Features of Our Corporate Governance
Robust Corporate Governance
We have a hybrid governance model, which heightens the effectiveness of governance, incorporating many of the advantages of adopting “a company with committees” organizational structure.
Multiple outside directors contributing to a diverse Board of Directors
One-third of directors, or four out of 12 directors, are outside directors. The outside directors have diverse backgrounds: two are managers, one is a legal expert, and one is a professor (two are women and one is non-Japanese).
Oversight and auditing functions through Audit & Supervisory Board members and an Audit & Supervisory Board
A majority of Audit & Supervisory Board members, specifically, three out of five members, are outside Audit & Supervisory Board members. They provide oversight and auditing from a position independent of management, participate in various internal committees, and are involved in decisions on the validity of business execution.
Establishment of a Nomination and Compensation Committee
The Nomination and Compensation Committee has been established as an advisory body to the Board of Directors intended to improve transparency and fairness regarding director and executive officer nomination and compensation.
The Nomination and Compensation Committee comprises five members (four outside directors and one internal director [the Group CEO]) and is chaired by an outside director. This committee is responsible for evaluating directors and executive officers and discussing compensation schemes for directors and executive officers as well as individual compensation amounts and reporting to the Board of Directors on these matters. The results of evaluations by the committee are reflected in yearly decisions regarding the reappointment of each officer. When evaluating the Group CEO, discussions are held among only the outside directors on the committee, and the results of these evaluations are reported to the Board of Directors in order to ensure the objectivity, timeliness, and transparency of the process regarding the reappointment of the Group CEO.
System to support proactive engagement of outside directors and outside Audit & Supervisory Board members
Board of Directors meetings and preliminary briefing sessions are conducted in an integrated manner to facilitate extensive and constructive discussions as well as effective proceedings at meetings of the Board of Directors. In addition, meetings between outside directors and the Group CEO are held to allow for free exchanges of opinions among outside directors and between these directors and the highest authority for executive management.
Evaluation of the effectiveness of the Board of Directors
In order to enable the Board of Directors to fully exercise its supervisory function as well as its function for encouraging appropriate risk-taking by executive management, the Company convenes integrated Board of Directors and preliminary briefing session meetings to promote open and unrestricted discussions. In addition, the Company employs means such as discussions on the roles of the holding company in Group management, exchanges of opinions between only the Group CEO and outside directors, self-assessments and overall reviews by Group Chief Officers, exchanges of opinions between representative directors and Audit & Supervisory Board members, and director surveys to provide opportunities to assess and identify issues regarding the effectiveness of the Board of Directors from a wide range of perspectives. By implementing the necessary improvements based on these efforts, the Company builds a governance structure to improve transparent and objective decision-making processes and supervisory functions.
In fiscal 2017, the Board of Directors made timely and appropriate decisions on Group frameworks and growth strategies such as building a robust growth foundation for the overseas insurance business and utilizing digital technologies to realize innovation. In this process, discussions were held at various junctures on the roles that the Company should play to facilitate the Group’s sustained growth and further increase corporate value—such as deciding on the Company’s involvement in the management of operating companies based on the stages and environments of each operating company and allocating the necessary resources and supporting transformation of business models.
The results of such discussions are being reflected in efforts to narrow down the items to be discussed by the Board of Directors, review roles and functions within the Group, and formulate business plans, among other activities.
The Company considers this dynamic plan-do-check-act (PDCA) cycle to be functioning effectively, and going forward, the Company believes that continuing discussions from a broad range of perspectives and points of view and utilizing the results as feedback for the Group as a whole will allow for more advanced governance and enable us to respond to the expectations of all of our stakeholders.