The Sompo Holdings Group places great importance on strengthening relationships of trust with all stakeholders by constantly improving transparency and fairness of corporate governance and fulfilling its corporate social responsibility. The Board of Directors of Sompo Holdings formulated the Corporate Governance Policy to clarify basic policies regarding the formation of the overall vision for the Company’s governance structure and governance framework. We continue to improve our corporate governance and aim to establish optimal systems.
The Company has made solid progress in reinforcing the management structure of the Group, designing and operating a hybrid-type corporate governance structure that has a Nomination and Compensation Committee and an Audit & Supervisory Board. We adopted a Business Owner System in fiscal 2016 and a Group Chief Officer (CxO) system in fiscal 2017. Subsequently, in June 2019 Sompo Holdings changed from a Company with Audit & Supervisory Board structure to a Company with Committees structure, enabling it to more swiftly and proactively make decisions pertaining to business execution and realize the vision of the Group.
Transition to a Company with Committees Structure
Sompo Holdings shifted to a Company with Committees structure in June 2019 as part of efforts to reinforce corporate governance. Separating management supervision from business execution allows the Company to reinforce the supervisory function of the Board of Directors and delegate significant authority to executive divisions for swifter business execution. The Company also established three legally mandated committees: the Nomination Committee, the Audit Committee, and the Compensation Committee. Such measures have formed a governance structure that achieves greater transparency and fairness.
Under the comprehensive oversight of the Group CEO and Group COO, executive officers appointed by the Board of Directors make decisions and conduct business execution on matters delegated by the Board of Directors. The Business Owner System and the Group Chief Officer (CxO) system are already in place for agile and flexible decision-making and business execution as well as for clarifying the division of authority and responsibility.
Establishment of Global ExCo and MAC
Sompo Holdings newly established the Global Executive Committee (“Global ExCo”) as the highest executive committee to discuss Group-wide strategic issues and other important matters. Global ExCo, an advisory body to the Group CEO, includes key members representing the overseas insurance business and discusses subjects that have significant impact on management, such as Group-wide management strategies and business operation policies based on high-level insight and wide-ranging views from a global perspective. The decisions by the Global ExCo are promptly reflected in strategies at the individual business level and then translated into specific business decisions and actions to speed up the entire process.
Important matters related to domestic businesses and operational management are discussed in detail by the Managerial Administrative Committee (MAC), an advisory body to the Group COO, and then implemented in operations. The decisions and discussions at MAC are shared with members of the Global ExCo so that both the Global ExCo and MAC fully function organically and thereby solidify these committees.
Supervisory Framework
The Company has elected to adopt a Company with Committees structure as of June 2019 as part of efforts to strengthen corporate governance by separating management supervision from business execution, in order to reinforce the supervisory function of the Board of Directors and to accelerate business execution by delegating substantial authority to executive officers. The Company also established three legally mandated committees: the Nomination Committee, the Audit Committee, and the Compensation Committee. This has put into place a governance system with improved transparency and fairness.
Directors and Executive Officers
Business Execution Framework
In this time of heightened volatility, uncertainty, complexity, and ambiguity (VUCA), a flexible and responsive management system is of utmost importance.
To achieve such a management system, the Sompo Holdings Group has built a matrix-style management system comprising vertical and horizontal axes under the overall supervision of the Group CEO and Group COO. On the vertical axis, Business Owners, who are heads of business segments, are delegated substantial authority to allow them to perform swift decision-making and business execution. On the horizontal axis, Group Chief Officers, who are the highest authority in their respective functional areas, oversee their area of responsibility on a Group-wide basis to ensure decision-making that is best for the Group and exercise functions laterally across the Group.
Business Owner System
Business Owners are responsible for advancing plans for the entirety of their respective business segments while also helping build “A Theme Park for Security, Health & Wellbeing,”in order to contribute to the realization of the Group Management Philosophy and implement the Group’s management plans. Accordingly, Business Owners are endowed with significant authority, related to areas such as business strategy formulation, investment decision-making, and human resource assignment, as required, to accomplish those objectives.
Since the introduction of the Business Owner system in April 2016, Business Owners have been leading their business segments in implementing dynamic growth strategies and in taking flexible and responsive action to address issues through swift decision-making and business execution.
Group CxO System
Under the Group CxO system, Group Chief Officers act as the highest authority for the Group in their respective functional areas. In this capacity, they exercise their functions in the Group’s best interests, acting laterally across the Group based on the Group’s strategies and on their roles and responsibilities.
The Group CxO system was introduced in April 2017 to serve as a framework designed to promote strong, missiondriven leadership. The roles and functions as well as the skills and experience required of each Group Chief Officer are defined in the Group’s function portfolio.
The roles and functions of Group Chief Officers as well as the number of officers and the fields for which officer positions exist are not set but will rather be flexibly revised as the operating environment of the Group or the management issues it faces change.
Directors and Executive Officers
