(Issued in August 2022)

Governance

Oversight Structure

Sompo Holdings is a company with committees and has strengthened oversight by the Board of Directors by separating management oversight and business execution, and expedited business execution by delegating substantial authority to executives. In addition, three statutory committees (Nomination Committee, Audit Committee, and Compensation Committee) were established for a governance structure that provides greater transparency and fairness.

Directors Appointed at the General Meeting of Shareholders

as of July 1, 2022

figure:Executive Directors; Kengo Sakurada, Mikio Okumura, Toshihiro Teshima, Satoshi Kasai. Non-Executive Directors; Scott Trevor Davis, Kazuhiro Higashi, Masayuki Waga, Takashi Nawa, Meyumi Yamada, Naoki Yanagida, Isao Endo, Kumi Ito, Hideyo Uchiyama, Misuzu Shibata

Board Composition

10 of the 14 members of the Board of Directors—or 71%—are Non-Executive Directors

* The number and ratio of Non-Executive Directors increased since founding in April 2010 when 6 of the 12 Directors (50%) were Non-Executive Directors.

figure:4 Executive Directors 29%, 10 Non-Executive Directors 71%

Director Diversity

Of the 14 members of the Board of Directors, 3 are female and 11 are male; 1 of the male Directors is non-Japanese

* At the time of founding, there was no female Director (the number and ratio has increased), and 1 non-Japanese Director (the number and ratio has remained the same)

figure:3 female Directors 21%, 11 male Directors 79%, 1 non-Japanese Director

Director tenure

The average tenure of the Directors is 3.8 years (including the tenure as the Audit & Supervisory Board member)

* When the tenure of the Non-Executive Director exceeds 8 years, the existence of a strong reason for reappointment is carefully assessed and reappointment is not prevented if such reason exists.

figure:5 years or more 36%, 1–4 years 43%, Newly appointed 21%

Committee Composition

The composition of the three legally-mandated committees is as follows: the Nomination Committee and Compensation Committee are comprised of Non-Exective Directors only; the Audit Committee is comprised mainly of Non-Executive Directors

figure:Nomination Committee 5 Non-Executive Directors 100%, Audit Committee 5 Non-Executive Directors 71%, Compensation Committee 5 Non-Executive Directors 100%

Executive Structure

Sompo Holdings established an executive structure that combines the Business Owner System and Group CxO System to continue transforming with agility and flexibility even in the VUCA age.

Business Owner System

The Business CEO drives the Group’s growth and expansion by formulating business policies, accomplishing business plans, and improving the quality of business operations as the chief executive of a business.

Group CxO System

The Group CxO who has deep expertise in a functional area exerts necessary influence across business over practicing Group management philosophy, fulfilling purpose, enhancing enterprise value, creating a conglomerate premium, etc. to maintain a sense of oneness and soundness throughout the Group.

figure:Group CEO→Group COO→Chief officer of a business, Chief officer of a function→Realize Transformation

Directors and Executive Officers with a Diverse Array of Backgrounds

The Company places great importance on the diversity of its Director and Executive Officer portfolio when formulating the Succession Plan and when appointing Directors and Executive Officers. For this reason, we appoint Directors and Executive Officers with diverse expertise and backgrounds, and so create a system that facilitates high-quality decision-making for the transformation of our Group.

figure:8 Directors and Executive Officers have previously worked for companies outside the Sompo Group