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Audit Committee

Image:Outside Director Chair of the Audit Committee Misuzu Shibata Effective audits strengthen the new management framework’s momentum

FY2024 initiatives

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 head of business segment, 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 Insurance—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.

How we can support the new group management framework

We recognize that the new management framework that establishes two business units—SOMPO P&C and SOMPO Wellbeing—aims to speed up and achieve the various measures outlined in the Mid-Term Management Plan, with the goal of realizing the vision for the Group in 2030. This represents a major challenge, as Okumura Group CEO acknowledged in affirming his strong commitment and resolve, noting that now is the time to change the corporate culture and values and that it is precisely in difficult times that the company has to take the next step forward. The Audit Committee intends to carry out its audits with the perspective of ensuring that there are reliable checks in place when they are needed, boosting confidence in those checks, and encouraging the forward-looking progress of management. To make sure that the new management framework functions properly, we will closely monitor whether authority and the organizational structure are aligned with the Group’s objectives and whether vital Group matters are being reported to the Board of Sompo Holdings, thus ensuring that the various business CEOs of SOMPO P&C and SOMPO Wellbeing are being properly led.

Achievements in FY2024

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

Category Overview
Formulation of basic audit policy and audit plan Based on the vision the Group is aspiring to and the issues identified in the Audit Committee’s activities in FY2023, the committee defined key audit categories and formulated a basic audit policy and audit plan.
Attending key executive meetings We attended key executive meetings and reviewed relevant documents to understand the company’s critical decision-making processes and business execution, and expressed our views when it seemed necessary.
Confirming the response to misconduct and other matters The Group CRO and the Senior Executive Vice President in charge of Compliance reported to our committee quarterly (or on an ad hoc basis in particular cases) on the status of responses to serious risks in the Group, misconduct and the occurrence of serious incidents at subsidiaries, and the implementation of measures to prevent recurrence, and we made recommendations and expressed opinions as necessary.
Meetings with representative executive officer, CEOs of each business, Group CxOs, general managers of departments and officers, and Group company directors and executives Through the various meetings, we sought to gauge awareness of issues and the state of the business on the ground, confirmed progress and views on key audit categories, and engaged in free and open exchanges of opinions.

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 business CEOs (effective April 1, 2025, the title of business CEOs was changed to head of business segment) 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.

FY2025 key audit categories

As in FY2024, the business improvement plans remains a critical ongoing initiative for the Group, so we are making this a key focus of our auditing for FY2025. We have also newly designated the status of the new framework of SOMPO P&C and SOMPO Wellbeing as a key audit category, and will closely monitor whether appropriate systems are in place and functioning in the new framework.

Category Auditing perspective
Status of business improvement plans
* Ongoing category from FY2024
  • Proper management of progress and reporting system for the business improvement plans
  • Roles played by by Sompo Holdings executives in Sompo Holdings-led initiatives
Status of the new management structure of SOMPO P&C and SOMPO Wellbeing
  • Establishment and functioning of the leadership structure for each business CEO
  • Smooth decision-making and business execution
  • Reporting and discussion of important matters
  • Human resource allocation and development
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