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Ensuring More Effective Governance

Our Group considers restoring the trust of our stakeholders to be its top priority and is continuously committed to enhancing the effectiveness of its governance. Since 2024, we have been working to fundamentally strengthen our management and governance framework, establish systems to ensure the sound and proper operation of our subsidiaries, and develop a framework to foster a healthy corporate culture.

Diagram: SOMPO Group management and governance structure.

(1)Fundamentally strengthen our management and governance framework

  1. Appoint an independent director* as chair of the Board of Directors
  2. Promote more active discussion at Board meetings
    For details, please refer to the Message from the chair of the Board.
  3. Analyze, evaluate the effectiveness of the Board of Directors as a whole using outside experts
  4. Group CAE: Appoint the best talent from a global perspective
    For details, please refer to the Message from the chair of the Board.

(2)Establish systems to ensure the sound and proper operation of our subsidiaries

  1. Gather voices from employees of Group companies
  2. Regularly exchange opinions between the Audit Committee, the Group CRO, and Senior Executive Vice President in charge of Compliance
  3. Improve effectiveness of internal audit functions
    For details, please refer to the Audit Committee.

(3)Take initiatives to foster a healthy corporate culture

  1. Review Sompo Group Compliance Code of Conduct and promote the use of SOMPO’s Yes to officers and employees
    For details, please refer to Group Internal Control.
  2. Revise the Policies for Appointment of Directors and Executive Officers to reflect the new Group Common Competencies
    For details, please refer to the Nomination Committee.
  3. Revise the Basic concept of Compensation for Directors and Executive Officers to reflect the new Group Common Competencies, and change the Group executive compensation system
    For details, please refer to the Compensation Committee.

For information on our submission of the business improvement plan regarding the improper management of insurance contract information, see the following document.

For information on the progress of our business improvement plans regarding insurance premium adjustment practices and our response to fraudulent auto insurance claims, see the following document.

Note:The Company will determine the independence from the Company of Outside Directors based on the matters set forth below:

A.Personal Relationships: A kinship between the candidate and any officer or employee of the Group, status of mutual appointments of officers between the company and the company which the candidate is originally from.

B.Capital Relationships: The holding of shares in the Company by the candidate and the status of shareholding by the Group.

C.Business Relationships: Business transactions or donations between the Group and the candidate.

D.Significant interests other than the above.

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