Our Group is continuously engaged in further improvement of company governance in accordance with the Corporate
Governance Code to raise medium-term company value and promote continuous Group growth. We transitioned to
“Company with committees” in June 2019 as a part of strengthening our corporate governance system.
We enforce each and every principle of the Corporate Governance Code. We comply with the recommendation that, if a
listed company believes it necessary to appoint at least one-third of directors as independent outside directors, it
should appoint a sufficient number of independent outside directors (CG Code Principle 4.8), and as of the closing
of our 10th Ordinary General Meeting of Shareholders, more than half of our directors (nine out of 12) were outside
directors. Of these, 11 are Japanese, one is non-Japanese, nine are men, and three are women. Additionally, the
average term of office (including period as a member of Audit & Supervisory Board) is 3.5 years.
Please see our Corporate Governance Overview
for information on our fundamental principles and other information related to Corporate Governance.
Furthermore, at Sompo Holdings’ group company Sompo Asset Management, the Standards for Exercising Voting
Rights for Domestic Stocks based on our Proxy Voting Guidelines lays out specific decision-making criteria that
deems a candidate ineligible when either 1 or 2 below applies, and in principle we will dissent against such
|(1) A person with lower than 75% attendance rate at Board of Directors meetings,
without justifiable reason
(2) A person who serves as outside director or outside auditor at five companies or more simultaneously,
and who has lower than 80% attendance rate at Board of Directors meetings
We will continue to strengthen our company’s corporate governance system based on these kinds of
●Number of meetings held by the Board of Directors and the Board of Corporate Auditors as well as the
participation status of the Board Members
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 10 times
Attendance: 100% of Directors, 100% of Audit & Supervisory Board Members
|Audit & Supervisory Board meetings
||Held 14 times
●Compensation for Directors and Audit & Supervisory Board Members (FY2019)
●Ratio between CEO compensation and employee average compensation
Ratio of CEO compensation to
employee average compensation is as follows:follows
(Notes) 1 The number of “Shares with full voting rights (Others)” includes 1,000 shares of common stock (10 units of
voting rights) in the name of Japan Securities Depository Center, Inc., and 1,053,400 shares of the Company’s common
stock (10,534 units of voting rights) held by Mizuho Trust & Banking Co., Ltd. (retrusted to Trust E account at
Trust & Custody Services Bank, Ltd.) under Board Benefit Trust (BBT). These 10,534 units of voting rights are not
2 Number of common stock in “Shares less than one unit” includes 7 shares of treasury stock held by the Company, 76
shares in the name of Japan Securities Depository Center, Inc. and 63 shares in crossholding stock (held by Daisho
Sangyo Co., Ltd.).
- Data from consolidated companies in Japan do not include nursing care business.
●Customer privacy protection
Sompo Japan confirms matters regarding invasion of customer privacy internally.
The number of claims received in relation to leakage of customer’s personal information (such as loss or
unintentional disposal) in FY2019 was 167.
Sompo Japan treats incidents that the Company became aware of internally as claims and ensures appropriate actions
are taken, such as notifying outside parties.