The Statutory Committee Performance

About the Nomination Committee

The Nomination Committee aims to improve transparency and fairness in the Group’s governance by introducing a third-party perspective to deliberations concerning the appointment and dismissal of Directors, Executive Officers, and Senior Vice Presidents at all Group companies. Aiming for the realization of SOMPO’s Purpose, the Company is currently promoting the enhancement of resilience in the P&C insurance business, and the provision of seamless services to our customers in the Wellbeing Business, as part of the Group’s vision. Selecting key personnel for critical leadership positions is of utmost importance to further drive our transformation and growth. When deliberating on individual appointments of Directors and Executive Officers, as well as the development of succession plans, the Nomination Committee continuously engages in discussions on how to ensure stable and effective development of high-caliber talent with diverse expertise and backgrounds, as well as how to nominate such talent for the positions.
In fiscal year 2023, in addition to executing the succession plan to nominate the new Group CEO, we adopted a number of resolutions in light of the serious misconduct that surfaced within the Group last year, including appointing an Independent director as chairperson of our Board of Directors.
This was part of our efforts to revise our management structure, as well as to enhance the effectiveness of our supervisory and advisory functions, and the execution of business operations.
We will continue to build a portfolio of executives within our group that is rich in diversity and specialized expertise, such as will contribute to the realization of the Group’s Purpose and enhancement of corporate value.

Activities and Achievements

In fiscal 2023, the Nomination Committee met a total of 16 times. Its main agenda items are listed below.

About the Audit Committee

The Audit Committee consists of five audit committee members, four of whom are outside audit committee members. The committee is composed primarily of outside audit committee members, ensuring a highly independent and objective structure. Under this framework, the committee conducts audit activities with the mission to protect the interests of stakeholders, through facilitation of information sharing and active discussions among audit committee members, and by working closely with the Internal Audit Department.
The Audit Committee formulates basic policies for audits and audit plans, carries out audits yearround in accordance with these plans, and compiles an audit report and a summary of its auditing activities at the end of each fiscal year. A report is provided to the Audit Committee following the completion of each audit activity, enabling the Committee to regularly verify the progress of the audit plan.
As for the Committee’s year-round auditing activities, in addition to attending Board Meetings and other important meetings on business execution, and verifying important decisions, the Committee provides oversight on, and necessary comments and suggestions to the business execution by the Directors and Executive Officers. This is done by collecting information through meetings with Representative Executive Officers, Business CEOs, Group CxOs, general managers of departments and offices, and through meetings with Group company directors and executives.
In fiscal year 2023, in light of the serious misconduct incident that surfaced within the Group, the Audit Committee revised its audit plan compiled at the start of the fiscal year to strengthen its auditing activities on the incident, continuously provided oversight for the Group’s response to the incident, and provided recommendations and opinions as necessary. In fiscal year 2023, the Audit Committee met a total of 14 times.
In fiscal year 2024 which marks the initial year of the new MTMP, the Audit Committee will designate the following as key audit focus areas: (1) efforts related to the MTMP, (2) the status of risk controls, and (3) the progress on the business improvement plan in response to the serious misconduct.The committee will thereby closely monitor risk management to ensure it is executed under appropriate governance.

Activities and Achievements

Our auditing activities for fiscal 2023 are outlined below.

About the Compensation Committee

The Compensation Committee aims to improve transparency and fairness in the Group’s governance by introducing a third-party perspective to deliberations concerning the compensation for Directors, Executive Officers, and Senior Vice Presidents at all Group companies. It is imperative that the executive compensation structure not only imparts positive effects on governance, but also provides real incentives for Group officers to contribute to the enhancement of corporate value.
In fiscal year 2023, the Compensation Committee confirmed the necessity of conducting a review of the basic principles and system of executive compensation from aspects including the appropriateness of the overall executive compensation structure, the effectiveness of incentives, and stakeholder acceptance. The committee resolved to carry out an overall assessment throughout fiscal year 2024. It also resolved to reduce fringe benefits for executives, such as company cars, offices, and company housing, based on the principle that these benefits should be limited to what is truly necessary for each executive to fulfill their mission, and to enhance fairness and transparency.
The committee will continue to discuss the Sompo Group’s executive compensation structure, with a view to increasing its incentivizing effects to contribute to the enhancement of corporate value.

Activities and Achievements

In fiscal 2023, the Compensation Committee met a total of 11 times. Its main agenda items are listed below.