roles.
Going forward, by building the most appropriate portfolio of diverse and talented managers to lead the Group based on the discussions of the Nomination Committee, we will contribute to achieving SOMPO’s Purpose and raising corporate value.

Activities and Achievements

A total of 11 Nomination Committee meetings were held in FY2024. The principal agenda items that were discussed at these meetings are outlined below.

About the Audit Committee

Under a highly specialized framework that capitalizes on each member’s experience and knowledge, the Audit Committee conducts auditing activities with the mission of protecting the interests of stakeholders by sharing information and actively exchanging opinions among its members, as well as collaborating with the Group CAE and Internal Audit Department.
The Audit Committee formulates basic audit policies and draws up audit plans, carries out auditing activities throughout the year in accordance with the audit plans, submits audit reports at the end of the fiscal year, and summarizes its auditing activities. We frequently report on our activities to the Audit Committee and regularly confirm progress in the audit plans.
Auditing activities throughout the year include attending key meetings of the Board of Directors and senior executives, confirming important decisions, and gathering information through meetings with the Representative Executive Officer, with the CEOs of each business (effective April 1, 2025, the title of CEOs of each business position was changed to business officer) and Group CxOs, with general managers of departments and officers, and with Group company directors and executives. Auditors then supervise the status of the execution of duties by directors and executive officers and offer necessary opinions and recommendations.
The Audit Committee has positioned the progress of the business improvement plans as one of its key audit categories. In our monitoring, we are putting emphasis on confirming whether the various measures are having their intended effect—that is, identifying any gaps between management and the front lines,and whether bad news is being reported accurately to the senior management team. As it is critical that the second line of governance—the Risk Management and Compliance Departments—and the third line—the Internal Audit Department—are functioning properly, the Audit Committee received reports directly from the Group Chief Risk Officer (CRO) quarterly. These enable an exchange of views based on information, including candid impressions and intuitions, while also striving to gauge the situation on the ground by improving both the quality and quantity of reports from the Internal Audit Department.
For instance, the Internal Audit Department administered a questionnaire and conducted interviews regarding Sompo Japan Insurance’s “Dorotama Box” for employee feedback. What we found was not only positive aspects but also suggestions for improvement. We initially reported the results to the Audit Committee, and then reported the situation on the ground to the Board of Directors of Sompo Holdings. I view this as a sign of progress.
David Camputo, head of Sompo International’s Internal Audit Department, also began serving as Group Chief Audit Executive (CAE) in April 2025. Through repeated dialogue with the various business managers, he is working to establish an optimal audit approach that takes into account the nature of each business while also aiming for consistent and efficient audits across the Group, and is also helping to hone the expertise of Internal Audit Department members. I heard recently that there has been an increase in people wanting to transfer to the Internal Audit Department at Sompo Japan—I take this as a positive development, and on behalf of the Audit Committee, I intend to deepen cooperation with him to further strengthen the Group’s third line of defense.
In addition, outside directors, including members of the Audit Committee, took part in training for Sompo Japan’s leadership team in FY2024. I believe this enabled them to grasp what employees on the front lines are talking about and hold more realistic discussions and exchanges of views with executives.
However, much of the concrete impact of the business improvement plans will only become evident going forward. Things inevitably take time, especially when it comes to corporate culture. Having received yet another business improvement order at the end of FY2024, it goes without saying that FY2025 is a pivotal year in which the Group must be even more diligent in its efforts. The Audit Committee will do its part in continuing to monitor the current situation to see where the Group is heading, in terms of what it should aim to become and whether its efforts are bearing substantial fruit.

Activities and Achievements

A total of 15 Audit Committee meetings were held in FY2024. Major audit activities for the year are as follows.

About the Compensation Committee

The mission of the Compensation Committee is to improve the transparency and fairness of Sompo Group governance by bringing an external perspective to deliberations relating to the remuneration of directors, executive officers and senior vice presidents at all Group companies. We believe it is vital that the executive compensation structure provides truly effective incentives to people in these positions, while also demonstrating effective governance and contributing to growth in corporate value.
In FY2024, while also incorporating the views of external experts, we conducted repeated, comprehensive reviews into whether the Group’s executive compensation structure provided appropriate drivers for helping to prevent reoccurrence of the various malfeasance issues that affected the Group from 2023 onwards, and for promoting SOMPO’s Purpose while enhancing corporate value. Our analysis also considered these issues from the perspective of incentives and stakeholder satisfaction.
The resulting changes aimed at systemic evolution included setting remuneration levels based on market trends and the global realignment of long-term incentives across the Group, both domestically and internationally.
Moreover, to accelerate the realization of the Sompo Group Vision, we have formulated a system of incentives aimed at supporting the new structure in which Group operations have been consolidated into the two business units of SOMPO P&C and SOMPO Wellbeing.
Going forward, the Compensation Committee will continue deliberating how best to create incentives that help build a highly effective Executive compensation structure, thus contributing to growth in corporate value.

Activities and Achievements

A total of 12 Compensation Committee meetings were held in FY2024. The principal agenda items that were discussed at these meetings are outlined below.