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Nomination Committee

Image:Outside Director Chair of the Nomination Committee Scott Trevor Davis A management structure to promote integrated Group-wide initiatives

The aim of the Nomination Committee is to improve the transparency and fairness of the Sompo Group’s governance by bringing an external perspective to deliberations relating to the appointment or dismissal of the directors, executive officers and senior vice presidents of all Group companies.

To fulfill SOMPO’s Purpose, the Group is currently focused on realizing the Sompo Group vision through increasing the resilience of the domestic P&C insurance business, while also developing the seamless provision of services to customers within the wellbeing business. In FY2025, to accelerate the achievement of this vision, we consolidated operations into two business units, SOMPO P&C and SOMPO Wellbeing. Each unit has a freshly appointed Business CEO to oversee its development. The delegation of certain responsibilities from the Group CEO to each Business CEO is an organizational change aimed not only at speeding up decision-making, but also at promoting integrated Group-wide initiatives based on the discussions of each Management Board.

To lead the new structure, the Nomination Committee picked Mr.James Shea as the CEO of SOMPO P&C and Mr. Yasuhiro Oba as the CEO of SOMPO Wellbeing, alongside the appointment of various executives and senior vice presidents to support the new set-up. We have also formulated succession plans for these and other leadership roles critical to continuing Group transformation and growth; and are constantly discussing and interviewing potential candidates to ensure there is a stable and effective process for appointing high-quality people with diverse expertise and experience to senior positions. In doing so, we aim to appoint appropriate candidates for realizing SOMPO’s Purpose and enhancing corporate value, keeping in mind the need to build management structures resistant to any reoccurrence of the various malfeasance issues affecting Sompo from 2023 onwards, while also ensuring management is effectively supported through oversight and advisory roles.

Going forward, by building the most appropriate portfolio of diverse and talented managers to lead the Group based on the discussions of the Nomination Committee, we will contribute to achieving SOMPO’s Purpose and raising corporate value.

Achievements in FY2024

A total of 11 Nomination Committee meetings were held in FY2024. The principal agenda items that were discussed at these meetings are outlined below.

Category Overview
Revision of Policies for Appointment
of Directors and Executive Officers
To appoint directors and executive officers capable of instilling a common set of expected behaviors across the Group’s entire organization, the committee resolved to fully reflect the revised set of “Group Common Competencies” in the appointment standards for these positions, and to include a new requirement for consistency with SOMPO’s Values.
Formulation/execution of
succession plans
The committee formulated and approved succession plans for the leadership roles critical to achieving SOMPO’s Purpose and supporting ongoing Group transformation and growth, with the aim of ensuring a stable and effective process for the appointment to senior positions of high-quality people with diverse expertise and experience.
Candidate selection (directors) The committee approved a list of directorial candidates for the resolution submitted to the Annual General Meeting of Shareholders, based on internal appointment standards for directors and the need to create a balanced portfolio of talent for the Board of Directors.
Candidate selection (executives/
senior VPs)
The committee approved the submission to the Board of a resolution on the appointment of executives and senior VPs as part of moves in FY2025 to establish a new management structure, including the appointment of Business CEOs to speed up initiatives at SOMPO P&C and SOMPO Wellbeing.
Appointment of directors for Sompo
Japan Insurance
and Sompo Himawari Life Insurance
The committee approved lists of directorial candidates that were duly submitted as recommendations to the Boards of both Sompo Japan Insurance and Sompo Himawari Life Insurance.

TOPICS

“Policies for Appointment of Directors and Executive Officers” formulated, based on new “Group Common Competencies”

Focused on SOMPO’s Purpose and the corporate philosophy of the Group, the aim is to harness our collective efforts to transform the corporate culture so employees can speak up and diverse views are accepted. Within the new corporate philosophy set-up, SOMPO’s Values are defined as Integrity, Self-motivation and Diversity, and these form the foundation for all judgments and actions underlying Group-wide efforts to achieve SOMPO’s Purpose. Based on the starting point of SOMPO’s Values, we have also re-introduced expectations for daily actions and revised the “Group Common Competencies”.

In line with the above, the Nomination Committee revised the Policies for Appointment of Directors and Executive Officers, based on the revised set of “Group Common Competencies”, and ensured that behavioral expectations were fully reflected in standards applied to executive and senior VP appointments. In addition, the committee resolved to establish SOMPO’s Values as a common requirement for Policies for appointment of Directors.

These moves clarified that the Nomination Committee will seek to appoint executives and senior VPs capable of leading the Group-wide entrenchment of expected behaviors as part of fostering such a culture across the organization.

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